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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
THE INTERLAKE CORPORATION
--------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
458702 10 7
-----------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 458702 10 7 13G Page 2 of 7 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago Equity Corporation 36-246372
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Illinois
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 7,224,771 shares
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 7,224,771 shares
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
7,224,771 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
23.67% - However, the securities held by First Chicago Equity Corporation
are only convertible into Common Stock under certain limited
circumstances.
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TYPE OF REPORTING PERSON*
12
CO
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CUSIP No. 458702 10 7 13G Page 3 of 7 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Chicago NBD Corporation 38-1984850
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
None except indirectly through one or more subsidiaries as reported
herein. See Item 4.
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
CO HC
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Item 1(a). Name of Issuer:
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The Interlake Corporation (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
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550 Warrenville Road
Lisle, Illinois 60532
Item 2(a). Name of Person Filing:
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First Chicago NBD Corporation ("FCN") is filing this statement on
behalf of itself and its wholly-owned subsidiary, First Chicago
Equity Corporation ("FCEC"), formerly known as First Capital
Corporation of Chicago. The agreement of FCN and FCEC to file joint
disclosure statements on Schedule 13G was filed previously.
Item 2(b). Address of Principal Business Office:
------------------------------------
For FCN and FCEC:
One First National Plaza
Chicago, Illinois 60670
Item 2(c). Citizenship:
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FCEC is a corporation organized under the laws of the State of
Illinois. FCN is a corporation organized under the laws of the
State of Delaware.
Item 2(d). Title of Class of Securities:
----------------------------
Common Stock (the "Common")
Item 2(e). CUSIP Number
------------
458702 10 7
Item 3. Type of Person Filing:
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Not applicable.
Item 4. Ownership:
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(a)-(b) Pursuant to a Preferred Stock Purchase Agreement, dated as
of March 6, 1992, as amended by Amendment No. 1 to Preferred
Stock Purchase Agreement dated as of June 11, 1992, FCEC initially
purchased 31,500 shares of the Company's Series A2 Convertible
Exchangeable Preferred Stock (the "Series A Preferred") from the
Company. Subject to certain conditions and restrictions, the
Series A Preferred held by FCEC is currently convertible into
7,224,771 shares of Common. To the extent the Conversion Price (as
defined in the Certificate of Designation for the Series A
Preferred) relating to the Series A Preferred is adjusted pursuant
to the terms of such Certificate of Designation, the number of
shares of Common into which the Series A Preferred may be converted
will be increased.
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The Series A Preferred is also exchangeable at the option of the
Company (subject to certain restrictions) into exchangeable
debentures of the Company ("Exchangeable Debentures"), and, subject
to certain conditions and restrictions, such Exchangeable
Debentures are also convertible into shares of Common. Upon the
satisfaction of certain conditions, the Series A Preferred will
automatically convert into the Company's Series B Convertible
Preferred Stock (the "Series B Preferred"). The Series A Preferred,
the Series B Preferred and the Exchangeable Debentures are
convertible into non-voting Common Stock or, subject to certain
conditions and restrictions, voting Common. Pursuant to the terms
of the Certificate of Designation, the holders of Series A
Preferred are entitled upon a Change of Control or Fundamental
Change (as defined in the Certificate of Designation), to require
the Company to redeem all or a portion of the Series A Preferred
held by holders.
The applicable Certificate of Designation and Exchange Debentures
restrict the ability of the holders of Series A Preferred, Series B
Preferred and the Exchangeable Debentures to convert such
securities into Common so long as such holders would have a
Regulatory Problem (as defined in the applicable Certificate of
Designation and the Exchange Debentures) in connection with holding
Common. To the extent a holder has a Regulatory Problem, the
conversion of such securities by a holder thereof is only permitted
upon the occurrence of one or more of the following events: (i) a
public offering or public sale of Common, (ii) a disposition of the
Company's securities to a person or group of persons if, after such
disposition, such person or group of persons would not, in the
aggregate, own, control or have the right to acquire more than two
percent of the outstanding securities of any class of voting
securities of the Company, (iii) a merger, consolidation or similar
transaction if, after such transaction, a person or group of
persons in the aggregate would own or control securities which
possess in the aggregate the ordinary voting power to elect a
majority of the surviving corporation's directors, (iv) a
disposition of the Company's securities to a person or group of
persons if, after such disposition, such person or group of persons
would own or control securities which possess in the aggregate the
ordinary voting power to elect a majority of the Company's
directors, or (v) the liquidation, dissolution or winding-up of the
Company.
Assuming the conversion of the Series A Preferred held by FCEC into
Common, FCEC may be deemed to own 23.67% of the outstanding Common.
However, pursuant to restrictions in the Bank Holding Company Act
of 1956, as amended, FCEC is prohibited from owning more than
5 percent of the voting Common.
FCN may be deemed to own the shares of Common solely through its
ownership of FCEC.
(c) One or more banking and investment management subsidiaries of
FCN hold 930 shares of Common solely in a fiduciary capacity. The
subsidiaries have sole disposition power over 930 shares and sole
voting power over 300 shares. FCN and FCEC disclaim any beneficial
ownership in such shares. See also items 5 through 9 and item 11 on
pages two and three hereof.
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Item 5. Ownership of Five Percent or Less of a Class:
--------------------------------------------
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
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Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported On by the Parent Holding Company:
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Not applicable.
Item 8. Identification and Classification of Member of the Group:
--------------------------------------------------------
Not applicable.
Item 9. Notice of Dissolution of Group:
------------------------------
Not applicable.
Item 10. Certification:
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Not applicable.
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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
correct.
Date: February 10, 1998
FIRST CHICAGO NBD CORPORATION
/s/ M. Eileen Kennedy
By: _________________________
M. Eileen Kennedy
Senior Vice President and
Treasurer
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