INTERLAKE CORP
S-8 POS, 1994-04-13
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
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      As filed with Securities and Exchange Commission on April 13, 1994
                                                  Registration No. 33-16127
                                                                              
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549
                                   _____________
          
                          POST-EFFECTIVE AMENDMENT NO. 1
                                         to
                                      FORM S-8
                              REGISTRATION STATEMENT
                                        Under
                             THE SECURITIES ACT OF 1933
                                   _____________
          
                             THE INTERLAKE CORPORATION
                (Exact name of registrant as specified in charter)

           DELAWARE                                         36-3428543
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)
																								 	      550 Warrenville Road
                               Lisle, Illinois  60532
				                               (708) 852-8800
(Address, including zip code, and telephone number, including area code, of
 registrant s principal executive offices)
                                  _____________

                 SALARIED EMPLOYEES RETIREMENT SAVINGS PLAN of
                          THE INTERLAKE CORPORATION,
                       THE INTERLAKE COMPANIES, INC. and
                        INTERLAKE PACKAGING CORPORATION
                           (Full Title of the Plan)
                                  _____________

                                 STEPHEN R. SMITH
                   Vice President, Secretary and General Counsel
                               550 Warrenville Road
                              Lisle, Illinois  60532
                                  (708) 852-8800
(Name, address, including zip code, and telephone number, including area code,
 of agent for service)
                                 ______________

                                   COPIES TO:
                              William Harmon, Esq.
                           Jones, Day, Reavis & Pogue
                              77 West Wacker Drive
                          Chicago, Illinois  60601-1692
                                 (312) 782-8585
                                                                              
PAGE
<PAGE>
                              AMENDMENT TO REMOVE

                          SECURITIES FROM REGISTRATION

  
     This S-8 Registration Statement (File No. 33-16147) was originally filed
by The Interlake Corporation (the  Company ) with the Securities and Exchange
Commission on July 29, 1987 to register Common Stock of The Interlake Corpora-
tion (the  Common Stock ) and participations in The Interlake Corporation
Salaried Employees Retirement Savings Plan, The Interlake Companies, Inc.
Salaried Employees Retirement Savings Plan and the Interlake Packaging Corpor-
ation Salaried Employees Retirement Savings Plan (the  Plans ).  Approximately
223 employees were participants in the Interlake Stock Fund of the Plans at
December 31, 1993.

     Effective with Plan Year 1994 (beginning January 1, 1994), the Plans were
amended to eliminate further employee and Company contributions to the Interlake
Stock Fund.  Accordingly, the Company and the Plan have terminated the offering
of shares of Common Stock and participations pursuant to the Plan and hereby
file this Post-Effective Amendment No. 1 pursuant to the undertakings contained
in the Registration Statement to remove from registration the participations in
the Plan.

PAGE
<PAGE>
                                SIGNATURES
                                    
          Pursuant to the requirements of the Securities Act of 1933, the Com-
pany certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to its Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Village of Lisle,
State of Illinois, on April 13, 1994.

                                                 THE INTERLAKE CORPORATION


                                                 By: /s/ W. Robert Reum
                                                    W. Robert Reum
                                               Chairman of the Board, President
                                                 and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-8 has been
signed below by the following persons thereunto duly authorized in the capaci-
ties indicated, in the Village of Lisle, State of Illinois, on April 13, 1994.

/s/ W. Robert Reum______________        /s/ John E. Jones_______________
W. Robert Reum                          John E. Jones, Director  
Chairman of the Board, President and
 Chief Executive Officer, Director 

/s/ John J. Greisch_______________      /s/ Frederick C. Langenberg______
John J. Greisch                         Frederick C. Langenberg, Director
Vice President-Finance, Treasurer
and Chief Financial Officer

/s/ John P. Miller________________      /s/ Quentin C. McKenna_________
John P. Miller, Controller              Quentin C. McKenna, Director

/s/ John A. Canning, Jr.__________      /s/ William G. Mitchell___________
John A. Canning, Jr., Director          William G. Mitchell, Director

/s/ James C. Cotting_____________       /s/ Erwin E. Schulze____________
James C. Cotting, Director              Erwin E. Schulze, Director

/s/ Arthur G. Hansen_____________  
Arthur G. Hansen, Director              

     
PAGE
<PAGE>

The Plan

          Pursuant to the requirements of the Securities Act of 1933, the plan
has duly caused this Post-Effective Amendment No. 1 to the Company s Registra-
tion Statement on Form S-8 to be signed on its behalf by the undersigned, there-
unto duly authorized, in the Village of Lisle, State of Illinois, on this the
13th day of April, 1994.

                              SALARIED EMPLOYEES RETIREMENT
                              SAVINGS PLAN OF
                              THE INTERLAKE CORPORATION
                              THE INTERLAKE COMPANIES, INC.
                              INTERLAKE PACKAGING CORPORATION

                              
                              By: /s/ Stephen R. Smith______________
                                 Stephen R. Smith, Member of the
                                   Administrative Committee

          Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Company s Registration Statement on Form S-8
has been signed below by the following persons thereunto duly authorized in the
capacities and on the date indicated in the Village of Lisle, State of Illinois.

Signature           Title                              Date

/s/ H. Grant Beckwith___________
H. Grant Beckwith   Member, Administrative Committee   April 13, 1994

/s/ Craig A. Grant______________
Craig A. Grant      Member, Administrative Committee   April 13, 1994

/s/ John J. Greisch_____________
John J. Greisch     Member, Administrative Committee   April 13, 1994
                                   
/s/ John P. MIller_______________
John P. Miller      Member, Administrative Committee   April 13, 1994

/s/ Hugo Perez_________________
Hugo Perez          Member, Administrative Committee   April 13, 1994

/s/ Stephen R. Smith____________
Stephen R. Smith    Member, Administrative Committee   April 13, 1994



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