<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
------------------------
THE INTERLAKE CORPORATION
(NAME OF SUBJECT COMPANY)
GKN NORTH AMERICA MANUFACTURING INC.
AND
GKN NORTH AMERICA INCORPORATED
AND
GKN PLC
(BIDDERS)
------------------------
COMMON STOCK, $1.00 PAR VALUE
AND
SERIES A CONVERTIBLE EXCHANGEABLE PREFERRED STOCK, $1.00 PAR VALUE
(TITLE OF CLASSES OF SECURITIES)
------------------------
458702107 (COMMON STOCK)
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
SEIFOLLAH GHASEMI
GKN NORTH AMERICA MANUFACTURING INC.
3300 UNIVERSITY DRIVE
AUBURN HILLS, MI 48326-2362
(248) 371-0802
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF BIDDER)
------------------------
COPY TO:
BONNIE GREAVES, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NY 10022
(212) 848-4000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
GKN plc, a company publicly traded in the United Kingdom and incorporated
in England ("GKN"), and its indirect wholly owned subsidiaries, GKN North
America Incorporated, a Delaware Corporation ("Parent"), and GKN North America
Manufacturing Inc., a Delaware corporation (the "Purchaser"), hereby amend and
supplement their Statement on Schedule 14D-1 filed with the Securities and
Exchange Commission on December 10, 1998 with respect to the Purchaser's offer
to purchase all outstanding shares of Common Stock, par value $1.00 per share
(the "Common Shares") (including the associated Common Share purchase rights
issued pursuant to that certain Rights Agreement dated as of January 26, 1989
between the Company and The First National Bank of Chicago, as Rights Agent, as
amended), of The Interlake Corporation, a Delaware corporation (the "Company"),
at a price per Common Share of $7.25, net to the seller in cash, and all
outstanding shares of Series A Convertible Exchangeable Preferred Stock, par
value $1.00 per share (the "Series A Shares"), of the Company, at a price per
Series A Share of $1,980.87, net to the seller in cash, in each case, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
December 10, 1998 and in the related Letter of Transmittal (which, as amended
from time to time, together constitute the "Offer").
ITEM 10. ADDITIONAL INFORMATION.
Item 10(c) is hereby amended and supplemented by the following:
(c) On December 23, 1998, GKN received a request for additional
information (a "Second Request") from the Antitrust Division of the
Department of Justice with respect to the Offer. Accordingly, unless
earlier terminated, the Hart-Scott-Rodino Act waiting period, which was
originally scheduled to expire at 11:59 p.m., New York City time, on
December 23, 1998, will be extended and will now expire at 11:59 p.m., New
York City time, on the tenth calendar day after the date that GKN
substantially complies with the Second Request. On December 24, 1998, GKN
issued a press release that announced the receipt of the Second Request. A
copy of the press release issued by GKN on December 24, 1998 is filed
herewith as Exhibit (a)(12) and is incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by the addition of the following
exhibit thereto:
Exhibit (a)(12) Press release issued by GKN on December 24, 1998.
1
<PAGE> 3
After due 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.
GKN plc
By: /s/ DAVID J. TURNER
------------------------------------
Name: David J. Turner
Title: Finance Director
Dated: December 24, 1998
2
<PAGE> 4
After due 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.
GKN NORTH AMERICA
INCORPORATED
By: /s/ GREY DENHAM
------------------------------------
Name: Grey Denham
Title: President
Dated: December 24, 1998
3
<PAGE> 5
After due 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.
GKN NORTH AMERICA
MANUFACTURING INC.
By: /s/ SEIFOLLAH GHASEMI
------------------------------------
Name: Seifollah Ghasemi
Title: Vice President
Dated: December 24, 1998
4
<PAGE> 1
EXHIBIT (a)(12)
FOR IMMEDIATE RELEASE
Contact:
Bob Marese
212-929-5500
MacKenzie Partners, Inc.
GKN ACQUISITION OF INTERLAKE
London and New York, December 24, 1998 -- GKN plc (LSE: GKN) today
announced that it has received a request for additional information from the
Department of Justice (DOJ) under the Hart-Scott-Rodino Act concerning GKN's
previously announced acquisition of The Interlake Corporation (NYSE: IK). This
request extends the waiting period under the Hart-Scott-Rodino Act during which
the parties cannot close the transaction pending DOJ review. GKN said that it
intends to comply with the DOJ's request for additional information as quickly
as possible.
