SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE INTERLAKE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3428543
(State of incorporation of organization) (I.R.S. employer
identification no.)
550 Warrenville Road, Lisle, Illinois 60532-4387
(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock Purchase Rights New York Stock Exchange
Midwest Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
PAGE
The undersigned registrant hereby amends the following
items, financial statements, exhibits or other portions of its
Registration Statement on Form 8-A, dated January 27, 1989, as
set forth below:
1. ITEM 1. "Description of Registrant's Securities
to be Registered" is hereby amended to read in its entirety as
follows:
The Rights. On January 26, 1989, the Board of
Directors (the "Directors") of The Interlake Corporation (the
"Company") declared a dividend distribution of one right (a
"Right") for each outstanding share of Common Stock, $1.00 par
value (the "Common Shares"), of the Company. The distribution
was paid on February 6, 1989 (the "Record Date") to the
shareholders of record as of the close of business on the Record
Date. Each Right entitles the registered holder to purchase from
the Company one Common Share at a price of $70 per Common Share
(the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement,
dated as of January 26, 1989, as amended (the "Rights
Agreement"), between the Company and The First National Bank of
Chicago, as Rights Agent (the "Rights Agent").
At its subsequent meetings, the Directors approved the
following amendments to the Rights Agreement: (i) on August 15,
1989, by amendment attached as Exhibit (a) to Form 8, dated as of
May 22, 1990, and incorporated herein by this reference, the
Rights Agreement was amended to reflect the special dividend
declared on August 10, 1989; (ii) on May 7, 1990, by amendment
attached as Exhibit (b) to Form 8, dated as of May 22, 1990, and
incorporated herein by this reference, the Rights Agreement was
amended to change the initial Purchase Price; (iii) on March 6,
1992, by amendment attached as Exhibit 6 to this Form 8-A/A and
incorporated herein by this reference, the Rights Agreement was
amended in conjunction with the Preferred Stock Purchase
Agreement, dated March 6, 1992 (the "Purchase Agreement"), by and
between the Company and the persons listed on the signature page
attached thereto; and (iv) on April 13, 1994, by amendment
attached as Exhibit 7 to this Form 8-A/A and incorporated herein
by this reference, the Rights Agreement was amended to revise
certain definitions and the timing of redemption of the Rights by
the Company.
Pursuant to the Directors' authorization, the Company
and the Rights Agent entered into amendment agreements as of the
above dates (the "Amendment Agreements"). The effect of the
Amendment Agreements is described more fully below, and each
reference to the Rights Agreement refers to the Rights Agreement
as amended by the Amendment Agreements.
Until the close of business on the earliest to occur of
(i) the tenth calendar day (or such later date as may be
specified by a majority of the Directors) after the date the
PAGE
Company publicly announces that a person or group of affiliated
or associated persons has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding
Common Shares (such person or group of affiliated persons being
hereinafter called an "Acquiring Person", except that a person or
group of affiliated or associated persons who is permitted by
Rule 13d-1(b)(1) promulgated under the Securities Exchange Act of
1934, as amended, to report, and who does so report, the
beneficial ownership of all of its Common Shares on Schedule 13G
shall not be an "Acquiring Person" unless such person or group of
affiliated or associated persons has acquired, or obtained the
right to acquire, beneficial ownership of 20% or more of the
outstanding Common Shares, and except in the case of Purchasers
(as such term is defined in the Purchase Agreement) owning
securities issued in conjunction with the Purchase Agreement),
(ii) the tenth calendar day (or such later date as may be
specified by a majority of the Directors) after the date of the
commencement of a tender offer or exchange offer by a person or
group of affiliated or associated persons, the consummation of
which would result in beneficial ownership by such person or
group of 15% or more of the outstanding Common Shares, or
(iii) the tenth calendar day (or such later date as may be
specified by a majority of the Directors) after the date the
Company publicly announces the occurrence of certain events
described below which would result in the Rights becoming
exercisable to purchase Common Shares or common stock of another
person (the earliest of such dates being hereinafter called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the
Record Date, and certain subsequently issued Common Shares, by
such Common Share certificates with a copy of this Summary of
Rights attached thereto. The Rights Agreement provides that,
until the Distribution Date, the Rights will be transferred with
and only with the Common Shares. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without a copy of this
Summary of Rights attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights (the "Right Certificates") will be mailed to holders
of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will
evidence the Rights.
