UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 Carlson Investment Management
90 Ferris Hill Road, New Canaan, Connecticut 06840
(203) 966 - 3401
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 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 8 Pages
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* This 13D is restated for EDGAR purposes. It was filed in hard
copy on May 2, 1995 as Amendment No. 2 for The Network Company II
Limited.
<PAGE>
SCHEDULE 13D
CUSIP No. 45870210 Page 2 of 8 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 1,374,300
Beneficially 8 Shared Voting Power
Owned By
Each 0
Reporting 9 Sole Dispositive Power
Person
With 1,374,300
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,374,300
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13 Percent of Class Represented By Amount in Row (11)
6.2%
14 Type of Reporting Person
CO
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to
shares of the Common Stock, par value $1.00 per share (the "Shares"), of
The Interlake Corporation, a Delaware corporation (the "Company"). The
address of the Company's principal executive offices is 550 Warrenville
Road, Lisle, Illinois 60532-4387.
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of The Network Company II
Limited, a Jersey, Channel Islands, corporation (the "Reporting Person").
The Reporting Person's principal business is the investment in securities
and other financial instruments in the United States. The principal
business address and the principal office address of the Reporting Person
is LaMotte Chambers, LaMotte Street, St. Helier, Jersey, Channel Islands,
U.K.
The name, business address, citizenship and present principal
occupation of each director and executive officer of the Reporting Person
and of the controlling person thereof are set forth in Schedule I hereto.
Neither the Reporting Person, nor to the best knowledge of the
Reporting Person, any of the persons listed in Annex I hereto, has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired 1,500,000 Shares as a result of the
re-registration of such Shares in the name of the Reporting Person after
the Reporting Person engaged in a share for share exchange with the
stockholders of The Network Co Limited, which company originally acquired
the Shares on June 11, 1992 for $6,000,000 obtained from working capital.
Item 4. Purpose of the Transaction.
The Shares beneficially owned by the Reporting Person were
acquired for investment purposes. Except as otherwise indicated in this
Item 4, the Reporting Person has no present plans or proposals which relate
to or would result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D, although the Reporting Person reserves the
right to develop such plans or proposals.
The Reporting Person intends to review on a continuing basis its
investment in the Company. As of the date of this Schedule 13D, no
determination has been made by the Reporting Person to acquire additional
Shares or dispose of any Shares now held by it, although it reserves the
right to decide to do either. Any such determination will depend on market
conditions prevailing from time to time, and on other conditions which may
be applicable depending on the nature of the transaction or transactions
involved.
Item 5. Interest in Securities of the Issuer.
(a) The 1,374,300 Shares reported as beneficially owned by the
Reporting Person as of the date hereof represent approximately 6.2% of the
22,026,695 Shares issued and outstanding based upon the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994.
Page 3 of 8 Pages
<PAGE>
(b) The Reporting Person has the sole power to vote or to direct
the vote and sole power to dispose or direct the disposition of its Shares.
Mr. Gildea, as general partner of Gildea Management Company, L.P., a
Delaware limited partnership also doing business as Gildea Carlson
Investment Management ("GCIM"), may be deemed to exercise indirect power to
dispose of, but not vote, the Shares held by the Reporting Person, by
virtue of an Investment Management Agreement dated June 11, 1992 by and
between GCIM, Abacus Asset Management Limited ("Abacus") and the Reporting
Person (See Exhibit 1).
(c) Except as set forth in this Schedule 13D, neither the
Reporting Person, nor to the best knowledge of the Reporting Person, any
person named on Annex I hereto (including, but not limited to, John W.
Gildea), owns any Shares, and none has purchased or sold any Shares during
the past 60 days.
(d) Other than as set forth in this Schedule 13D, no person is
known by the Reporting Person to have the right to receive or the power to
direct the receipt of dividends from, or the process from the sale of, the
Shares acquired by the Reporting Person.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than as set forth elsewhere in this Schedule 13D, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons referred to in Item 2 or between such persons
and any other person with respect to any of the securities of the Company,
including, but not limited to, any relating to the transfer or voting of
any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.**
1. Investment Management Agreement dated June 25, 1992 by and
between Gildea Carlson Investment Management, Abacus Asset Management
Limited and the Reporting Person.
