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Exhibit 4.1
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The Interlake Corporation
550 Warrenville Road
Lisle, Illinois 60532-4307
December 5, 1998
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670
Attention: Corporate Trust Department
Trust Officer
Re: Amendment to the Rights Agreement
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Ladies and Gentlemen:
Pursuant to Section 26 of the Rights Agreement (the "Rights
Agreement"), dated January 26, 1989, as amended, between The Interlake
Corporation (the "Company") and The First National Bank of Chicago, as rights
agent, the Company, by resolution adopted by its Board of Directors, hereby
amends the Rights Agreement as follows:
1. Section 1(n) of the Rights Agreement is hereby amended by
adding the following new Section 1(nn) immediately thereafter:
(hh) "MERGER AGREEMENT" means the Agreement and Plan of
Merger, dated as of December 5, 1998, among GKN plc, a United
Kingdom corporation, GKN North America Manufacturing,
Incorporated, a Delaware corporation ("Parent"), GKN North
America Manufacturing, Inc., a Delaware corporation and a
wholly-owned subsidiary of Parent (the "Purchaser") and the
Company.
2. Section 1 of the Rights Agreement is hereby amended by
adding the following new paragraph at the end of that Section:
Notwithstanding anything in this Agreement to the
contrary, none of Parent, the Purchaser, any of their
Affiliates or Associates or any of their permitted assignees
or transferees shall be deemed an Acquiring Person, and none
of a Distribution Date, a Share
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The First National Bank of Chicago
December 5, 1998
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Acquisition Date or a Triggering Event shall be deemed to
occur or to have occurred, in each such case, by reason of the
approval, execution or delivery of the Merger Agreement, the
consummation of the Merger or the Offer (each as defined in
the Merger Agreement) or the consummation of the other
transactions contemplated by the Merger Agreement.
3. Section 1(j) of the Rights Agreement is hereby amended to
read in its entirety as follows:
(j) "Expiration Date" shall mean the earliest of (i) the Close
of Business on the final Expiration Date, (ii) the time at
which the Rights are redeemed as provided in Section 23
hereof, and (iii) immediately prior to the Effective Time (as
defined in the Merger Agreement).
4. Section 1(k) of the Rights Agreement is hereby amended in
its entirely as follows:
(k) "Final Expiration Date" shall mean June 30, 1999.
5. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment to the Rights Agreement, but shall remain in
full force and effect.
6. Capitalized terms used without other definition in this
Amendment to the Rights Agreement shall be used as defined in the Rights
Agreement.
7. This Amendment to the Rights Agreement shall be deemed to
be a contract made under the laws of the State of Delaware and for all purposes
will be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.
8. This Amendment to the Rights Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
9. This Amendment to the Rights Agreement shall be effective
as of, and immediately prior to, the execution and delivery of the Merger
Agreement, and all references to the
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The First National Bank of Chicago
December 5, 1998
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Rights Agreement shall, from and after such time, be deemed to be references to
the Rights Agreement as amended hereby.
10. Exhibits B and C to the Rights Agreement shall be deemed
amended in a manner consistent with this Amendment to the Rights Agreement.
Very truly yours,
THE INTERLAKE CORPORATION
By: /s/ Stephen R. Smith
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Name: Stephen R. Smith
Title: Vice President,
Secretary and
General Counsel
Accepted and agreed to as of the
effective time specified above:
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Peter Sablich
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Name: Peter Sablich
Title: Vice President