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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The Interlake Corporation
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $1.00 per share
________________________________________________________________________________
(Title of Class of Securities)
458702-10-7
_______________________________________________________________
(CUSIP Number)
Paul R. Wood, Madison Dearborn Partners
Three First National Plaza, Suite 3800, Chicago, IL 60602 (312) 895-1150
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 1, 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 [_].
Check the following box if a fee is being paid with the statement [X]. (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
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 ("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).
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SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 458702-10-7 PAGE 2 OF 6 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Madison Dearborn Partners VIII
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Illinois general partnership
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,103,118
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,103,118
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,103,118
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.55%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
------------
Item 1. Security and Issuer.
-------------------
This Statement relates to shares of Common Stock, par value $1.00 per
share (the "Common Stock"), of The Interlake Corporation, a Delaware
corporation (the "Company").
The address of the Company's principal executive office is 550
Warrenville Road, Lisle, IL 60532-4387.
Item 2. Identity and Background.
-----------------------
(a) This statement is being filed by Madison Dearborn Partners VIII,
an Illinois general partnership ("MDP"), by virtue of its direct
beneficial ownership of Common Stock. The general partners of
MDP are:
John A. Canning, Jr. William J. Hunckler III
Kent P. Dauten Gary J. Little
Paul R. Wood Benjamin D. Chereskin
Samuel M. Mencoff Thomas R. Reusche
Paul J. Finnegan James N. Perry, Jr.
Justin S. Huscher
(b) The address of the principal business and principal office of MDP
is Three First National Plaza, Suite 3800, Chicago, Illinois
60602.
(c) MDP is a general partnership composed of eleven individuals.
(d) During the past five years, neither MDP nor, to the best
knowledge of MDP, any of its general partners has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither MDP nor, to the best
knowledge of MDP, any of its general partners has been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) MDP is an Illinois general partnership and all of its general
partners are U.S. citizens.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On December 1, 1997, MDP acquired 600 shares of the Company's Series
A-3 Preferred Stock (the "Series A Preferred") from Bost & Co and 500
shares of Series A Preferred from Tellus & Co, which in the aggregate
are convertible into 263,789 shares of Common Stock. The aggregate
purchase price was $1,305,755.40 payable in cash. The source of the
funds for the purchase price was obtained by MDP from borrowings from
a commercial bank. MDP purchased the Series A Preferred solely for
investment purposes.
Item 4. Purpose of Transaction.
----------------------
On June 18, 1992, MDP and First Capital Corporation of Chicago
("FCCC") acquired shares of the Company's Series A-2 Preferred Stock
and filed a joint statement on Schedule 13D with First Chicago
Corporation ("FCC") reporting such transactions. At the time of the
purchase of such shares, the general partners of MDP were executive
employees of FCCC. Since such time, MDP's general partners have left
the employment of FCCC and are no longer affiliated with FCCC or FCC.
Therefore, MDP has elected to withdraw from the original joint filing
on Schedule 13D by FCC, FCCC and MDP.
After the purchase of the Series A Preferred on December 1, 1997, MDP
beneficially owned only 4.55% of the Common Stock and as a result is
no longer subject to the filing requirements under Section 13(d) of
the Securities Exchange Act of 1934.
MDP hereby terminates and withdraws its filing under Section 13(d) and
submits this statement as its final filing.
Item 5. Interest in Securities of Issuer.
--------------------------------
(a) The shares of Series A Preferred owned beneficially by MDP are
convertible (subject to certain conditions) into approximately
4.55% of the outstanding Common Stock.
(b) MDP has the power to vote or direct the vote and the power to
dispose of or direct the disposition of the 538,461 shares of
Common Stock deemed beneficially owned by MDP (assuming
conversion of all of the Series A Preferred purchased by MDP in
June 1992 and December 1997.)
(c) Except for the consummation of the transaction on December 1,
1997, neither MDP nor, to the best knowledge of MDP, any of its
general partners, has effected any transaction in shares of
Common Stock during the past 60 days.
(d) No person other than MDP has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock.
(e) The general partners left the employment of FCCC on January 4,
1993.
<PAGE>
Item 6. Not applicable
Item 7. Not applicable
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of our knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: December 8, 1997 MADISON DEARBORN PARTNERS VIII
By: /s/ Paul R. Wood
-----------------------------
Its: General Partner