2. Agreement of the Signatories to Amendment No. 1 to the Schedule
13D.
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** Not included herewith pursuant to Rule 13d-2(c) under the
Securities and Exchange Act of 1934.
Page 4 of 8 Pages
<PAGE>
SIGNATURE
---------
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: May 1, 1995
THE NETWORK COMPANY II LIMITED
By: /s/ John W. Gildea
--------------------------------------------------------
John W. Gildea
Managing Director/Director
Page 5 of 8 Pages
<PAGE>
ANNEX I
Reporting Person: The Network Company II Limited
c/o Gildea Management Company, L.P.
d/b/a Gildea Carlson Investment Management
90 Ferris Hill Road
New Canaan, Connecticut 06840
Executive Officers, Directors and Controlling Person:
Name . . . . . . . . . . John W. Gildea
Positions . . . . . . . . Director and Managing Director
Principal Occupation
and Employment;
Business Address . . . . General Partner of Gildea Management Company, L.P.,
d/b/a Gildea Carlson Investment Management ("GCIM"),
advisor to The Network Company II Limited*; the
business address of each such entity and Mr. Gildea
is: 90 Ferris Hill Road, New Canaan, Connecticut
06840.
Citizenship . . . . . . . U.S.A.
* By virtue of being the general partner of GCIM, which under its Investment
Management Agreement with the Reporting Person may be deemed to exercise
indirect power to dispose of, but not vote, the Reporting Person's holding
of Shares, and as the Managing Director of the Reporting Person, Mr. Gildea
may be deemed to be a controlling person of the Reporting Person.
Name . . . . . . . . . . Bjorn Carlson
Positions . . . . . . . . Director and Chairman
Principal Occupation
and Employment;
Business Address . . . . President of Carlson Investment Management, an
investment management firm; business address:
S-10724, Stockholm, Sweden
Kungsbron 1
Citizenship . . . . . . . Sweden
Name . . . . . . . . . . Peter Bailey
Position . . . . . . . . Director
Principal Occupation
and Employment;
Business Address . . . . Partner, Coopers & Lybrand, an accounting firm;
business address:
LaMotte Chambers, LaMotte Street, St.
Helier, Jersey, Channel Islands, U.K.
JE1 1BJ
Citizenship . . . . . . . U.K.
Page 6 of 8 Pages
<PAGE>
ANNEX I (CONTINUED)
Name . . . . . . . . . . Michael Horsburgh
Position . . . . . . . . Director
Principal Occupation
and Employment;
Business Address . . . . President, Horsburgh Investment Co.,
an investment management firm; business address:
675 Third Avenue, 22nd Floor
New York, New York, 10017
Citizenship . . . . . . . U.S.
Name: . . . . . . . . . . David Paul Boleat
Position . . . . . . . . Director
Principal Occupation
and Employment;
Business Address . . . . Partner, Coopers & Lybrand, an accounting firm;
business address:
LaMotte Chambers, LaMotte Street, St.
Helier, Jersey, Channel Islands, U.K.
JE1 1BJ
Citizenship . . . . . . . U.K.
Page 7 of 8 Pages
<PAGE>
ANNEX II
DISPOSITIONS OF COMMON STOCK OF
THE INTERLAKE CORPORATION BY THE NETWORK COMPANY II LIMITED
WITHIN THE PAST 60 DAYS
Number of Price Per
Date Shares Share
- -------- -------------- -------------
04/18/95 40,000 $2.50
04/20/95 50,000 $2.63
04/24/95 2,000 $2.88
04/25/95 12,000 $2.88
04/26/95 6,400 $2.88
04/27/95 9,600 $2.88
04/28/95 55,000 $2.88
Page 8 of 8 Pages
