SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 7, 1998
THE INTERLAKE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-9149 36-3428543
(Commission File Number) (I.R.S. Employer Identification No.)
550 Warrenville Road, Lisle, Illinois 60532-4387
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 852-8800
N.A.
(Former name or former address, if changed since last report)
Item 5. Other Events.
GKN plc and The Interlake Corporation (the "Company")
announced on December 7, 1998 that the Company and GKN North America
Incorporated have entered into a definitive merger agreement which contemplates
the acquisition by GKN North America Incorporated of all the outstanding capital
stock of the Company through a cash tender offer and subsequent merger.
The Company incorporates into this Current Report on Form 8-K
additional information concerning the above transactions set forth in (i) the
press release of the Company dated December 7, 1998 and (ii) the Agreement and
Plan of Merger dated as of December 5, 1998 (the "Merger Agreement") among GKN
North America Incorporated, GKN North America Manufacturing Inc. and the
Company, copies of which are attached hereto as Exhibits 99.1 and 99.2,
respectively.
On December 4, 1998, the Board of Directors of the Company
approved an Amendment (the "Amendment") dated as of December 5, 1998 to the
Rights Agreement (the "Rights Agreement") dated as of January 26, 1989 as
amended, between the Company and The First National Bank of Chicago, as Rights
Agent. The Amendment made the provisions of the Rights Agreement inapplicable to
the tender offer and the other transactions contemplated by the Merger
Agreement, and provides that the Rights Agreement will expire on the earliest of
(i) June 30, 1999, (ii) the time at which the Rights are redeemed pursuant to
the Rights Agreement and (iii) immediately prior to the Effective Time (as
defined in the Merger Agreement).
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is attached as
Exhibit 4.1 to the Company's Registration Statment on form 8-A/A dated December
7, 1998, and is incorporated herein by reference. Copies of the Rights Agreement
are available free of charge from the Company.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
4.1 Amendment dated as of December 5, 1998 to the Rights
Agreement dated as of January 26, 1989, as amended,
between the Company and The First National Bank of
Chicago, as Rights Agent, incorporated by reference
to Exhibit 4.1 of the Company's Registration
Statement on Form 8-A/A dated December 7, 1998.
99.1 Press Release of the Company dated December 7, 1998.
99.2 Agreement and Plan of Merger dated as of December 5,
1998 among GKN North America Incorporated, GKN North
America Manufacturing Inc. and the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE INTERLAKE CORPORATION
Date: December 7, 1998 By:/s/ Stephen R. Smith
-----------------------------------
Stephen R. Smith
Vice President, Secretary and
General Counsel