No Right is exercisable at any time prior to the
Distribution Date. The Rights will expire on February 6, 1999
(the "Final Expiration Date") unless earlier redeemed by the
Company as described below. Until a Right is exercised, the
holder thereof, as such, will have no rights as a shareholder of
the Company, including without limitation the right to vote or to
receive dividends. Upon the occurrence of certain events
described below, the Rights will become exercisable to purchase
Common Shares or common stock of another person.
In the event that (i) an Acquiring Person or any
associate or affiliate of an Acquiring Person merges into or
combines with the Company and the Company is the surviving
corporation or engages in certain self-dealing transactions,
(ii) during such time as there is an Acquiring Person there is a
reclassification of securities or other transaction which
increases by more than one percent the proportionate amount of
Company securities owned by the Acquiring Person, or (iii) any
person, together with all affiliates and associates of such
person, except for Purchasers (as such term is defined in the
Purchase Agreement) who exercise certain conversion rights as
expressly contemplated by the Purchase Agreement, becomes the
beneficial owner of 20% or more of the Common Shares then
outstanding, proper provision shall be made so that each holder
of a Right, other than Rights that are or were owned beneficially
by an Acquiring Person (or certain of their transferees) on or
after the date upon which such person became an Acquiring Person
(which will thereafter be void), will thereafter have the right
to receive upon exercise thereof at the then current exercise
price of the Right, that number of Common Shares having a market
value of two times the exercise price of the Right.
In the event that, directly or indirectly, (i) the
Company merges with or into any person and the Company is not the
surviving corporation, (ii) any person merges with or into the
Company and the Company is the surviving corporation, but all or
part of its Common Shares are changed or exchanged, or (iii) 50%
or more of the Company's assets or earning power, including
without limitation securities creating obligations of the
Company, are sold to any person except pursuant to and in
compliance with the transactions expressly permitted by the
Purchase Agreement, proper provision shall be made so that each
holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current Purchase Price, that
number of shares of common stock (or, under certain
circumstances, an economically equivalent security or securities)
of such other person which at the time of such transaction would
have a market value of two times the exercise price of the Right.
The Purchase Price payable, and the number of Common
Shares or other securities property issuable upon exercise of the
Rights, are subject to adjustment from time to time to prevent
dilution. With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment in the Purchase Price of at least one percent. The
Company is not required to issue fractions of Common Shares.
Fractions of Common Shares in integral multiples of one
one-hundredth of a Common Share may, at the option of the
PAGE
Company, be evidenced by depositary receipts. In lieu of
fractional Common Shares or depositary receipts representing
fractional Common Shares, a payment in cash may be made based on
the market price of the Common Shares on the last trading day
prior to the date of exercise.
The Company may, upon the majority vote of the
Directors, at its option, redeem all but not less than all of the
then outstanding Rights, at a price of $0.01 per Right (the
"Redemption Price") at any time prior to the close of business on
the earlier of (i) February 6, 1999 and (ii) the Distribution
Date. Immediately upon the effective date of the action of the
Directors ordering the redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price. The
Company will give notice of such redemption to the holders of the
then outstanding Rights by mailing such notice to all such
holders at their last addresses as they appear on the registry
books of the Rights Agent.
Prior to the Distribution Date upon approval by
majority vote of the Directors, the Rights Agreement may be
amended without the approval of any holders of Rights or Common
Shares in any manner which the Company may deem desirable. From
and after the Distribution Date, the Company may, upon approval
of a majority of the Directors, amend the Rights Agreement
without the approval of any holders of Rights or Common Shares in
any manner which the Company, upon such approval, may deem
desirable and which will not adversely affect the interests of
the holders of Rights (other than an Acquiring Person); provided,
that no amendment may be made which will decrease the stated
Redemption Price or the period of time remaining until the Final
Expiration Date.
A copy of the Rights Agreement is available free of
charge from the Company. This summary description of the Rights
is as of April 13, 1994, does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by this reference.
The Rights have certain anti-takeover effects. The
Rights, if and to the extent exercised, will cause substantial
dilution to a person or group that attempts to acquire the
Company without conditioning the offer on a substantial number of
Rights being acquired or the Rights being redeemed. The Rights
should not interfere with any merger or other business
combination approved by the Company's Board of Directors, since
the Rights may be redeemed as described above.
