-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FYojjEJjxt5kGy35deu9lDXiSfTUxMz0fC0PhPyZisvdtSijRnEx6y1kXOozDWFC m0n5RRFXoFiAXbH00siXSg== 0000728848-98-000004.txt : 19980218 0000728848-98-000004.hdr.sgml : 19980218 ACCESSION NUMBER: 0000728848-98-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DARLING INTERNATIONAL INC CENTRAL INDEX KEY: 0000916540 STANDARD INDUSTRIAL CLASSIFICATION: FATS & OILS [2070] IRS NUMBER: 362495346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-44537 FILM NUMBER: 98542079 BUSINESS ADDRESS: STREET 1: 251 O CONNOR RIDGE BLVD STREET 2: STE 300 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 2147170300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER & CO INC CENTRAL INDEX KEY: 0000728848 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132798343 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: OPPENHEIMER TOWER STREET 2: WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 2126677300 MAIL ADDRESS: STREET 1: OPPENHEIMER TOWER STREET 2: WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10281 SC 13G/A 1 AMENDMENT NO.05-2/98 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DARLING INTERNATIONAL, INC. (Name of Issuer) Common (Title of Class of Securities) 0002372661 (CUSIP Number) Check the following box if a fee is being paid with this statement (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 10 Pages ______________________________________________________________ 13G CUSIP NO. 0002372661 PAGE 2 OF 10 PAGES ______________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OPPENHEIMER & CO, INC. I.R.S. NO. 13-2798343 ______________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X ______________________________________________________________ 3 SEC USE ONLY ______________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ______________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARE 0 _______________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,654,479 _______________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 _______________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH 1,654,479 ______________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,654,479 ______________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ______________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.70% ______________________________________________________________ 12 TYPE OF REPORTING PERSON HC ______________________________________________________________ PAGE ______________________________________________________________ 13G CUSIP NO. 0002372661 PAGE 3 OF 10 PAGES ______________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OPPENHEIMER HORIZON PARTNERS, L.P. I.R.S. NO. 13-3438062 _____________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X ______________________________________________________________ 3 SEC USE ONLY ______________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ______________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARE 0 _______________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 911,571 _______________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 _______________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH 911,571 ______________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 911,571 ______________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ______________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.90% ______________________________________________________________ 12 TYPE OF REPORTING PERSON IA ______________________________________________________________ PAGE Page 4 of 10 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Check the following box if a fee is being paid with this Statement Item 1(b) Name of Issuer: Darling International, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 251 O'Connor Ridge Blvd., Suite 300, Inving, TX 75038 Item 2(a) Name of Person Filing: CIBC Oppenheimer Corp. Item 2(b) Address of Principal Business Office: CIBC Oppenheimer Tower, World Financial Center New York, New York 10281 Item 2(c) Citizenship: Inapplicable Item 2(d) Title of Class of Securities: Common Item 2(e) CUSIP Number: 0002372661 Item 3(g) ____X____ Parent Holding Company, in accordance with Section 240.13d - 1(b)(1)(ii)(G) See Exhibit I hereto Item 4(a) Amount Beneficially Owned: CIBC Oppenheimer Corp. -1,654,479 * Item 4(b) Percent of Class: CIBC Oppenheimer Corp. - 10.70% * * Includes amount beneficially owned by Oppenheimer Horizon Partners, L.P. as disclosed on Page 3 hereof. PAGE Page 5 of 10 Pages Item 4(c)(i) Sole Power to Vote or to direct the vote - CIBC Oppenheimer Corp. - 0 Item 4(c)(ii) Shared power to vote or to direct the vote - CIBC Oppenheimer Corp. -1,654,479 * Item 4(c)(iii) Sole power to dispose or to direct the disposition of - CIBC Oppenheimer Corp. - 0 Item 4(c)(iv) Shared power to dispose or to direct the disposition of - CIBC Oppenheimer Corp. - 1,654,479 * Item 5 Ownership to Five Percent or Less