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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
DARLING INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
237-266-10-1
(CUSIP Number)
Glenn J. Cocchiola, Esq.
Dillon, Bitar & Luther
53 Maple Avenue
Morristown, NJ 07963-0398
(201) 539-3100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices & Communications)
October 9, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the
statement. [ ]
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SCHEDULE 13D
CUSIP No. 237-266-10-1
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Intermarket Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION New York
7. SOLE VOTING POWER -- 0 --
8. SHARED VOTING POWER 615,768
9. SOLE DISPOSITIVE POWER -- 0 --
10. SHARED DISPOSITIVE POWER 615,768
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 615,768
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0%
14. TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 237-266-10-1
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fernwood Restructurings, Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS* WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION New York
7. SOLE VOTING POWER -- 0 --
8. SHARED VOTING POWER 290,526
9. SOLE DISPOSITIVE POWER -- 0 --
10. SHARED DISPOSITIVE POWER 290,526
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 290,526
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* (See Instructions) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14. TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This Statement on Schedule 13D is filed with respect to
Darling International, Inc. (the "Issuer"), which has its
principal executive offices at 251 O'Connor Ridge Boulevard,
Suite 300, Irving, Texas 75038, telephone number (214) 717-0300.
This Statement relates to the Issuer's common stock, par value
$.01 (the "Common Stock").
Item 2. Identity and Background.
This Statement is filed by Intermarket Corp.
("Intermarket") and Fernwood Restructurings, Limited
("Restructurings").
Intermarket is a New York corporation, having its
principal place of business 667 Madison Avenue, New York, New York
10021. Intermarket's principal business is providing investment
management services to corporations and acting as a general partner
of investment partnerships.
The executive officers of Intermarket are Lionel
Goldfrank, III, President; Ian MacKenzie, Vice President; Thomas
P. Borger, Vice President; and David B. Forer, Vice President.
Each has as his business address, the address of Intermarket.
Each has, as his principal occupation or employment, the position
with Intermarket listed above. The executive officers of
Intermarket constitute of all of its shareholders and no
shareholder has absolute control. No other person is directly or
indirectly in control of Intermarket.
Restructurings is an open-ended British Virgin Islands
Company above having its principal place of business at Palm
Chambers, P.O. Box 119, Road Town, Tortola, British Virgin Islands.
Its directors are Mr. Goldfrank, Mr. MacKenzie and Mr. Forer, each
identified above, together with Ian D. Fair, a Bahamian citizen,
whose principal occupation is as Chairman of MeesPierson (Bahamas),
Ltd. ("MeesPierson"), the Administrator of Restructurings, which
has its principal office at 404 East Bay Street Windermere House,
P.O. Box SS 5539, Nassau, Bahamas; Anita N. Donaldsor, a Bahamian
citizen, whose principal occupation is as Assistant Manager of
Trust of MeesPierson; Jacques C. Bouteiller, a French citizen, who
is retired, whose address is 1 Rue de L'Aigle, Compienge, France;
Georg von Richter, a Swiss citizen, whose principal occupation is
as General Manager of Bank Sal Openheim (Schweiz) A.G., whose
address is at Uraniastrasse 28, P.O. Box 4439, CH 8022, Zurich,
Switzerland; and, John L. Thompson, a Bahamian citizen, whose
principal occupation is as Manager Corporate Secretarial of
MeesPierson. No person other than those named in this Item are in
control of Restructurings.
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Neither Intermarket, Restructurings, nor any person named
in this Item 2. has during the last five (5) years been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither Intermarket, Restructurings, nor any such person
was during the last five (5) years a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Except as otherwise indicated, all of the persons
identified in response to this Item 2. are citizens of the United
States of America.
Item 3. Source and Amount of Funds or Other Consideration.
This Item is amended to add:
"Shares of the Common Stock were acquired by various
corporations to which Intermarket provides investment management
services and investment limited partnerships of which it is a
general partner. On October 9, 1996, three entities advised by
Intermarket purchased, in an open market transaction, 116,000
shares of Common Stock for $2,950,000 or $25 per share. Of these
shares, 57,500 were acquired by Restructurings. The source of
funds for these transactions was available cash in the investment
accounts of the advised entities, including Restructurings, and in
certain cases, margin loans from Bear Stearns & Co., Inc., a
clearing broker."
Item 4. Purpose of Transaction.
These purchases were made in the ordinary course of
business of each of these advised entities. The purpose of each
acquisition was investment.
Intermarket, Restructurings and these other entities
reserve the right to sell shares of the Common Stock and to
purchase additional shares of the Common Stock.
Intermarket has no plan or proposal which relates to
the actions set forth in the Instructions to Item 4 of Schedule
13D or any action similar thereto.
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Item 5. Interest in Securities of the Issuer.
This Item is amended to add:
"Intermarket provides investment management services to
corporations and acts as a general partner of investment limited
partnerships. None of these entities hold or beneficially own in
excess of 5% of the Common Stock of the Issuer, except
Restructurings. As of the date of this Amendment No. 2 to Schedule
13D, such entities, including Restructurings, hold in the aggregate
615,768 shares of the Common Stock or 12.0% of the outstanding
shares of Common Stock based upon information contained in the
Issuer's Report on Form 10-Q dated for the period ended June 29,
1996 where 5,148,984 shares of Common Stock were stated as being
outstanding as of August 12, 1996. As of the date of this
Amendment No. 2 to Schedule 13D, Restructurings held 290,425
shares, or 5.6%, of the outstanding Common Stock. As a result of
the investment management services provided to these entities by
Intermarket, Intermarket may be deemed to have shared voting and
dispositive power over such shares with such holders, including
Restructurings.
Intermarket has had no transaction in the securities of
the Issuer, and none of the entities to which it provides
investment management services, including Restructurings, has had
transactions in the securities of the Issuer in the last sixty (60)
days except for the following purchase of Common Stock made in the
Over-the-Counter Market through a Broker/Dealer:
Date Amount Price
10/09/96 116,000 $25.00
of which 57,500 shares were purchased by Restructurings."
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
None.
Item 7. Materials To Be Filed As Exhibits.
None.
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SIGNATURES
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.
INTERMARKET CORP.
Dated: October 15, 1996 By: IAN MAC KENZIE
_______________________________
Ian Mac Kenzie, Vice President
FERNWOOD RESTRUCTURINGS, LIMITED
By Intermarket Corp.
its Investment Manager
Dated: October 15, 1996 By: IAN MAC KENZIE
_________________________
Ian Mac Kenzie
Vice President
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