SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 25, 1994
Commission file number 1-9149
THE INTERLAKE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3428543
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
550 Warrenville Road, Lisle, Illinois 60532-4387
(Address of principal executive offices) (Zip Code)
(708) 852-8800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
----------------------- --------------------------
Common stock, par value New York Stock Exchange
$1.00 per share Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to the
Form 10-K. [ ]
Aggregate market value of common stock, $1.00 par value, held by non-affiliates
as of February 15, 1995: $47,690,998
As of February 15, 1995, 22,026,695 shares of the Registrant's common stock
were outstanding.
Documents Incorporated by Reference
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended December 25, 1994 are incorporated by reference into Part II. Portions of
the Registrant's Proxy for the 1995 Annual Meeting of Stockholders (to be
filed) are incorporated by reference into Part III.
THE INTERLAKE CORPORATION
Form 10-K Annual Report 1994
Table of Contents
PART I Page
Item 1. Business 3
Item 2. Properties 10
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters 12
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of Results of
Operations and Financial Condition 13
Item 8. Financial Statements and Supplementary Data 13
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 13
PART III
Item 10. Directors and Executive Officers, Promoters and
Control Persons of the Registrant 14
Item 11. Executive Compensation 16
Item 12. Security Ownership of Certain Beneficial Owners and
Management 16
Item 13. Certain Relationships and Related Transactions 16
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 17
Signatures 26
PART I
As used herein, the term "Company" means The Interlake Corporation and its
subsidiaries. The terms "Interlake" and "Registrant" mean The Interlake
Corporation, the parent company.
ITEM 1 - BUSINESS
GENERAL
The Company is a multinational corporation engaged in the design, manufacture
and sale or distribution of products in the automotive, materials handling,
packaging, and aerospace industries. The Company's operations are divided into
two segments: Engineered Materials and Handling/Packaging Systems. For
certain information regarding these segments, including information regarding
geographic regions see Note 6 of Notes to Consolidated Financial Statements.
ENGINEERED MATERIALS
The Engineered Materials segment includes Special Materials, which produces
ferrous metal powder used to manufacture precision parts, and Aerospace
Components, which manufactures precision jet engine components and repairs jet
engine fan blades. The two units which comprise Engineered Materials generally
use proprietary and patented processes to produce high quality metal powders or
components.
SPECIAL MATERIALS
General - The Company conducts its Special Materials business through Hoeganaes
Corporation, which is the North American market leader in the production of
ferrous metal powders. Ferrous metal powder is used by customers primarily to
manufacture precision parts for automobiles, light trucks, farm and garden
equipment, heavy construction equipment, hand tools, and appliances.
Precision parts produced using powder metallurgy technology have certain cost
and design advantages over parts produced using conventional techniques such as
forging, casting, stamping or machining, as they may be manufactured with less
wasted raw material, lower labor costs and little or no additional machining.
Hoeganaes' business strategy centers on research and development of new metal
powder products, manufacturing processes and applications while maintaining a
broad product line and cost-efficient, strategically located production
facilities. Product development efforts have focused on developing a bonding
and mixing technology which bonds alloys and other additives directly to the
metal particles. This process results in a pre-mixed powder which has more
consistent metallurgical properties than a conventional premix. It also offers
manufacturing productivity benefits for the parts fabricator. This work
resulted in the launch of a proprietary, bonded pre-mix called ANCORBOND (R)
which achieved commercial acceptance. In 1994, Hoeganaes introduced a new
patented process and product called ANCORDENSE (TM) which builds on the
ANCORBOND technology and uses heat throughout the parts forming process. The
combination of special, bonded pre-mixed powders and warm compaction enables
fabricators to produce parts with metallurgical properties that previously
could be obtained only through more expensive processes. Pilot part programs
using ANCORDENSE were begun in 1994.
Hoeganaes' current products and new product development coupled with cost-
efficient manufacturing processes producing a high quality powder enable it to
maintain market leadership.
Production - Hoeganaes has two basic production processes. The first process
is atomizing, which converts scrap steel into powders through the use of an
electric furnace steel making and water atomization system. Hoeganaes has the
two largest atomizing plants in North America. The second process is direct
reduction which converts high purity iron ore into a highly porous metal
powder. Hoeganaes has the only direct reduction process facility in North
America. Hoeganaes also formulates these powders into press-ready mixes for
its customers. In 1994, Hoeganaes added annealing capacity at both of its
atomizing plants. In addition, Hoeganaes produces proprietary bonded products
such as patented bonded materials like ANCORBOND and ANCORDENSE.
Market Share - The Company believes that Hoeganaes has been the largest North
American producer of ferrous metal powders for the last 25 years. Hoeganaes'
size provides it with economies of scale in production, marketing and research
and development.
Markets - The North American market for ferrous metal powders can be divided
into two segments: structural parts and non-structural applications.
Uses for structural parts comprise an estimated 80% of the North American
market for ferrous metal powders. Approximately 65% of Hoeganaes' sales are
for automotive applications, which include components for transmissions,
engines and suspension systems. For automobile applications, Hoeganaes
generally supplies metal powder to component manufacturers as opposed to
directly supplying vehicle manufacturers.
The non-structural market for ferrous metal powders generally consists of
applications in welding, chemicals, friction applications such as brake pads
and linings, and for use as a carrier agent for photocopier toner. Ferrous
metal powders are also used by pharmaceutical companies as catalysts in blood
thinning agents and for use in nutritional iron supplements.
Minority Interest - The Company owns 80% of the capital stock of Hoeganaes. The
remaining 20% is owned by Hoganas AB, a Swedish corporation. Agreements
between the owners of Hoeganaes define the structure of the Hoeganaes board of
directors, grant to each party a right of first refusal with respect to a
proposed sale of Hoeganaes stock and provide for technology exchanges and tax
sharing arrangements.
AEROSPACE COMPONENTS
The Company conducts its Aerospace Components business through Chem-tronics,
Inc., which manufactures precision jet engine ducts, rings and cases and other
large aerospace components ("Fabrication"). Chem-tronics is also a leader in
jet engine fan blade repair ("Repair"). Chem-tronics' business strategy
focuses on developing and implementing advanced manufacturing technologies to
maintain high quality standards and to satisfy customer needs on a timely
basis.