of a Class: Inapplicable Item 6 Ownership of More than Five Percent on Behalf of Another Person: See Exhibit A hereto Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: See Exhibit II hereto Item 8 Identification and Classification of Members of the Group: Inapplicable Item 9 Notice of Dissolution of Group: Inapplicable Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 17, 1998 Signature: /s/ Robert I.Kleinberg Name/Title: Robert I. Kleinber, Secretary * Includes amount beneficially owned by Oppenheimer Horizon Partners, L.P. as disclosed on Page 3 hereof. Page 6 of 10 Pages EXHIBIT A The General Partner of Oppenheimer Horizon Partners, L.P., an investment limited partnership, and certain persons to whom it has delegated the authority, have the power on behalf of Oppenheimer Horizon Partners, L.P. to direct the use of dividends or proceeds of sale of more than five (5%) percent of such securities as disclosed on Page 3 hereof. The General Partner of Oppenheimer Institutional Horizon Partners, L.P., an investment limited partnership, and certain persons to whom it has delegated the authority, have the power on behalf of Oppenheimer Institutional Horizon Partners, L.P. to direct the use of dividends or proceeds of sale of less than five (5%) percent of these securities. The Board of Directors, certain officers and other employees of CIBC Oppenheimer International Horizon Fund II, Ltd., an investment fund, have the power to direct the use of dividends or proceeds of sale of less than five (5%) percent of these securities. The Board of Directors, certain officers and other employees of CIBC Oppenheimer Corp. (formerly, Oppenheimer & Co., Inc.), a registered broker-dealer, have the power to direct the use of dividends or proceeds of sale of less than five (5%) percent of these securities. PAGE Page 7 of 10 Pages EXHIBIT I CIBC Oppenheimer Corp. ("CIBC Oppenheimer"), a full service securities firm headquartered in New York, NY, is a diversified investment banking and securities firm, which owns directly and indirectly a variety of subsidiary companies ("Subsidiaries"), including the companies identified on the exhibit to this Schedule 13G engaged in various aspects of the financial services business. CIBC Oppenheimer is an indirect wholly-owned subsidiary of The Canadian Imperial Bank of Commerce ("CIBC"), a full service financial institution governed by the Bank Act of Canada. Oppenheimer Horizon Partners, L.P. ("Horizon"), Oppenheimer Institutional Horizon Partners, L.P. ("Institutional Horizon"), and CIBC Oppenheimer International Horizon Fund II, Ltd. ("International Horizon") are investment limited partnerships/funds (collectively, the "Horizon Funds") in which clients of CIBC Oppenheimer are solicited to invest. CIBC Oppenheimer or an affiliate of CIBC Oppenheimer is a general partner or general manager of and serves in an investment advisory capacity to the Horizon Funds. The amendment to Schedule 13G is being filed by CIBC Oppenheimer as a parent holding company pursuant to the provisions of Rule 13(d) - (1) (b) on behalf of itself and the Subsidiaries and/or certain investment advisory clients or discretionary accounts of the Subsidiaries and relating to their collective beneficial ownership of shares of common stock of the Issuer. Page 8 of 10 Pages Management of the affairs of CIBC Oppenheimer, the Subsidiaries and of certain advisory clients including decisions respecting dispositions and/or voting of the shares of the common stock of the Issuer resides in respective officers and directors of the Subsidiaries and is not directed by CIBC Oppenheimer. Accordingly, the filing of this amendment to Schedule 13G by CIBC Oppenheimer is not intended as, and should not be deemed, an acknowledgment of beneficial ownership or shared voting or dispositive power by CIBC Oppenheimer or any intermediary company of the shares of the common stock of the Issuer owned by such Subsidiaries or investment advisory clients of investment advisory clients, such beneficial ownership or attribution of shared voting or dispositive power being disclaimed. MIK8-EXHIBIT.I95 PAGE Page 9 of 10 Pages EXHIBIT II The Parent Holding Company is filing on behalf of itself which would be classified as Item 3(a), and Oppenheimer Horizon Partners, L.P., Oppen- heimer Institutional Horizon Partners, L.P., and CIBC Oppenheimer International Horizon Fund II, Ltd. which would be classified as Item 3(e). MIK8-EX-IIE PAGE Page 10 of 10 Pages EXHIBIT III The undersigned hereby acknowledges and agrees that a report on Schedule 13G being filed by CIBC Oppenheimer on or about the date hereof, relating to the common stock of Darling International, Inc. is filed on behalf of the undersigned. DATED: February 17, 1998 OPPENHEIMER HORIZON PARTNERS, L.P. BY: OPPENHEIMER HORIZON MANAGEMENT, L.L.C. By: /s/ Robert I. Kleinberg Robert I. Kleinberg, Secretary of CIBC Oppenheimer Corp. The Managing Member H:..\MKATZ.\13G\..\DARLING.298 -----END PRIVACY-ENHANCED MESSAGE-----