VOTING INSTRUCTIONS TO UNION BANK, TRUSTEE
UNDER THE CHEM-TRONICS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
TO:
You have received, or will soon receive The Interlake Corporation's annual
report to shareholders for 1996 and the proxy statement for the 1997 annual
meeting of shareholders. Please read both documents before deciding how to
vote.
Management and the Board of Directors have recommended a vote FOR the three
nominees named below, and FOR approval of the 1997 Stock Incentive Program. To
support these matters as recommended by management and the Board of Directors,
you need only sign and date the voting instructions below and return them to
Union Bank in the return envelope provided.
Participants who give timely voting instructions determine how both the
allocated and unallocated shares will be voted. On the other hand,
participants who don't give timely voting instructions will have their
shares treated as unallocated shares for voting purposes. If Union Bank
does not receive your signed voting instructions by April 17, 1997, other
participants will effectively be exercising the voting rights which the
ESOP makes available to you. Your voting instructions are confidential.
Your employer will not know how you vote or whether you vote at all.
Finally, the ESOP also provides that participants who provide the Trustee
with voting instructions shall be "named fiduciaries" under the ESOP for
such purposes.
To be effective, these voting instructions must be signed and mailed to
Union Bank in the accompanying return envelope in time to be received by
the close of business on April 17, 1997.
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES LISTED BELOW ( ) WITHHOLD AUTHORITY ( )
(except as marked to the contrary below) to vote for all nominees listed below
F. C. Langenberg, W. G. Mitchell and E. E. Schulze
(INSTRUCTIONS: To direct the Trustee to withhold authority to vote for
any individual nominee, write that nominee's name in the space provided
below).
------------------------------------------
2. Approval of the 1997 Stock Incentive Program
( ) FOR ( ) AGAINST ( ) ABSTAIN
Dated this day of , 1997.
Name: Signature of ESOP Participant
Social Security Number:
Number of Allocated Shares:
To: Dexion UK Share Award Scheme Participant
Enclosed with these voting instructions are The Interlake Corporation's
annual report to shareholders for 1996 and the proxy statement for the
1997 annual meeting of shareholders to be held on April 24, 1997.
Please read both documents before deciding how to vote.
The Dexion UK Share Award Scheme provides that the trustee must vote
your Scheme shares of Interlake stock as you direct; and, if you do not
send your voting instructions to the trustee at least five business days
prior to the shareholders' meeting, your Scheme shares will be voted in
accordance with Management's recommendations which are set forth in the
1997 proxy statement.
Your Scheme shares of Interlake stock is your account balance in the
Share Award Scheme as of December 31, 1996 and is shown above.
VOTING INSTRUCTIONS TO TRUSTEE
To: The Royal Bank of Scotland plc, Trustee under the DEXION UK SHARE
AWARD SCHEME of Dexion Group plc and its subsidiaries:
In accordance with provisions of the Scheme, I hereby direct that at the
Annual Meeting of Shareholders of THE INTERLAKE CORPORATION, a Delaware
corporation, to be held in Lisle, Illinois, on April 24, 1997, and at
any adjournment thereof, my Scheme shares of Interlake stock shall be
voted or caused to be voted as follows, on the following matters set
forth in the 1997 proxy statement.
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES LISTED BELOW ( ) WITHHOLD AUTHORITY ( )
(except as marked to the contrary below) to vote for all nominees listed below
F. C. Langenberg, W. G. Mitchell and E. E. Schulze
(INSTRUCTIONS: To direct the Trustee to withhold authority to vote for
any individual nominee, write that nominee's name in the space provided
below).
------------------------------------------
2. Approval of the 1997 Stock Incentive Program
( ) FOR ( ) AGAINST ( ) ABSTAIN
Dated this day of , 1997
Signature of Participant
These voting instructions will be voted as directed, but will be voted FOR
the above proposals if no direction is given to the contrary by April 17,
1997.
VOTING INSTRUCTIONS TO LASALLE NATIONAL BANK ("LaSalle"),
TRUSTEE UNDER THE INTERLAKE CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
Dear Interlake ESOP Participant:
Enclosed with these voting instructions are The Interlake Corporation's
annual report to shareholders for 1996 and the proxy statement for the
April 24, 1997 annual meeting of shareholders. Please read both documents
before deciding how to vote.