Fabrication
General - The Fabrication business is engaged in the production of precision
jet engine ducts, rings and cases and other large aerospace components used in
commercial and military aircraft engines and launch vehicles in the space
program. Chem-tronics offers its customers a vertically integrated facility,
thereby eliminating the need for numerous subcontractors for a single
component. The principal products are sold to engine manufacturers under
arrangements which generally establish Chem-tronics as the sole source. The
strategy of the Fabrication business has been to diversify and realign the
aerospace component business by reducing the dependence on a declining military
business by expanding the commercial and space segments and improving its core
technologies.
Production Processes - The primary processes used in the Fabrication business
are chemical milling, welding, forming, machining, non-destructive testing and
inspection. The Unistructure (R) chemical milling process has been used to
manufacture both military and commercial jet engine ducts and is used for
structures where strength and weight are critical. Through the Unistructure
chemical milling process unneeded metal is etched away, leaving a stiffening
rib structure on the surface of the product. This patented rib structure is
integral, or part of the surface metal itself, rather than being attached to
the surface. Products manufactured using the Unistructure process are light,
strong, easy to inspect and generally cost less to produce than products made
solely by conventional processes.
Products and Customers - The Fabrication business produces titanium ducts which
are used as part of the structural framework for jet engines and for containing
the air flows used for thrust. Other products include jet engine fan
containment cases, rings, complete fan case assembly modules and complex
fabrications for large commercial turbofan engines. The primary customers of
the Fabrication business are the original equipment manufacturers of jet
engines ("OEMs"). In addition to its normal contracts for commercial and
military engine components, this business is also involved in various ongoing
space programs and is producing compressor cases for commuter aircraft jet
engines pursuant to a long-term contract.
Repair
General - The Repair business operates Federal Aviation Administration ("FAA")
approved repair facilities that serve over 100 airlines, engine overhaul
centers, and OEMs with repair capabilities for fan and compressor blades for
commercial and military jet aircraft. The Company believes that Repair has a
leading market share in commercial jet engine fan blade repair performed by
independent blade repair facilities. The cost of repairing a jet engine fan
blade generally averages 10-20% of its replacement cost. Growth in this
business through 1992 had been based on increases in market share and size but
depressed market conditions in 1993 and 1994 have led to revenue declines.
Repair Capabilities - Repair, by virtue of its FAA certification, is considered
certified by the Civil Aviation Aeronautics Board and the British Civil
Aviation Authority and is certified by all major OEMs (General Electric, Pratt
& Whitney and Rolls-Royce) to repair substantially all commercial jet engine
fan blades manufactured in the western world. Frequently, when OEMs develop a
new engine, Chem-tronics assists in modifications and improvements during the
development stage. As a result, Chem-tronics is often the first repair center
certified by the FAA for blade repair on such engines. The Company believes
this gives Chem-tronics certain competitive advantages and also believes that
Chem-tronics has a competitive advantage in terms of quality.
Customers - The Repair business services OEMs, major airlines and engine
overhaul centers.
HANDLING/PACKAGING SYSTEMS
The Handling/Packaging Systems segment is comprised of the Company's domestic
and international Handling and Packaging units. Handling designs, manufactures
and sells storage rack, shelving, and related equipment primarily for use in
warehouses, distribution centers, retail stores and for other storage
applications. The Company believes that Handling is the world's largest
manufacturer of storage rack. Packaging designs and sells machinery for
applying strapping and stitching wire, and also supplies strapping and
stitching wire for use in these machines.
HANDLING
General - Handling's operations are based regionally in North America, Europe
and Asia Pacific. They are conducted through Interlake Material Handling in
the U.S., Canada and Mexico, and under the Dexion name in Europe and Asia
Pacific. The Dexion name is well recognized in Europe, Australia, and the
Pacific Rim and provides Handling with certain marketing advantages. The
Handling operations design, manufacture, and sell storage rack, angle,
conveyors, and conveyor systems both in the U.S. and in Europe, and shelving
and office partitioning in Europe. Handling's entire product range (other than
office partitioning) is also manufactured in Australia and sold throughout Asia
Pacific. Products are also sold in South America, Africa and the Middle East.
Handling's direct sales and distribution networks allow it to satisfy the needs
of large customers and projects, as well as smaller, geographically distant
customers. Handling's design capabilities and large manufacturing capacity
enable it to undertake large scale projects where these capabilities may be
most advantageously utilized. Handling's large size allows it to realize
significant economies of scale in product development, design and
manufacturing.
Products - Handling's primary product is storage rack which is used for storing
unit loads in distribution centers, warehouse facilities, retail stores, and
factory shipping and receiving departments. Storage rack can be assembled in
a variety of configurations depending on individual customer needs. Handling
offers a broad range of products, including products that allow for FIFO and
LIFO storage and retrieval, for the storage of bulky, awkwardly shaped items
(lumber, carpet rolls, furniture, etc.) and for the storage and retrieval of
very heavy items.
Handling also sells conveyors and conveyor systems which range from simple
gravity conveyors to complex belt and chain powered conveyors. In Europe and
Australia, Handling manufactures and sells angle and shelving, office storage
equipment and in Europe, partitioning for offices.
Market Share - The Company believes that Handling is the world's largest
manufacturer of storage rack, with the largest market share in the U.S., the
U.K., Belgium and Australia, and the second largest market share in Germany.
Product Development, Design and Manufacturing - In addition to competing on the
basis of cost and quality, Handling utilizes proprietary software, computer
aided design applications and its in-house structural engineering staff to
design the optimal solution for each customer's storage requirements.
Furthermore, extensive technical training for its sales staff and for third-
party distributors allows for a better assessment of customer needs.
Handling's design software is used to generate detailed bills of material which
automatically specify the size, type and quantity of all components to be used
in the project. This streamlines the selling, design and manufacturing
processes.
Handling's facilities generally purchase steel coils and then form, finish and
paint the steel for various storage applications. Steel comprises
approximately 60-70% of production cost. Handling believes it is a low cost
producer and continuing emphasis is placed on overhead and manufacturing cost
control and the efficient utilization of raw materials.