PAGE
2. ITEM 2. "Exhibits" is hereby amended to read in its
entirety as follows:
1. Form of Right Certificate (Exhibit A to the Rights
Agreement filed as Exhibit 2 hereto).
2. Rights Agreement.
3. Summary of Rights.
4. Amendment to Rights Agreement, dated as of
August 15, 1989, between The Interlake Corporation
and The First National Bank of Chicago (Exhibit
(a) to Form 8 dated as of May 22, 1990).
5. Amendment to Rights Agreement, dated as of May 7,
1990, between The Interlake Corporation and The
First National Bank of Chicago (Exhibit (b) to
Form 8 dated as of May 22, 1990).
6. Amendment to Rights Agreement, dated as of
March 6, 1992, between The Interlake Corporation
and The First National Bank of Chicago.
7. Amendment to Rights Agreement, dated as of
April 13, 1994, between The Interlake Corporation
and The First National Bank of Chicago.
PAGE
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
THE INTERLAKE CORPORATION
By: /s/ Stephen R. Smith
Name: Stephen R. Smith
Title: Vice President, Secretary
and General Counsel
Date: April 19, 1994
PAGE
EXHIBIT INDEX
Exhibit No. Description Page
*1. Form of Right Certificate. None
*2. Rights Agreement None
3. Summary of Rights 8
*4. Amendment to Rights Agreement None
dated as of August 15, 1989,
between The Interlake Corporation
and The First National Bank of Chicago
*5. Amendment to Rights Agreement, None
dated as of May 7, 1990, between
The Interlake Corporation and The
First National Bank of Chicago
6. Amendment to Rights Agreement, 12
dated as of March 6, 1992, between
The Interlake Corporation and The
First National Bank of Chicago.
7. Amendment to Rights Agreement, 14
dated as of April 13, 1994, between
The Interlake Corporation and The
First National Bank of Chicago.
* Previously filed.
PAGE
EXHIBIT 3
SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK
On January 26, 1989, the Board of Directors (the
"Directors") of The Interlake Corporation (the "Company")
declared a dividend distribution of one right (a "Right") for
each outstanding share of Common Stock, $1.00 par value (the
"Common Shares"), of the Company. The distribution was paid on
February 6, 1989 (the "Record Date") to the shareholders of
record as of the close of business on the Record Date. Each
Right entitles the registered holder to purchase from the Company
one Common Share at a price of $70 per Common Share (the
"Purchase Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement, dated as
of January 26, 1989, as amended (the "Rights Agreement"), between
the Company and The First National Bank of Chicago, as Rights
Agent (the "Rights Agent").
Until the close of business on the earliest to occur of
(i) the tenth calendar day (or such later date as may be
specified by a majority of the Directors) after the date the
Company publicly announces that a person or group of affiliated
or associated persons has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding
Common Shares (such person or group of affiliated persons being
hereinafter called an "Acquiring Person", except that a person or
group of affiliated or associated persons who is permitted by
Rule 13d-1(b)(1) promulgated under the Securities Exchange Act of
1934, as amended, to report, and who does so report, the
beneficial ownership of all of its Common Shares on Schedule 13G
shall not be an "Acquiring Person" unless such person or group of
affiliated or associated persons has acquired, or obtained the
right to acquire, beneficial ownership of 20% or more of the
outstanding Common Shares, and except in the case of Purchasers
(as such term is defined in the Purchase Agreement) owning
securities issued in conjunction with the Purchase Agreement),
(ii) the tenth calendar day (or such later date as may be
specified by a majority of the Directors) after the date of the
commencement of a tender offer or exchange offer by a person or
group of affiliated or associated persons, the consummation of
which would result in beneficial ownership by such person or
group of 15% or more of the outstanding Common Shares, or
(iii) the tenth calendar day (or such later date as may be
specified by a majority of the Directors) after the date the
Company publicly announces the occurrence of certain events
described below which would result in the Rights becoming
exercisable to purchase Common Shares or common stock of another
person (the earliest of such dates being hereinafter called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the
Record Date, and certain subsequently issued Common Shares, by
PAGE
such Common Share certificates with a copy of this Summary of
Rights attached thereto. The Rights Agreement provides that,
until the Distribution Date, the Rights will be transferred with
and only with the Common Shares. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without a copy of this
Summary of Rights attached thereto, will also constitute the
transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights (the "Right Certificates") will be mailed to holders
of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will
evidence the Rights.
