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
----------------------------------------------------------------
(Name of issuer)
Common Stock, par value $1.00 per share
----------------------------------------------------------------
(Title of class of securities)
45870210
-----------------------------
(CUSIP number)
R.C.O. Hellyer
J O Hambro & Company Limited
10 Park Place
London SW1A 1LP England
011-44-171-222-2020
-------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
September 18, 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 /__/.
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
disclosures 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 (the "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 14 Pages
<PAGE>
13D
CUSIP No. 45870210 Page 2 of 14 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Hambro & Company Limited
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 1,049,434
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 1,049,434
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,434
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 45870210 Page 3 of 14 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Hambro Asset Management Limited
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 1,049,434
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 1,049,434
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,434
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14. TYPE OF REPORTING PERSON*
HC,CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 45870210 Page 4 of 14 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Hambro & Partners Limited
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 1,049,434
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 1,049,434
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,434
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14. TYPE OF REPORTING PERSON*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 45870210 Page 5 of 14 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Hambro Investment Management Limited
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 45870210 Page 6 of 14 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Christopher Harwood Bernard Mills
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 1,049,434
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 1,049,434
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,434
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 45870210 Page 7 of 14 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Growth Financial Services Limited (formerly named Growth Investment
Management Limited)
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 500,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 500,000
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 45870210 Page 8 of 14 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
North Atlantic Smaller Companies Investment Trust plc (formerly named
Consolidated Venture Trust plc)
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 500,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 500,000
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14. TYPE OF REPORTING PERSON*
IV, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 45870210 Page 9 of 14 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Opportunity Trust plc (formerly named Leveraged Opportunity
Trust plc)
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 250,000
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 250,000
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14. TYPE OF REPORTING PERSON*
IV, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 45870210 Page 10 of 14 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Oryx International Growth Fund
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey (Channel Islands)
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 192,500
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 192,500
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14. TYPE OF REPORTING PERSON*
IV, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13D
CUSIP No. 45870210 Page 11 of 14 Pages
1.
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Consulta (Channel Islands) Limited
No S.S. or IRS Identification Number
(a)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey (Channel Islands)
7. SOLE VOTING POWER
NUMBER OF 0
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 192,500
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON 192,500
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14. TYPE OF REPORTING PERSON*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
AMENDMENT NO. 3 TO
STATEMENT ON SCHEDULE 13D
This Amendment No. 3 to Statement on Schedule 13D (the "Amendment")
amends Item 5 of the Statement on Schedule 13D (the "Schedule 13D") filed on
June 21, 1996 with the Securities and Exchange Commission (the "SEC") by the
Filing Parties, as amended by Amendment No. 1 filed with the SEC on July 26,
1996, and as further amended by Amendment No. 2 filed with the SEC on September
19, 1997.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No change except that Items 5(a-c, e) are replaced with the following:
5(a-b) The aggregate number and percentage of the outstanding Common
Stock of the Company beneficially owned by each of the Filing Parties are as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Number of Number of
Number of Shares: Shares: Sole
Aggregate Shares: Sole Shared or Shared
Filing Number of Power to Power to Power to Approximate
Party Shares: Vote Vote Dispose Percentage*
- ------ ------------ -------------- ------------ -------------- -----------
J O Hambro 1,049,434 0 1,049,434 1,049,434 4.5%
& Company
J O Hambro Asset 1,049,434 0 1,049,434 1,049,434 4.5%
Management
J O Hambro 1,049,434 0 1,049,434 1,049,434 4.5%
& Partners
J O Hambro 0 0 0 0 0%
Investment
Christopher H.B. 1,049,434 0 1,049,434 1,049,434 4.5%
Mills
GFS 500,000 0 500,000 500,000 2.2%
NASCIT 500,000 0 500,000 500,000 2.2%
American 250,000 0 250,000 250,000 1.1%
Opportunity Trust
Oryx 192,500 0 192,500 192,500 0.8%
Consulta 192,500 0 192,500 192,500 0.8%
- -------------
* Based on 23,151,792 shares of Common Stock outstanding as of July 15, 1997,
which is based on information reported in the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 1997.
</TABLE>
Page 12 of 14 Pages
<PAGE>
5(c) Since September 10, 1997, the Filing Parties effected no transactions in
the Common Stock other than those set forth in the following table:
Date Filing Party No. of Shares Price(U.S.$) Broker
18-Sep-97 AOT 57,150 6.719 Wheat First
18-Sep-97 NASCIT 114,300 6.719 Wheat First
18-Sep-97 ORYX 33,680 6.719 Wheat First
18-Sep-97 Sannafi 3,000 6.719 Wheat First
18-Sep-97 Seaway 15,036 6.719 Wheat First
18-Sep-97 Peak Investments 500 6.719 Wheat First
18-Sep-97 Mishal Kanoo 1,000 6.719 Wheat First
18-Sep-97 Jan Gilbert
Charitable
Remainder Trust 1,000 6.719 Wheat First
18-Sep-97 Lord Stevens Pension
Fund 5,000 6.719 Wheat First
All of the above transactions were effected in the open market and were
sales.
(e) On September 18, 1997, the Filing Parties ceased to beneficially
own more than five percent of the outstanding Common Stock.
Page 13 of 14 Pages
<PAGE>
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.
Dated: 24 September 1997 J O HAMBRO & PARTNERS
LIMITED
By: /s/ R C O Hellyer
Name: R C O Hellyer
Title:Director
Executed on behalf of the
parties hereto pursuant to
the previously filed Joint
Filing Agreement.
Page 14 of 14 Pages
<PAGE>