Sales and Distribution - The Company believes that Handling's domestic and
international direct sales force and extensive distributor network give it a
significant competitive advantage. Domestically, Handling is represented by a
network of over 180 distributors and a direct sales force. In the U.K.,
Handling utilizes an independent distributor network, wholly-owned distribution
centers and a direct sales force. In Germany, Handling conducts its sales
efforts exclusively through a direct sales force and wholly-owned distribution
centers. Handling believes that its direct sales force allows it to satisfy
the complex needs of large customers and applications, while its extensive
distributor network allows it to reach smaller, geographically distant
customers. Handling has pursued geographic expansion by purchasing a
distributor in Hong Kong to improve sales coverage in the rapidly growing
Northeast Asia marketplace and by establishing a sales office in the Czech
Republic.
Customers - Handling's customers are primarily engaged in the retailing and
wholesaling of food and consumer durables and non-durables and industrial
products.
PACKAGING
General - Packaging designs and sells machinery for applying steel and non-
metallic strap in the U.S., Canada and the U.K. Packaging also sells non-
metallic strap in the U.S., and both steel and non-metallic strap in the U.K.
and Canada, for use in such machines. Packaging designs, manufactures and
distributes wire stitching equipment. Many of the industries served by
Packaging are highly cyclical. As a result, Packaging has lowered or
eliminated certain fixed costs and is focusing on improving production
efficiencies in an effort to maintain profitability even during cyclical
downturns.
Products and Customers - Strapping markets are segmented by strapping strength
requirements. Non-metallic products have cost, safety and other advantages,
but are currently limited by the strength of the joint. As technology has
improved, applications for non-metallic products have expanded. Due to the
safety advantages and improving strength characteristics of non-metallic
strapping, Packaging has focused its engineering and development efforts on the
non-metallic strap market. Steel strapping is used predominantly by heavy
goods manufacturers and lumber mills to bundle products or reinforce existing
packaging. The principal end-users of steel strapping are the steel, lumber,
brick, and concrete block industries. Non-metallic strapping is marketed to a
broad customer base, with primary emphasis on the corrugated, newspaper,
graphics, can, bottle, textile and distribution industries. Wire stitching
machines serve a wide customer base including the corrugated box, graphic arts,
automotive, agricultural and food industries.
A key growth area for plastic strapping is the conversion of the fiber and
lumber industries from steel to plastic strap. Research and development
efforts have been focused on developing the high-strength polyester strap these
applications require. A major U.S. acrylic fibers plant was successfully
converted to polyester strap in 1994, and other customers are targeted. In
1994, Packaging received certification from the American Association of
Railroads that enables North American lumber mills to use its polyester strap
for rail shipments.
Packaging designs strapping machines, most of which are manufactured to its
specifications by third parties. Strap produced by a given manufacturer can
generally be used with machines produced by another manufacturer; however, most
users purchase strap and machines from the same supplier.
Production - For steel strapping, Packaging purchases raw materials in the form
of steel coils which are then slit into bands. The bands are further slit into
straps of various widths. The strap is then either zinc coated or painted to
prevent rusting. Rust resistant strap is particularly important for the lumber
and brick industries where product is exposed to the elements.
For non-metallic strapping, Packaging purchases raw materials in the form of
pelletized or flake polyester and polypropylene which are often blended with
recycled materials. Non-metallic strapping is manufactured through a
continuous extrusion process. This material is then shaped and chilled, then
reheated and stretched to the appropriate width and thickness and, finally,
annealed, relaxed, either slit or embossed, cooled to minimize shrinkage and
wound into coils.
Market Share - The Company believes that the Canadian steel strapping unit has
the largest market share in Canada. The Company also believes that the U.K.
steel strapping unit has the second largest market share in its market and that
the U.K. non-metallic strapping and non-metallic machines units have leading
market shares in certain areas. In the U.S., Packaging is a leading supplier
of plastic strapping and stitching products.
Sales, Distribution and Servicing - Packaging's direct sales force services
clients in the U.S., Canada and the U.K. In the U.S., Packaging also utilizes
a network of over 350 distributors to service smaller customers. Within each
sales force, product specialists are trained to service the needs of specific
industries such as publishing or lumber. Due to the fact that most of
Packaging's customers utilize its products for high volume applications,
Packaging has an extensive field service organization to allow it to respond
rapidly to customer service needs. The Company believes that its
sales/distributor network and its field service capabilities give it
significant advantages over smaller competitors.
CUSTOMERS; ORDER BACKLOGS
Engineered Materials - Sales to General Electric and United Technologies
accounted for approximately 34% of Aerospace Components' sales, equivalent to
10% of Engineered Materials' sales and 3% of total Company sales in 1994. The
Company is a supplier to these companies and has no other significant
relationship with them. Sales to these companies are made pursuant to purchase
orders.
At December 25, 1994 and December 26, 1993, the backlog of orders for
Engineered Materials was $148.4 million and $73.6 million, respectively.
Special Materials' backlog, which is generally short-term in nature, was up 51%
to a near record level. Aerospace Components' backlog increased 127% due
mainly to new multi-year fabrication orders received for commercial, military
and space applications. All orders for Engineered Materials at December 25,
1994 were believed to be firm, but approximately 42% of these orders are
subject to renegotiation. Approximately 57% of these orders are expected to be
delivered during 1995.
Handling/Packaging Systems - Handling/Packaging Systems' products are sold to a
substantial number of industrial customers, none of which individually
purchased a significant portion of the segment's output in 1994. The backlog
of orders for this segment at December 25, 1994 was $93.1 million compared with
$74.0 million at December 26, 1993 (in each case applying foreign exchange
rates at December 25, 1994), due mainly to improved order rates at all Handling
operations. Order intake at U.S. Handling reached a record level in 1994. All
orders at December 25, 1994 were believed to be firm and are expected to be
filled during 1995.
COMPETITION
Competition is vigorous in both of the Company's business segments. Factors
normally affecting competitive conditions are product quality, technological
development, price and service. The Company competes with a variety of other
entities in each of its businesses.
