SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Interlake Corporation
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
458702107
(CUSIP Number)
Abbe L. Dienstag, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
September 2, 1997
(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: |_|
Page 1 of 12 pages
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SCHEDULE 13D
CUSIP No. 458702107 Page 2 of 12 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,259,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,259,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,259,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |_|
CERTAIN SHARES
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP No. 458702107 Page 3 of 12 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P. 13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 291,600 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 291,600 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 291,600 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP No. 458702107 Page 4 of 12 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 226,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 226,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 226,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 458702107 Page 5 of 12 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,550,600 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,550,600 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,550,600 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP No. 458702107 Page 6 of 12 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,776,600 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,776,600 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,776,600 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 458702107 Page 7 of 12 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,776,600 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,776,600 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,776,600 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
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<PAGE>
Amendment No. 1 to
Schedule 13D
This amends the Schedule 13D dated July 25, 1997 (the "Schedule 13D")
filed by Dickstein & Co., L.P. ("Dickstein & Co."), Dickstein Focus Fund L.P.
("Dickstein Focus"), Dickstein International Limited ("Dickstein
International"), Dickstein Partners, L.P. ("Dickstein Partners"), Dickstein
Partners Inc. ("Dickstein Inc.") and Mark Dickstein with respect to the Common
Stock, $1.00 par value (the "Common Stock"), of The Interlake Corporation, a
Delaware corporation, (the "Company"). Notwithstanding this Amendment No. 1, the
Schedule 13D speaks as of its date. Capitalized terms used without definition
have the meanings ascribed to them in the Schedule 13D.
I. Item 3 of the Schedule 13D "Source and Amount of Funds or other
Consideration." is amended and restated as follows:
"The shares of Common Stock reported to be owned by Dickstein & Co.,
Dickstein Focus and Dickstein International were acquired in the open market.
The total cost of the reported shares by Dickstein & Co., Dickstein Focus and
Dickstein International was $5,228,639, $1,434,716 and $957,875, respectively.
Such costs were funded out of working capital, which may, at any given time,
include margin loans made by brokerage firms in the ordinary course of
business."
II. Items 5(a) and 5(c) of the Schedule 13D "Interest in Securities of
the Issuer." are amended and restated as follows:
"(a) The Reporting Persons beneficially own an aggregate of 1,776,600
shares of Common Stock, representing approximately 7.7% of the Common Stock
outstanding. Dickstein & Co. owns 1,259,000 of such shares, representing
approximately 5.4% of the Common Stock outstanding, Dickstein Focus owns 291,600
of such shares, representing approximately 1.3% of the Common Stock outstanding
and Dickstein International owns 226,000 of such shares, representing
approximately 1.0% of the Common Stock outstanding.1
Mark Kaufman, a Vice President of Dickstein Inc., owns 12,000 shares of
Common Stock and Arthur Wrubel, also a Vice President of Dickstein Inc. owns
4,000 shares of Common Stock.
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1 Percentages are based upon 23,151,792 shares of Common Stock reported
outstanding as of August 15, 1997 in the Company's Quarterly Report on
Form 10-Q for the quarter ended July 15, 1997.
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<PAGE>
(c) Except for the transactions set forth on Schedule II
annexed hereto and Schedule II to Schedule 13D, none of the persons identified
in Item 2 has effected any transactions in the Common Stock during the past 60
days. All such transactions were effected in the open market."
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: September 3, 1997
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of
Dickstein Partners, L.P., the
general partner of Dickstein &
Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of
Partners, L.P., the general
partner of Dickstein Focus
Fund L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the agent of Dickstein
International Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President
of Dickstein Partners Inc.,
the general partner of
Dickstein Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
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<PAGE>
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Mark Dickstein
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<PAGE>
SCHEDULE II
TRANSACTIONS IN COMMON
STOCK OF
THE INTERLAKE CORPORATION
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price Per Total Cost
Date Purchased Share Commission
7/25/97 10,000 5.1250 615.00 51,865.00
7/31/97 19,300 5.0000 1,173.00 97,673.00
8/1/97 15,000 5.0000 915.00 75,915.00
8/4/97 21,500 5.1170 1,305.00 111,320.50
8/18/97 9,100 5.5000 561.00 50,611.00
8/19/97 46,000 5.5480 2,775.00 257,983.00
9/2/97 50,000 5.7813 2,515.00 291,580.00
9/2/97 118,000 5.8097 7,095.00 692,639.60
9/3/97 28,400 5.9375 1,719.00 170,344.00
9/3/97 16,600 6.0625 996.00 101,633.50
Shares Purchased by Dickstein International Limited
Number of
Shares Price Per
Date Purchased Share Commission Total Cost
7/25/97 1,300 5.1250 93.00 6,755.50
8/1/97 3,000 5.0000 195.00 15,195.00
8/4/97 6,000 5.1170 375.00 31,077.00
8/18/97 11,700 5.5000 717.00 65,067.00
8/19/97 8,000 5.5480 495.00 44,879.00
9/2/97 30,000 5.8097 1,815.00 176,106.00
9/3/97 5,100 5.9375 321.00 30,602.25
9/3/97 2,900 6.0625 174.00 17,755.25
Shares Purchased by Dickstein Focus Fund L.P.
Number of
Shares Price Per
Date Purchased Share Commission Total Cost
7/25/97 2,000 5.1250 135.00 10,385.00
8/1/97 5,000 5.0000 315.00 25,315.00
8/4/97 6,900 5.1170 429.00 35,736.30
8/18/97 32,000 5.5000 1,935.00 177,935.00
8/19/97 11,000 5.5480 675.00 61,703.00
9/2/97 39,600 5.8097 2,391.00 232,455.12
9/3/97 6,500 5.9375 405.00 38,998.75
9/3/97 4,500 6.0625 270.00 27,551.25
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