UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
The Interlake Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45870210
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(CUSIP Number)
John W. Gildea, Managing Director
The Network Company II Limited
c/o Gildea Management Company, L.P.
d/b/a Gildea Investment Management
115 East Putnam Road, Greenwich, Connecticut 06830
(203) 629-0861
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 1995
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting 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)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*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 disclosure provided in a prior cover page.
The information required on 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).
Page 1 of 4 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 45870210 Page 2 of 4 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
THE NETWORK COMPANY II LIMITED
2 Check the Appropriate Box If a Member of a Group
a. / /
b. / /
3 SEC Use Only
4 Source of Funds
00
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
Jersey, Channel Islands, U.K.
7 Sole Voting Power
Number of
Shares 1,106,700
Beneficially 8 Shared Voting Power
Owned By
Each 0
Reporting 9 Sole Dispositive Power
Person
With 1,106,700
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,106,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
4.85%
14 Type of Reporting Person
CO
<PAGE>
This Amendment No. 3, dated December 26, 1995, to the Schedule 13D filed on June
11, 1992 on behalf of The Network Co. Limited and The Network Company II
Limited, as amended by Amendment No. 1 thereto filed on November 19, 1992 and as
further amended by Amendment No. 2 thereto filed on May 2, 1995 (as so amended,
the "Schedule 13D") relates to the common stock (the "Common Stock") of The
Interlake Corporation (the "Issuer"), and is being filed pursuant to Rule 13d-2
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13D.
The statement on Schedule 13D, as amended, is hereby further amended and
supplemented as follows:
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Person owns 1,106,700 shares
of Common Stock, which constitute approximately 4.85% of the 22,816,195
outstanding shares of the Common Stock based upon the Issuer's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 1995.
(c) The Reporting Person sold 50,000 shares of the Common Stock on
December 22, 1995 at a price per share of $2.25 in a routine open-market
brokerage transaction.
(e) The sale by the Reporting Person of 50,000 shares of the Common
Stock on December 22, 1995 caused the Reporting Person's beneficial ownership of
the Common Stock to constitute less than 5% of the outstanding shares of the
Common Stock.
Page 3 of 4 Pages
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: December 26, 1995
THE NETWORK COMPANY II LIMITED
By: /s/ John W. Gildea
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John W. Gildea
Managing Director/Director
Page 4 of 4 Pages