RESEARCH AND DEVELOPMENT
Research activities are directed towards developing primary products and
processes. Expenditures on research activities by business segment were as
follows:
1994 1993 1992
(in millions)
Engineered Materials. . . . . . $ 2.1 $ 2.1 $ 2.2
Handling/Packaging Systems. . . 1.3 1.1 .6
Total. . . . . . . . . . . $ 3.4 $ 3.2 $ 2.8
The Company believes that these amounts are adequate to maintain its
competitive positions in the businesses in which it operates.
PATENTS
The Company holds domestic and foreign patents covering certain products and
processes in both business segments. While these patents are considered
important to the ability of the segments to compete, unpatented manufacturing
expertise is considered at least as important. Future profitability of these
segments is therefore not considered dependent upon any one patent or group of
related patents.
ENVIRONMENTAL MATTERS
The Company's operations are subject to extensive and changing federal, state,
local and foreign environmental laws and regulations, including those relating
to the use, handling, storage, discharge and disposal of hazardous substances,
and as a result the Company is from time to time involved in administrative and
judicial proceedings and inquiries relating to environmental matters. In
addition, the Company's future capital and operating expenditures will continue
to be influenced by environmental laws and regulations; however, the Company
does not believe these expenditures are likely to have a material adverse
effect on its earnings or its ability to compete with other companies. In
1994, capital expenditures for environmental compliance were $.6 million and
the Company estimates that environmental capital spending for 1995 will be $1.4
million. In 1993, the Company incurred special nonoperating charges of $4.8
million to provide for estimated environmental liabilities in connection with
certain sites not related to its ongoing operations. (See Management's
Discussion and Analysis of Results of Operations and Finanancial
Condition - Nonoperating Items, and Note 15 of Notes to Consolidated Financial
Statements.)
EMPLOYEES
At December 25, 1994 the Company employed a total of 4,536 persons, consisting
of 1,986 salaried and 2,550 hourly employees. Of the hourly employees, 57% are
represented by unions, with no single union representing a significant number
of the hourly employees. Labor contracts covering approximately 11% of hourly
employees will expire in 1995. The Company believes that it will not
experience difficulties in negotiating the renewal of these contracts.
RAW MATERIALS
The Company's principal raw materials are steel and steel scrap which are
purchased in the open market where no shortages are anticipated. The Company
also purchases large extruded metal shapes and milled products that are
available from a limited number of suppliers and high purity iron ore imported
from a limited foreign source. The Company believes these sources are adequate
to provide for the current and future needs of each of the Company's segments
and believes that, if necessary, adequate substitute supplies and suppliers
could be obtained without any material adverse effect on the Company's
operations or operating results. The Company's conclusions as to availability
and impact are based upon the Company's general knowledge of the markets for
its raw materials, and its use of alternative sources from time to time.
ITEM 2 - PROPERTIES
The following are the principal properties of the Company, listed by business
unit:
Usable Space
Business Unit Function Owned/Leased (Square Feet)
HOEGANAES
Riverton, NJ Manufacture iron and steel metal powder Owned 496,000
Gallatin, TN Manufacture steel metal powder Owned 168,000
Milton, PA Bonding and blending metal powder, Owned 102,000
warehouse
CHEM-TRONICS
El Cajon, CA Manufacture aerospace components and Owned 230,000*
repair of jet engine fan blades Building owned 39,000
on leased land
Tulsa, OK Repair of jet engine fan blades Leased 42,000
HANDLING
Handling North
America
Pontiac, IL Manufacture storage rack and slotted angle Owned 400,000*
Sumter, SC Manufacture storage rack Owned 250,000*
Lodi, CA Manufacture storage rack Owned 125,000*
Shepherdsville, KY Manufacture conveyors Owned 106,000*
Handling Europe
Hemel Hempstead, U.K. Manufacture storage rack, slotted angle, Building owned 353,000
shelving and partitioning on leased land
Laubach, Germany Manufacture storage rack, slotted angle, Owned 335,000
shelving, partitioning and conveyors
Gainsborough, U.K. Manufacture conveyors Building owned 103,000
on leased land
Nivelles, Belgium Manufacture storage rack and slotted angle Owned 101,000
Halle, Germany Manufacture steelwork and conveyors Owned 90,000
Kilnhurst, U.K. Manufacture storage rack Owned 89,000*
Handling Asia Pacific
Blacktown, Australia Manufacture storage rack, slotted angle, Owned 135,000*
shelving and conveyors
Wacol, Australia Manufacture shelving and wire products Owned 30,000*
PACKAGING
Scarborough, Canada Manufacture steel strap, edgeboard, Owned 135,000*
collated nails and strapping equipment
Kilnhurst, U.K. Manufacture steel strap, seals, tools and Owned 97,000
machines
Racine, WI Manufacture stitching machines Leased 70,000
Fountain Inn, SC Manufacture non-metallic strap Owned 61,000*
Hodgkins, IL Machine preparation, warehouse Leased 32,000
Maidenhead, U.K. Machine preparation, warehouse Owned 22,000
Strood, U.K. Manufacture over/under-wrappers and Leased 6,000
conveyors
The properties marked with an asterisk (*) are subject to mortgages pursuant to
the bank credit agreement. In addition to the facilities described above, the
Company owns two other warehouses and leases various warehouses and sales and
administrative facilities. The Company believes that its manufacturing
facilities are properly maintained and that production capacity is adequate to
meet the requirements of the Company.
ITEM 3 - LEGAL PROCEEDINGS
The nature of the Company's business is such that it is regularly involved in
legal proceedings incidental to its business. Neither the Registrant nor any
of its subsidiaries is a party to any legal proceedings which are material
within the meaning of regulations of the Securities and Exchange Commission.
Additional information is contained in Notes 15 and 16 of Notes to Consolidated
Financial Statements.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The principal market for Interlake's common stock is the New York Stock
Exchange (ticker symbol: IK). The common stock is also listed on the Chicago
Stock Exchange and is admitted to unlisted trading on the Pacific Coast
Exchange and the Boston Exchange.
Interlake has not paid a dividend or made a distribution with respect to its
common stock since the third quarter of 1989. Restrictions under Interlake's
bank credit agreement (see Note 13 of Notes to Consolidated Financial
Statements) will prevent it from paying any cash dividends in 1995 or in the
foreseeable future.
On December 25, 1994, there were approximately 7,432 holders of record of
Interlake's common stock.