No Right is exercisable at any time prior to the
Distribution Date. The Rights will expire on February 6, 1999
(the "Final Expiration Date") unless earlier redeemed by the
Company as described below. Until a Right is exercised, the
holder thereof, as such, will have no rights as a shareholder of
the Company, including without limitation the right to vote or to
receive dividends. Upon the occurrence of certain events
described below, the Rights will become exercisable to purchase
Common Shares or common stock of another person.
In the event that (i) an Acquiring Person or any
associate or affiliate of an Acquiring Person merges into or
combines with the Company and the Company is the surviving
corporation or engages in certain self-dealing transactions,
(ii) during such time as there is an Acquiring Person there is a
reclassification of securities or other transaction which
increases by more than one percent the proportionate amount of
Company securities owned by the Acquiring Person, or (iii) any
person, together with all affiliates and associates of such
person, except for Purchasers (as such term is defined in the
Purchase Agreement) who exercise certain conversion rights as
expressly contemplated by the Purchase Agreement, becomes the
beneficial owner of 20% or more of the Common Shares then
outstanding, proper provision shall be made so that each holder
of a Right, other than Rights that are or were owned beneficially
by an Acquiring Person (or certain of their transferees) on or
after the date upon which such person became an Acquiring Person
(which will thereafter be void), will thereafter have the right
to receive upon exercise thereof at the then current exercise
price of the Right, that number of Common Shares having a market
value of two times the exercise price of the Right.
In the event that, directly or indirectly, (i) the
Company merges with or into any person and the Company is not the
PAGE
surviving corporation, (ii) any person merges with or into the
Company and the Company is the surviving corporation, but all or
part of its Common Shares are changed or exchanged, or (iii) 50%
or more of the Company's assets or earning power, including
without limitation securities creating obligations of the
Company, are sold to any person except pursuant to and in
compliance with the transactions expressly permitted by the
Purchase Agreement, proper provision shall be made so that each
holder of a Right will thereafter have the right to receive, upon
the exercise thereof at the then current Purchase Price, that
number of shares of common stock (or, under certain
circumstances, an economically equivalent security or securities)
of such other person which at the time of such transaction would
have a market value of two times the exercise price of the Right.
The Purchase Price payable, and the number of Common
Shares or other securities property issuable upon exercise of the
Rights, are subject to adjustment from time to time to prevent
dilution. With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment in the Purchase Price of at least one percent. The
Company is not required to issue fractions of Common Shares.
Fractions of Common Shares in integral multiples of one
one-hundredth of a Common Share may, at the option of the
Company, be evidenced by depositary receipts. In lieu of
fractional Common Shares or depositary receipts representing
fractional Common Shares, a payment in cash may be made based on
the market price of the Common Shares on the last trading day
prior to the date of exercise.
The Company may, upon the majority vote of the
Directors, at its option, redeem all but not less than all of the
then outstanding Rights, at a price of $0.01 per Right (the
"Redemption Price") at any time prior to the close of business on
the earlier of (i) February 6, 1999 and (ii) the Distribution
Date. Immediately upon the effective date of the action of the
Directors ordering the redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price. The
Company will give notice of such redemption to the holders of the
then outstanding Rights by mailing such notice to all such
holders at their last addresses as they appear on the registry
books of the Rights Agent.
Prior to the Distribution Date upon approval by
majority vote of the Directors, the Rights Agreement may be
amended without the approval of any holders of Rights or Common
Shares in any manner which the Company may deem desirable. From
and after the Distribution Date, the Company may, upon approval
of a majority of the Directors, amend the Rights Agreement
without the approval of any holders of Rights or Common Shares in
any manner which the Company, upon such approval, may deem
desirable and which will not adversely affect the interests of
the holders of Rights (other than an Acquiring Person); provided,
PAGE
that no amendment may be made which will decrease the stated
Redemption Price or the period of time remaining until the Final
Expiration Date.
