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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
THE INTERLAKE CORPORATION
(Name of Subject Company)
THE INTERLAKE CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
AND
SERIES A CONVERTIBLE EXCHANGEABLE PREFERRED
STOCK, PAR VALUE $1.00 PER SHARE
(Title of Classes of Securities)
458702 10 7 (COMMON STOCK)
(CUSIP Number of Class of Securities)
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STEPHEN R. SMITH
VICE PRESIDENT, SECRETARY
AND GENERAL COUNSEL
THE INTERLAKE CORPORATION
550 WARRENVILLE ROAD
LISLE, ILLINOIS 60532-4387
(630) 852-8800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
On Behalf of the Person(s) Filing Statement)
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WITH A COPY TO:
JAMES M. REUM, ESQ.
WINSTON & STRAWN
35 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601
(312) 558-5644
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The Interlake Corporation, a Delaware corporation (the "Company"),
hereby amends and supplements its Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Securities and Exchange Commission on December 10,
1998 with respect to the offer by GKN North America Manufacturing Inc., a
Delaware corporation (the "Purchaser"), and a wholly owned subsidiary of GKN
North America Incorporated, a Delaware corporation, to purchase all outstanding
shares of Common Stock, par value $1.00 per share (the "Common Shares")
(including the associated Common Share purchase rights (the "Rights") issued
pursuant to that certain Rights Agreement dated as of January 26, 1989 between
the Company and The First National Bank of Chicago, as Rights Agent, as
amended), of the Company at a price per Common Share of $7.25, net to the seller
in cash, and all outstanding shares of Series A Convertible Exchangeable
Preferred Stock, par value $1.00 per share (the "Series A Shares" and together
with the Common Shares, the "Shares"), of the Company at a price per Series A
Share of $1,980.87, net to the seller in cash, in each case upon the terms and
subject to the conditions set forth in the Offer to Purchase dated December 10,
1998 and in the related Letter of Transmittal (which, as amended from time to
time, together constitute the "Offer").
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended and supplemented as follows:
The Purchaser and the Company have been advised by IBJ Whitehall Bank &
Trust Company, the depositary for the Offer, that as of 12:00 midnight, New York
City time, on Wednesday, February 3, 1999, approximately 18,691,384 Common
Shares (including the Rights), representing approximately 81% of the outstanding
Common Shares, and 40,000 Series A Shares, representing all of the outstanding
Series A Shares, had been tendered and accepted for payment by the Purchaser
pursuant to the Offer. The accepted Shares represent approximately 87% of the
outstanding Common Shares after giving effect to the conversion of the Series A
Shares.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
THE INTERLAKE CORPORATION
By: /s/ Stephen R. Smith
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Name: Stephen R. Smith
Title: Vice President, Secretary
and General Counsel
Date: February 4, 1999
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