High and low prices of Interlake's common stock during each of the eight
calendar quarters ending on December 31, 1994 were:
1994 1993
Price Price
High Low High Low
Calendar Quarter Ended
March 31. . . . . . . . . . $3 7/8 $2 5/8 $4 3/4 $3 5/8
June 30 . . . . . . . . . . 3 1/4 2 1/8 4 3/8 3 1/8
September 30. . . . . . . . 2 5/8 1 7/8 4 5/8 3 3/8
December 31 . . . . . . . . 2 3/8 1 1/2 4 1/8 2 1/2
ITEM 6 - SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference to the
information under the same caption in the Company's 1994 Annual Report to
Shareholders.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
The information required by this item is incorporated by reference to the
information under the same caption in the Company's 1994 Annual Report to
Shareholders.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to the
information under the same caption in the Company's 1994 Annual Report to
Shareholders.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF
THE REGISTRANT
(a) Information about directors and nominees required by this item is
incorporated by reference to the information under the caption
"DIRECTORS AND NOMINEES" in the Registrant's definitive proxy statement
to be filed in connection with its 1995 Annual Meeting of Shareholders.
(b) The executive officers listed below are elected annually by the Board of
Directors of the Registrant, to serve for a term of office of one year and
until their successors are elected.
Executive Name Age Officer Since Positions During Last 5 Years
W. Robert Reum 52 1982 Chairman of the Board since April
1991 and President and Chief
Executive Officer since January
1991; President and Chief
Operating Officer from August 1989
to December 1990
Craig A. Grant 47 1991 Vice President Human Resources
since May 1991; human resources
executive at The Ceco Corporation
for more than five years prior to
May 1991, of which two were as
Vice President Human Resources
Stephen Gregory 45 1989 Vice President Finance, Treasurer
and Chief Financial Officer since
December 1994; Vice President from
August 1994 to December 1994;
President of the Material Handling
Division of The Interlake
Companies, Inc. from June 1989 to
August 1994
John P. Miller 37 1993 Controller since April 1993; Vice
President Finance of the Material
Handling Division of The Interlake
Companies, Inc. from October 1989
to April 1993
Stephen R. Smith 38 1991 Vice President, Secretary and
General Counsel since January
1993; Vice President and General
Counsel from January through
December 1992; Vice President Law
from September to December 1991;
Partner in the Chicago law firm of
Hopkins & Sutter from 1987 to
September 1991
The Registrant has designated the operating executives named below as
"executive officers" for purposes of certain provisions of the Securities
Exchange Act of 1934.
Executive Name Age Officer Since Positions During Last 5 Years
Brenton S. Fuller 51 1994 Chairman and Managing Director,
Dexion (Australia) Pty. Ltd. since
1976.
Robert J. Fulton 52 1994 President, Hoeganaes Corporation,
the subsidiary which produces
powdered metals, since July 1994;
Chief Executive Officer of
Micafil, Inc. and consultant to
Sterling Stainless Tube - ITT
Automotive from 1992 to 1994;
Executive Vice President and Chief
Operating Officer of Doehler-
Jarvis from 1990 to 1992
John J. Greisch 39 1991 President Material Handling Group
since December 1994; Vice
President since December 1994;
Vice President Finance, Treasurer
and Chief Financial Officer from
February 1993 to December 1994;
Vice President from January
through February 1993; Managing
Director of Dexion Group plc from
May 1991 through December 1992;
Managing Director of Dexion
Limited from February 1990 to
November 1992; Group Finance
Director of Dexion Group plc from
October 1989 to September 1990
James Legler 46 1988 President, Chem-tronics, Inc., the
subsidiary which manufactures
precision engine components and
provides jet engine component
repairs
Robert A. Pedersen 49 1986 President, Interlake Packaging
Corporation, the subsidiary which
produces and distributes
strapping, and strapping products
and equipment
Vincent E. Piacenti 47 1994 Managing Director, Dexion Limited,
since November 1992; Operations
Director, Dexion Limited, from
November 1991 to October 1992;
Vice President Operations,
Material Handling Division from
1987 to November 1991
Bernd Stiller 54 1993 Managing Director, Dexion
Continental Europe since December
1994; Managing Director, Dexion
Group plc from January 1993 to
December 1994; Managing Director,
Dexion GmbH since 1986
Daniel P. Wilson 50 1994 President Material Handling
Division, since January 1994; Vice
President Sales, Material Handling
Division, from 1988 to 1993
ITEM 11 - EXECUTIVE COMPENSATION
The information required by this item is incorporated into this report by
reference to the information under the caption "Executive Compensation" in the
Registrant's definitive proxy statement to be filed in connection with its
1995 Annual Meeting of Shareholders. Notwithstanding the foregoing sentence,
the information set forth under "Executive Compensation - Report of the
Compensation Committee on Executive Compensation" and "Executive Compensation -
Performance Graph" in the Registrant's definitive proxy statement to be filed
in connection with its 1995 Annual Meeting of Shareholders is not incorporated
herein.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item and information regarding compliance
with Section 16(a) of the Securities Exchange Act of 1934 to the extent
required to be disclosed, is incorporated into this report by reference to the
information under the caption "Voting Securities and Security Ownership By
Certain Persons and Management" in the Registrant's definitive proxy statement
to be filed in connection with its 1995 Annual Meeting of Shareholders.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this
report:
Page in
Annual
1. Financial Statements Report*
Report to Independent Accountants 18
Consolidated Statement of Operations for the Years Ended
December 25, 1994, December 26, 1993 and December 27, 1992 19
Consolidated Balance Sheet at December 25, 1994 and
December 26, 1993 20
Consolidated Statement of Cash Flows for the Years Ended
December 25, 1994, December 26, 1993 and December 27, 1992 21
Consolidated Statement of Shareholders' Equity (Deficit)
for the Years Ended December 25, 1994, December 26, 1993
and December 27, 1992 22
Notes to Consolidated Financial Statements 23-38
*Incorporated by reference from the indicated pages of the 1994 Annual
Report to Shareholders
Page in
2. Financial Statement Schedules Form 10-K
Report of Independent Accountants on Financial Statement
Schedules 21
Schedule V Property, Plant and Equipment 22
Schedule VI Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment 23
Schedule VIII Valuation and Qualifying Accounts 24
Schedule X Supplementary Income Statement Information 25
All other schedules are omitted because of the absence of conditions
under which they would have been required or because the required
information is disclosed in the financial statements or notes thereto.