A copy of the Rights Agreement is available free of
charge from the Company. This summary description of the Rights
is as of April 13, 1994, does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by this reference.
The Rights have certain anti-takeover effects. The
Rights, if and to the extent exercised, will cause substantial
dilution to a person or group that attempts to acquire the
Company without conditioning the offer on a substantial number of
Rights being acquired or the Rights being redeemed. The Rights
should not interfere with any merger or other business
combination approved by the Company's Board of Directors, since
the Rights may be redeemed as described above.
PAGE
EXHIBIT 6
THE INTERLAKE CORPORATION
550 Warrenville Road
Lisle, Illinois 60532-4387
March 6, 1992
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670
Attn: Corporate Trust Department
Trust Officer
Re: Amendment to Rights Agreement
Gentlemen:
Pursuant to Section 26 of the Rights Agreement (the
"Rights Agreement"), dated as of January 26, 1989, as amended, by
and between The Interlake Corporation (the "Company") and The
First National Bank of Chicago, the Company, by resolution
adopted by the unanimous vote of its Board of Directors, hereby
amends the Rights Agreement to read as follows:
(a) Section 1(a) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"Acquiring Person" shall mean any Person (other than
the Company or any Related Person) who or which, together
with all Affiliates and Associates of such Person, shall be
the Beneficial Owner of 15% or more of the Common Shares
then outstanding; provided, however, that a Person shall not
be deemed to have become an Acquiring Person solely as a
result of a reduction in the number of Common Shares
outstanding, unless subsequent to such reduction such Person
or any Affiliate or Associate of such Person shall become
the Beneficial Owner of any additional Common Shares other
than as a result of a stock dividend, stock split or similar
transaction effected by the Company in which all holders of
Common Shares are treated equally; and, provided, further,
that a Purchaser (as such term is defined in the Preferred
Stock Purchase Agreement, dated March 6, 1992 (the "Purchase
Agreement") by and between the Company and the persons
listed on the signature page attached thereto) shall not be
deemed to be the Beneficial Owner of any Common Shares that
are Investment Shares (as such term is hereinafter defined).
For purposes of the foregoing proviso, "Investment Shares
shall mean Common Shares beneficially owned by a Purchaser
PAGE
who or which shall be the Beneficial Owner of such Common
Shares as a result of the beneficial ownership of Series A
Preferred, Series B Preferred, Exchange Debentures,
Non-Voting Common Stock or Common Stock into which the
Series A Preferred, Series B Preferred, Exchange Debentures
or Non-Voting Common Stock has been converted (as such terms
are defined in the Purchase Agreement).
(b) Line 7 of Section 11(a)(ii)(C) of the Rights
Agreement is hereby amended to read in its entirety as follows:
"transaction set forth in Section 13(a) hereof or a
Purchaser pursuant to the conversion into Common Shares
of the Series A Preferred, Series B Preferred, Exchange
Debentures or Non-Voting Common Stock);"
(c) Line 11 of Section 13(a)(iii) of the Rights
Agreement is hereby amended to read in its entirety as follows:
"hereof or pursuant to, and in compliance with, the
transactions expressly permitted by the Purchase
Agreement);"
Exhibit B to the Rights Agreement shall be amended
consistent with the foregoing. This amendment shall be effective
as of 10:00 a.m. on March 6, 1992 (the "Effective Date"), and all
references to the Rights Agreement shall, as of and after the
Effective Date, be deemed to be references to the Rights
Agreement as amended hereby.