Management and the Board of Directors have recommended a vote FOR the three
nominees named below, and FOR approval of the 1997 Stock Incentive Program.
To support these matters as recommended by management and the Board of
Directors, you need only sign and date the voting instructions below and
return them to The Wyatt Company in the return envelope provided.
Of the 978,862 shares held by the ESOP Trustee at this time, 675,724 have
been allocated to participants' accounts. Shares which have not yet been
allocated to participants' accounts are unallocated shares. The ESOP plan
documents provide that participants who provide voting instructions to the
Trustee will at the same time be directing the Trustee on how to vote a
proportional number of the unallocated shares and the allocated shares for
which no participant instructions are received.
Participants who give timely voting instructions determine how both the
allocated and unallocated shares will be voted. On the other hand,
participants who don't give timely voting instructions will have their
shares treated as unallocated shares for voting purposes. If The Wyatt
Company does not receive your signed voting instructions by April 17, 1997,
other participants will effectively be exercising the voting rights which
the ESOP makes available to you. LaSalle encourages all ESOP participants
to exercise their right to vote their allocated ESOP shares by returning
their voting instructions promptly. Your voting instructions are
confidential and your employer will not know how you vote or whether you
vote at all.
To be effective, these voting instructions must be signed and mailed to The
Wyatt Company in the accompanying return envelope in time to be received by
the close of business on April 17, 1997.
Sincerely,
LASALLE NATIONAL BANK
VOTING INSTRUCTIONS TO LASALLE NATIONAL BANK ("LaSalle"),
TRUSTEE UNDER THE INTERLAKE CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES LISTED BELOW ( ) WITHHOLD AUTHORITY ( )
(except as marked to the contrary below) to vote for all nominees
listed below
F. C. Langenberg, W. G. Mitchell and E. E. Schulze
(INSTRUCTIONS: To direct the Trustee to withhold authority to vote
for any individual nominee, write that nominee's name in the space provided
below).
------------------------------------------
2. Approval of the 1997 Stock Incentive Program
( ) FOR ( ) AGAINST ( ) ABSTAIN
Dated this day of , 1997.
Signature of ESOP Participant
Name:
Social Security Number:
Number of Allocated Shares:
VOTING INSTRUCTIONS UNDER THE INTERLAKE STOCK FUND
To: Interlake Stock Fund Participant
You have received, or soon will receive, The Interlake Corporation's
annual report to shareholders for 1996 plus a notice of meeting and
proxy statement for the 1997 annual meeting of shareholders to be held
on April 24, 1997. Please read both documents before deciding how to
vote.
Each Plan provides that the trustee must vote your proportionate share
of the Interlake Stock Fund as you direct; and, if the trustee does not
receive your voting instructions at least five business days prior to
the shareholders' meeting, your shares will not be voted.
Your proportionate share of the Interlake Stock Fund is your account
balance in the Interlake Stock Fund as of December 31, 1996 divided by
the account balance in the Interlake Stock Fund of all participants,
and is shown above as a decimal equivalent.
VOTING INSTRUCTIONS TO TRUSTEE
To: Marshall & Ilsley Trust Company, Trustee under the SALARIED
EMPLOYEES RETIREMENT SAVINGS PLAN of The Interlake Corporation:
In accordance with provisions of the Plans, I hereby direct that at the
Annual Meeting of Shareholders of THE INTERLAKE CORPORATION, a Delaware
corporation, to be held in Lisle, Illinois, on April 24, 1997, and at
any adjournment thereof, my proportionate share of the Interlake Stock
Fund shall be voted or caused to be voted as follows, on the following
matters identified in the notice of 1997 annual meeting of shareholders
and set forth in the 1997 proxy statement.
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES LISTED BELOW ( ) WITHHOLD AUTHORITY ( )
(except as marked to the contrary below) to vote for all nominees
listed below
F. C. Langenberg, W. G. Mitchell and E. E. Schulze
(INSTRUCTIONS: To direct the Trustee to withhold authority to vote for
any individual nominee, write that nominee's name in the space provided
below).
------------------------------------------
2. Approval of the 1997 Stock Incentive Program
( ) FOR ( ) AGAINST ( ) ABSTAIN
Dated this day of , 1997
________________________________
Signature of Participant
These shares will be voted as directed, but will not be voted unless
direction is received by the trustee by April 17, 1997.
Sevoting.97b