3. Exhibits
Sequential
Numbering
Exhibit System
Number Item Page Number
3. Articles of Incorporation and Bylaws
3.1 Composite of the Registrant's Restated Certificate of Incorporation
as amended, incorporated by reference to Exhibit 3.1 of the Registrant's Annual
Report on Form 10-K for the year ended December 27, 1992 (the "1992 10-K") None
3.2 Bylaws of registrant as amended and restated dated August 23, 1990,
incorporated by reference to Exhibit 3(b) of the Registrant's Annual Report on
Form 10-K for the year ended December 30, 1990 (the "1990 10-K") None
4. Instruments Defining the Rights of Security Holders including
Indentures
4.1 Form of Indenture (including form of Senior Subordinated Debenture),
incorporated by reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-2, File No. 33-46247, as amended (the "Debt S-2") None
4.2 Rights Agreement dated as of January 26, 1989 between the Registrant
and the First National Bank of Chicago, as Rights Agent, (the "Rights
Agreement") incorporated by reference to Exhibit 2 of the Registrant's
Registration Statement on Form 8-A dated as of January 27, 1989 None
4.3 Amendment to Rights Agreement dated as of August 15,1989,
incorporated by reference to Exhibit (a) of the Company's Form 8 dated May 22,
1990 None
4.4 Amendment to Rights Agreement dated as of May 7, 1990, incorporated
by reference to Exhibit (b) of the Company's Form 8 dated May 22, 1990 None
4.5 Form of Amendment to Rights Agreement, incorporated by reference to
Exhibit 4.5 of the Registrant's Registration Statement on Form S-2, File No.
33-46248, as amended (the "Common Stock S-2") None
4.6 Amendment to Rights Agreement dated as of April 13, 1994,
incorporated by reference to Exhibit 7 of the Company's Form 8-A/A dated April
19, 1994 None
4.7 Preferred Stock Purchase Agreement dated as of March 6, 1992 among
the Registrant and the persons listed on the Schedule of Purchasers attached
thereto, incorporated by reference to Exhibit 4.6 of the Common Stock S-2 None
4.8 Revised Form of Registration Rights Agreement among the Registrant
and the parties listed on the signature pages thereof, incorporated by
reference to Exhibit 4.4 of the Registrant's Post-Effective Amendment No. 4 to
the Registration Statement on Form S-2, File No. 33-37041 (the "IRN Post-
Effective Amendment No. 4") None
4.9 Form of Series 1 Junior Convertible Subordinated Debenture,
incorporated by reference to Exhibit 4.11 of the Common Stock S-2 None
4.10 Form of Series 2 Junior Convertible Subordinated Debenture,
incorporated by reference to Exhibit 4.12 of the Common Stock S-2 None
4.11 Series A-3 Preferred Stock Purchase Agreement dated as of May 7, 1992
by and between the Registrant and the persons listed on the signature pages
thereto, incorporated by reference to Exhibit 4.9 of the IRN Post-Effective
Amendment No. 4 None
4.12 Form of Series 3 Junior Convertible Subordinated Debenture (Exchange
Debentures relating to the Series A-3 Preferred Stock), incorporated by
reference to Exhibit 4.10 of the IRN Post-Effective Amendment No. 4 None
4.13 Stock Purchase Agreement dated November 2, 1989 between the
Registrant and LaSalle National Bank, trustee for The Interlake Corporation
Employee Stock Ownership Plan, incorporated by reference to Exhibit 10(v) of
the Registrant's Annual Report on Form 10-K for the year ended December 29, 1991
(the "1991 10-K") None
4.14 Form of Amended and Restated Credit Agreement, incorporated by
reference to Exhibit 10.15 of the IRN Post-Effective Amendment No. 4 None
4.15 First Amendment, dated as of August 17, 1992, to the Amended and
Restated Credit Agreement, incorporated by reference to Exhibit 4.18 of the
1992 10-K None
4.16 Second Amendment, dated as of October 30, 1992, to the Amended
and Restated Credit Agreement, incorporated by reference to Exhibit 4.19 of the
1992 10-K None
4.17 Third Amendment, dated August 20, 1993, to the Amended and Restated
Credit Agreement, incorporated by reference to the Registrant's quarterly
report on Form 10-Q for the quarter ending September 26, 1993 None
4.18 Fourth Amendment, dated December 22, 1993, to the Amended and
Restated Credit Agreement, incorporated by reference to Exhibit 4.29 of the
Registrant's Annual Report on Form 10-K for the year ended December 26, 1993
("1993 10-K") None
4.19 Fifth Amendment, dated February 23, 1994, to the Amended and Restated
Credit Agreement, incorporated by reference to Exhibit 4.30 of the 1993 10-K None
4.20 Sixth Amendment, dated as of August 16, 1994, to the Amended and
Restated Credit Agreement _____
4.21 Seventh Amendment, dated as of January 24, 1995, to the Amended and
Restated Credit Agreement _____
4.22 Eighth Amendment, dated as of February 1, 1995, to the Amended and
Restated Credit Agreement _____
4.23 The Registrant Term Notes dated June 18, 1992, incorporated by
reference to Exhibit 4.20 of the 1992 10-K None
4.24 The Registrant Revolving Notes dated June 18, 1992, incorporated by
reference to Exhibit 4.21 of the 1992 10-K None
4.25 Subsidiary Term Notes dated June 18, 1992, incorporated by reference
to Exhibit 4.22 of the 1992 10-K None
4.26 Subsidiary Revolving Notes dated June 18, 1992, incorporated by
reference to Exhibit 4.23 of the 1992 10-K None
4.27 The Registrant Delayed Draw Notes dated June 18, 1992, incorporated
by reference to Exhibit 4.24 of the 1992 10-K None
4.28 The Registrant Deferred Term Notes dated June 18, 1992, incorporated
by reference to Exhibit 4.25 of the 1992 10-K None
4.29 The Registrant Pledge Agreement dated September 27, 1989, made by the
Registrant and accepted by Chemical Bank, along with stock certificates of the
two subsidiaries, incorporated by reference to Exhibit 10(t) of the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1989
(the "1989 10-K") None
4.30 Amended and Restated Security Agreement dated September 27, 1989 and
amended and restated as of August 17, 1992 between the Registrant and Chemical
Bank, incorporated by reference to Exhibit 4.27 of the 1992 10-K None
4.31 Amended and Restated Security Agreement among Certain Subsidiaries of
the Registrant and Chemical Bank dated as of September 27, 1989 and amended and
restated as of August 17, 1992, incorporated by reference to Exhibit 4.28 of
the 1992 10-K None
10. Material Contracts
<F1>10.1 1995 Executive Incentive Compensation Plan _____
<F1>10.2 1994 Executive Incentive Compensation Plan, incorporated by reference
to Exhibit 10.1 of the 1993 10-K None
<F1>10.3 Key Executive Retention Program adopted February 23, 1995 _____
<F1>10.4 Form of Grant of Stock Award as of February 23, 1995 _____
<F1>10.5 Form of Agreement dated August 27, 1992 for the Cancellation and Re-
Granting of Non-Qualified Stock Options between the Registrant and U.S.