Very truly yours,
THE INTERLAKE CORPORATION
By: /s/ W.R. Reum
Name: W. R. Reum
Title: Chairman of the Board
President and Chief
Executive Officer
Accepted and agreed to
as of the Effective Date:
THE FIRST NATIONAL BANK
OF CHICAGO
By:/s/ Michael R. Phalen
Name: Michael R. Phalen
Title: Vice President
PAGE
EXHIBIT 7
THE INTERLAKE CORPORATION
550 Warrenville Road
Lisle, Illinois 60532-4387
April 13, 1994
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, IL 60670
Attention: Corporate Trust Department
Trust Officer
Re: Amendment to Rights Agreement
Ladies and Gentlemen:
Pursuant to Section 26 of the Rights Agreement, dated
as of January 26, 1989 (the "Rights Agreement"), by and between
The Interlake Corporation, a Delaware corporation (the "Company")
and The First National Bank of Chicago (the "Rights Agent"), the
Company, by resolution adopted by its Board of Directors, hereby
amends the Rights Agreement as follows:
1. To amend Section 1(a) to read in its entirety as
follows:
"(a) "Acquiring Person" shall mean any Person (other
than the Company or any Related Person) who or which,
together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 15% or more of the Common
Shares then outstanding; provided, however, that a Person
shall not be deemed to have become an Acquiring Person
solely as a result of a reduction in the number of Common
Shares outstanding, unless subsequent to such reduction such
Person or any Affiliate or Associate of such Person shall
become the Beneficial Owner of any additional Common Shares
other than as a result of a stock dividend, stock split or
similar transaction effected by the Company in which all
holders of Common Shares are treated equally; and, provided,
PAGE
further, that a Purchaser (as such term is defined in the
Preferred Stock Purchase Agreement, dated March 6, 1992 (the
"Purchase Agreement") by and between the Company and the
persons listed on the signature page attached thereto) shall
not be deemed to be the Beneficial Owner of any Common
Shares that are Investment Shares (as such term is
hereinafter defined); and, provided, further, that a Person
permitted by Rule 13d-1(b)(1) promulgated under the Exchange
Act to report the beneficial ownership of all of the Common
Shares Beneficially Owned by it on Schedule 13G under the
Exchange Act and which properly reports all Common Shares
Beneficially Owned by it on Schedule 13G shall not be deemed
to have become an Acquiring Person unless such Person,
together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 20% or more of the Common
Shares then outstanding. For purposes of the second
foregoing proviso, "Investment Shares" shall mean Common
Shares beneficially owned by a Purchaser who or which shall
be the Beneficial Owner of such Common Shares as a result of
the beneficial ownership of Series A Preferred, Series B
Preferred, Exchange Debentures, Non-Voting Common Stock or
Common Stock into which the Series A Preferred, Series B
Preferred, Exchange Debentures or Non-Voting Common Stock
has been converted (as such terms are defined in the
Purchase Agreement)."
2. To amend Section 1(h) to read in its entirety as
follows:
"(h) "Distribution Date" shall mean the earliest of:
(i) the Close of Business on the tenth calendar day (or such
later date as may be specified by a majority of the
Directors then in office) after the Share Acquisition Date,
(ii) the Close of Business on the tenth calendar day (or
such later date as may be specified by a majority of the
Directors then in office) after the date of the commencement
of a tender or exchange offer (as determined by reference to
Rule 14d-2(a) under the Exchange Act) by any Person (other
than the Company or any Related Person), the consummation of
which would result in beneficial ownership by such Person of
15% or more of the outstanding Common Shares and (iii) the
Close of Business on the tenth calendar day (or such later
date as may be specified by a majority of the Directors then
in office) after the first date of a public announcement by
the Company of the occurrence of a Triggering Event."
3. To amend Section 1(x) to read in its entirety as
follows:
"(x) "Share Acquisition Date" shall mean the first date
of a public announcement by the Company that an Acquiring
Person has become such."
PAGE
4. To amend Section 23(a) to read in its entirety as
follows:
"(a) The Company may, upon the majority vote of the
Directors, at its option, redeem all but not less than all
of the then outstanding Rights at the Redemption Price at
any time prior to the Close of Business on the earlier of
(i) the Final Expiration Date and (ii) the Distribution
Date."
5. The form of Right Certificate attached as
Exhibit A to the Rights Agreement and the form of Summary of
Rights attached as Exhibit B to the Rights Agreement are hereby
amended to reflect the provisions of this Amendment.
6. This Amendment to Rights Agreement shall be
effective as of 6:00 p.m. on April 13, 1994 (the "Effective
Date"), and all references to the Rights Agreement shall, as of
and after the Effective Date, be deemed to be references to the
Rights Agreement, as amended by this Amendment.
Very truly yours,
THE INTERLAKE CORPORATION
By: /s/ W. R. Reum
Name: W. R. Reum
Title: Chairman of the Board
President and Chief
Executive Officer
Accepted and agreed to as
of the Effective Date:
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Michael R. Phalen
Name: Michael R. Phalen
Title: Vice President