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 stockholders for 1997 and the proxy statement for the
April 23, 1998 annual meeting of stockholders. Please read both documents
before deciding how to vote.
Management and the Board of Directors have recommended a vote FOR the two
nominees named below, and FOR approval of the 1998 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 their
shares will be voted. On the other hand, participants who don't give
timely voting instructions will have their shares voted in the same manner
as the other shares voting purposes. If Union Bank does not receive your
signed voting instructions by April 16, 1998, 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 16, 1998, at the following address: Union
Bank of California, P. O. Box 85291, San Diego, California 92186-5291
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
John E. Jones and W. Robert Reum
(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 1998 Stock Incentive Program
FOR ( ) AGAINST ( ) ABSTAIN ( )
Dated this day of , 1998.
_____________________________
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 1997 and the proxy statement for the
1998 annual meeting of shareholders to be held on April 23, 1998.
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 1998 proxy statement.
Your Scheme shares of Interlake stock is your account balance in the
Share Award Scheme as of December 31, 1997 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 on April 23, 1998, 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 1998 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
John E. Jones and W. Robert Reum
(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 1998 Stock Incentive Program
FOR ( ) AGAINST ( ) ABSTAIN ( )
Dated this day of , 1998
_____________________________________
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 16, 1998.
VOTING INSTRUCTIONS TO LASALLE NATIONAL BANK ("LaSalle"),
TRUSTEE UNDER THE INTERLAKE CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
Dear Interlake ESOP Participant:
Enclosed are voting instructions, The Interlake Corporation's annual report
to stockholders for 1997 and the proxy statement for the April 23, 1998 annual
meeting of stockholders. Please read all documents before deciding how to
vote.
Management and the Board of Directors have recommended a vote FOR the two
nominees named on the enclosed voting instructions, and FOR approval of the
1998 Stock Incentive Program. To support these matters as recommended by
management and the Board of Directors, you need only sign and date the
enclosed voting instructions and return them to the Administrative Management
Group ("AMG") in the return envelope provided.
All shares held by the ESOP Trustee have been allocated to participants'
accounts. 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 allocated shares for which no
participant instructions are received.
Participants who give timely voting instructions determine how all ESOP
shares will be voted. On the other hand, participants who don't give timely
voting instructions will have their shares voted in the same manner as all
other shares for voting purposes. If AMG does not receive your signed voting
instructions by April 16, 1998, 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, the voting instructions must be signed and mailed to AMG
in the accompanying return envelope in time to be received by the close of
business on April 16, 1998, at the following address: Administrative
Management Group, 3800 North Wilke Road, Arlington Heights, IL 60004.
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
John E. Jones and W. Robert Reum
(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 1998 Stock Incentive Program
FOR ( ) AGAINST ( ) ABSTAIN ( )
Dated this day of , 1998.
____________________________________
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 stockholders for 1997 plus a
notice of meeting and proxy statement for the 1998 annual
meeting of stockholders to be held on April 23, 1998. 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 stockholders' 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,
1997 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 Stockholders of THE INTERLAKE
CORPORATION, a Delaware corporation, to be held in Nashville,
Tennessee, on April 23, 1998, 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 1998 annual meeting of stockholders
and set forth in the 1998 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
Jones E. Jones and W. Robert Reum
(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 1998 Stock Incentive Program
FOR ( ) AGAINST ( ) ABSTAIN ( )
Dated this day of , 1998
________________________________
Signature of Participant
These shares will be voted as directed, but will not be voted unless
direction is received by the trustee by April 16, 1998, at Marshall
and Ilsley Trust Company, P. O. Box 2035, Milwaukee, Wisconsin
53201-9919.