executive officers and employees, incorporated by reference to Exhibit 10.7 of
the 1992 10-K None
<F1>10.6 Form of Non-Qualified Stock Option Agreement dated January 26, 1995
between the Registrant and one executive officer _____
<F1>10.7 Form of Non-Qualified Stock Option Agreement dated January 26, 1995
between the Registrant and one foreign executive officer _____
<F1>10.8 Form of Grant of Stock Award as of May 23, 1991 - Outside Director,
incorporated by reference to Exhibit 10(a) of the 1991 10-K None
<F1>10.9 Form of Grant of Stock Award as of April 26, 1990 - Outside
Directors, incorporated by reference to Exhibit 10(a) of the 1990 10-K None
<F1>10.10 Amendment to Non-Qualified Stock Option Agreement and to Stock
Appreciation Rights granted July 23, 1987 by the Registrant to one U.S.
executive officer, incorporated by reference to Exhibit 10(i) of the 1990 10-K None
<F1>10.11 Amendment to Non-Qualified Stock Option Agreement and to Stock
Appreciation Rights granted July 28, 1988 by the Registrant to one U.S.
executive officer, incorporated by reference to Exhibit 10(j) of the 1990 10-K None
<F1>10.12 1989 Stock Incentive Program, incorporated by reference to the
proxy statement filed in connection with the Registrant's 1990 annual meeting
of shareholders None
<F1>10.13 1986 Stock Incentive Program, incorporated by reference to
Appendix D to the Registrant's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on March 26, 1986 None
10.14 Trust Agreement between the Registrant and Continental Illinois
National Bank and Trust Company of Chicago with respect to The Interlake
Corporation Restated Directors' Post-Retirement Income Plan dated September 30,
1988, incorporated by reference to Exhibit 10(p) of the Registrant's Annual
Report on Form 10-K for the year ended December 25, 1988 (the "1988 10-K") None
10.15 Trust Agreement between the Registrant and Continental Illinois
National Bank and Trust Company of Chicago with respect to the Deferred
Compensation Agreement dated May 29, 1986 (as amended August 5, 1988) between
the Registrant and Frederick C. Langenberg dated September 30, 1988,
incorporated by reference to Exhibit 10(q) of the 1988 10-K None
10.16 Form of Indemnification Agreement between the Registrant and
Outside Directors, incorporated by reference to Exhibit 10(a) of the
Registrant's Annual Report on Form 10-K for the year ending December 27, 1987
(the "1987 10-K") None
<F1>10.17 Form of Indemnification Agreement between the Registrant and
executive officers, including inside directors, incorporated by reference to
Exhibit 10(b) of the 1987 10-K None
<F1>10.18 Form of Severance Pay Agreement between the Registrant and 12
executive officers _____
<F1>10.19 Form of Severance Pay Agreement between the Registrant and two
executive officers _____
10.20 Cross Indemnification Agreement dated as of May 29, 1986,
between the Registrant and Acme Steel Company, incorporated by reference to
Exhibit 10(b) of the Registrant's Annual Report on Form 10-K for the year ended
December 28, 1986 (the "1986 10-K") None
10.21 Parallel Loan Agreement dated as of May 29, 1986, between Acme
Steel Company and The Interlake Companies, Inc., as amended by letter agreement
dated June 27, 1986, incorporated by reference to Exhibit 10(c) of the 1986 10-K None
10.22 Tax Indemnification Agreement dated as of May 29, 1986, between
the Registrant and Acme Steel Company, incorporated by reference to Exhibit
10(i) of the 1986 10-K None
10.23 Deferred Compensation Agreement dated May 29, 1986, between the
Registrant and Frederick C. Langenberg, incorporated by reference to Exhibit
10(j) of the 1986 10-K None
10.24 Instrument of Assumption and Release dated May 29, 1986, between
the Registrant, W. R. Reum and Acme Steel Company, concerning an April 12, 1982
Agreement between W. R. Reum and Interlake, Inc. (n.k.a. Acme Metals, Inc.),
incorporated by reference to Exhibit 10(l) of the 1986 10-K None
13. Portions of the Annual Report to Shareholders for fiscal year ended
December 25, 1994 (With the exception of the data described in Part II, Items
6, 7 and 8, no other data appearing in the Annual Report to Shareholders for
fiscal year ended December 25, 1994, is deemed filed as part of this Form 10-K.) _____
18. Letter of Preferability from Price Waterhouse regarding change in
accounting principle in determining impairment of long-lived assets _____
22. Subsidiaries of the Registrant _____
23. Consent of Experts and Counsel None
23.1 Consent of Price Waterhouse _____
27. Financial Data Schedule -----
28. Description of Capital Stock of the Registrant, incorporated by
reference to Exhibit 28 of the 1992 10-K None
<FN>
<F1> Management contract or compensatory plan or arrangement
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of The Interlake Corporation
Our audits of the consolidated financial statements referred to in our report
dated January 25, 1995, except as to Note 18, which is as of March 8, 1995,
appearing in the 1994 Annual Report to Shareholders of The Interlake
Corporation (which report and consolidated financial statements are incor-
porated by reference in this Annual Report on Form 10-K) also included an audit
of the Financial Statement Schedules listed in Item 14(a) of this Form 10-K.
In our opinion, these Financial Statement Schedules present fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
As discussed in the Notes to Consolidated Financial Statements appearing in the
1994 Annual Report to Shareholders of The Interlake Corporation, the Company
changed its method of evaluating the recoverability of goodwill and other long-
lived assets in 1994 and changed its method of accounting for postretirement
benefits other than pensions and its method of accounting for income taxes in
1992.
PRICE WATERHOUSE LLP
Chicago, Illinois
January 25, 1995
THE INTERLAKE CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE V PROPERTY, PLANT AND EQUIPMENT
(in thousands)
Construction
Land Buildings Equipment in Progress Total
Balance at December 29, 1991 $ 7,391 $75,795 $264,968 $8,013 $356,167
Additions at cost . . . 1,298 15,772 7,518 24,588
Retirements or sales. . (14) (5) (4,161) (4,180)
Changes in exchange rates (386) (3,235) (10,495) (338) (14,454)
Other changes-add (deduct) (128) (224) (1,059) 126 (1,285)
Balance at December 27, 1992 6,863 73,629 265,025 15,319 360,836
Additions at cost . . . 984 24,634 (11,078) 14,540
Retirements or sales. . (108) (2,682) (2,790)
Changes in exchange rates (136) (1,142) (2,058) (17) (3,353)
Other changes-add (deduct) 2 812 (859) (2) (47)
Balance at December 26, 1993 6,729 74,175 284,060 4,222 369,186
Additions at cost . . . 333 12,871 2,281 15,485
Retirements or sales. . (1) (87) (5,938) (411) (6,437)
Changes in exchange rates 218 1,367 3,237 137 4,959
Other changes-add (deduct) 9 (362) (353)
Balance at December 25, 1994 $ 6,946 $75,788 $294,239 $5,867 $382,840
THE INTERLAKE CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE VI ACCUMULATED DEPRECIATION, DEPLETION
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
(in thousands)
Machinery
and
Land Buildings Equipment Total
Balance at December 29, 1991 $ $29,720 $168,491 $198,211
Additions charged to costs
and expenses . . . . 2,176 18,282 20,458
Retirements . . . . . . (5) (3,523) (3,528)
Changes in exchange rates (1,379) (8,265) (9,644)
Other changes-add (deduct) (215) (665) (880)
Balance at December 27, 1992 30,297 174,320 204,617
Additions charged to costs
and expenses . . . . 2,127 17,640 19,767
Retirements . . . . . . (86) (2,244) (2,330)
Changes in exchange rates (589) (1,535) (2,124)
Other changes-add (deduct) (74) (361) (435)
Balance at December 26, 1993 31,675 187,820 219,495
Additions charged to costs
and expenses . . . . 2,144 16,992 19,136
Retirements . . . . . . (83) (4,615) (4,698)
Changes in exchange rates 615 2,354 2,969
Other changes-add (deduct) 204 204
Balance at December 25, 1994 $ $34,351 $202,755 $237,106
Note: The estimated lives used in determining annual rates of depreciation
to be applied to the cost for principal classes of assets are:
Years
Buildings 30 to 50
Machinery and Equipment 3 to 18
THE INTERLAKE CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE VIII VALUATION AND QUALIFYING ACCOUNTS
Additions
Balance at Charged to Charged Balance at
Beginning Costs and to Other End of
Description of Year Expenses Accounts<F1> Deductions Year
(in thousands)
Valuation accounts deducted from assets to which they apply:
Allowance for doubtful accounts receivable
Year ended
December 25, 1994 $ 2,775 $ 873 $ 89 $ (760)<F2> $ 2,977
December 26, 1993 $ 3,989 $ 179 $ 163 $(1,556)<F2> $ 2,775
December 27, 1992 $ 5,014 $ 1,283 $ 201 $(2,509)<F2> $ 3,989
<FN>
<F1> consists principally of recoveries of accounts charged off in prior
years
<F2> consists principally of uncollectible accounts charged off and foreign
exchange rate fluctuations
Amortization of goodwill
Year ended
December 25, 1994 $20,141 $35,652 $ $(49,171)<F1> $ 6,622
December 26, 1993 $18,646 $ 1,495 $ $ $20,141
December 27, 1992 $14,077 $ 4,569 $ $ $18,646
<FN>
<F1> includes write-down of goodwill - see Note 2 of Notes to Consolidated Financial Statements
THE INTERLAKE CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE X SUPPLEMENTARY INCOME STATEMENT INFORMATION
For the Years Ended
December 25, December 26, December 27,
1994 1993 1992
(in thousands)
Maintenance and repairs $ 17,480 $ 17,196 $ 18,451
Depreciation and amortization of
intangible assets, preoperating
costs and similar deferrals * * *
Taxes, other than payroll and income
taxes (principally real estate and
personal property taxes) * * *
Royalties * * *
Advertising costs * * *
*less than 1% of total sales and revenues
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
THE INTERLAKE CORPORATION
By ______________________
W. Robert Reum
Chairman, President and Chief
Executive Officer
March 14, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title
_______________________ Director, Chairman, President and
W. Robert Reum Chief Executive Officer
_______________________ Vice President Finance,
Stephen Gregory Treasurer and Chief Financial Officer
_______________________ Controller and Chief
John P. Miller Accounting Officer
______________________ Director
John A. Canning, Jr.
______________________ Director
James C. Cotting
______________________ Director
Arthur G. Hansen March 14, 1995
______________________ Director
John E. Jones
______________________ Director
Frederick C. Langenberg
______________________ Director
Quentin C. McKenna
______________________ Director
William G. Mitchell
______________________ Director
Erwin E. Schulze
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-4266 and 33-11428) of The Interlake Corporation
of our report dated January 25, 1995, except as to Note 18, which is as of
March 8, 1995, appearing in the 1994 Annual Report to Shareholders of The
Interlake Corporation which is incorporated by reference in this Annual Report
on Form 10-K. We also consent to the incorporation of our report on the
Financial Statement Schedules, which appears elsewhere in this Form 10-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
March 14, 1995