SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13D
(RULE 13D-101)
(AMENDMENT NO. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-
1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
THE INTERLAKE CORPORATION
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
465741 10 6
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(CUSIP Number)
John F. Keane
Tinicum Investors
990 Stewart Avenue
Garden City, New York 11530
(516) 222-2874
Copy to:
Paul T. Schnell, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
OCTOBER 2, 1998
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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: ( )
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.
(Continued on following pages)
Page 1 of 19 Pages
CUSIP No. 465741 10 6 13D Page 2 of 18 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Tinicum Investors
I.R.S. ID No. 13-3800339
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK
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
NUMBER OF 7. SOLE VOTING POWER - 2,869,830 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 2,869,830 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,869,830 (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)
12.383%
14. TYPE OF REPORTING PERSON
PN
CUSIP No. 465741 10 6 13D Page 3 of 18 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Seth M. Hendon
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
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 of America
NUMBER OF 7. SOLE VOTING POWER - 28,000 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 28,000 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,000 (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)
0.121%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 465741 10 6 13D Page 4 of 18 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Robert J. Kelly
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
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 of America
NUMBER OF 7. SOLE VOTING POWER -19,000 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 19,000 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,000 (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)
0.082%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 465741 10 6 13D Page 5 of 18 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Edward R. Civello
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
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 of America
NUMBER OF 7. SOLE VOTING POWER - 10,000 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 10,000 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000 (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)
0.043%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 465741 10 6 13D Page 6 of 18 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Joseph A. Marino
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
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 of America
NUMBER OF 7. SOLE VOTING POWER - 5,000 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 5,000 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000 (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)
0.022%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 465741 10 6 13D Page 7 of 18 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
John F. Keane
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
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 of America
NUMBER OF 7. SOLE VOTING POWER - 4,500 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 4,500 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,500 (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)
0.019%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 465741 10 6 13D Page 8 of 18 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Putnam L. Crafts, Jr.
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
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 of America
NUMBER OF 7. SOLE VOTING POWER - 318,870 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 318,870 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,870 (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)
1.376%
14. TYPE OF REPORTING PERSON
IN
ITEM 1. SECURITY AND ISSUER
This statement amends and supplements the Statement on Schedule 13D
filed with the U.S. Securities and Exchange Commission on July 27, 1998, as
amended on August 18, 1998 (the "Schedule 13D"), by Tinicum Investors, Seth
M. Hendon, Robert J. Kelly, Edward R. Civello, Joseph A. Marino, John F.
Keane, and Putnam L. Crafts, Jr., relating to shares of common stock, no
par value (the "Shares"), of The Interlake Corporation, a Delaware
corporation (the "Issuer"). All capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to such terms in
the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented by adding the following:
Investors purchased directly 549,270 Shares not previously reported for a
total consideration of approximately $1,429,962.76. Investors paid for
such Shares from its working capital and from borrowings in the ordinary
course of business under the credit facility described in the Schedule
13D (the "Credit Facility").
Seth M. Hendon purchased directly 10,000 Shares not previously
reported for a total consideration of approximately $29,375.00. Mr.
Hendon paid for his Shares from his personal funds.
Robert J. Kelly purchased directly 15,000 Shares not previously
reported for a total consideration of approximately $43,125.00. Mr. Kelly
paid for his Shares from his personal funds.
Edward R. Civello purchased directly 5,000 Shares not previously
reported for a total consideration of approximately $14,687.50. Mr.
Civello paid for his Shares from his personal funds.
Joseph A. Marino purchased directly 4,000 Shares not previously
reported for a total consideration of approximately $11,250.00. Mr.
Marino paid for his Shares from his personal funds.
John F. Keane purchased directly 2,500 Shares not previously reported
for a total consideration of approximately $7,187.50. Mr. Keane paid for
his Shares from his personal funds.
Putnam L. Crafts, Jr. purchased directly 61,030 Shares not previously
reported for a total consideration of approximately $158,884.76. Mr.
Crafts paid for his Shares from his personal funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 3 is hereby amended and supplemented by adding the following:
(a) As of the close of business on October 2, 1998, Investors, Mr.
Hendon, Mr. Kelly, Mr. Civello, Mr. Marino, Mr. Keane and Mr. Crafts have
direct beneficial ownership of 2,869,830, 28,000, 19,000, 10,000, 5,000,
4,500 and 318,870 Shares, respectively, representing approximately 12.383%,
0.121%, 0.082%, 0.043%, 0.022%, 0.019%, and 1.376%, respectively, of the
23,175,142 Shares outstanding as reported in the Issuers Quarterly Report
on Form 10-Q for the quarter ended June 28, 1998. In accordance with Rule
13d-5(b)(1) of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons
may be deemed to beneficially own such shares as a group. As of the close of
business on October 2, 1998, the Reporting Persons owned in the aggregate
3,255,200 Shares, which represent approximately 14.046% of the 23,175,142
Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q
for the quarter ended June 28, 1998.
(b) Each of the Reporting Persons has sole power to vote or to direct
the vote and sole power to dispose or to direct the disposition of Shares
of which it has direct beneficial ownership.
(c) Since the previously filed Schedule 13D, the Reporting Persons
purchased Shares in the manner, in the amounts, on the dates and at the
prices set forth on Schedule I attached hereto and incorporated herein by
reference.
(d) Not Applicable.
(e) Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: October 5, 1998
TINICUM INVESTORS
By: /s/ Eric M. Ruttenberg
-------------------------
Name: Eric M. Ruttenberg
Title: General Partner
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: October 5, 1998
/s/ Seth M. Hendon
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SETH M. HENDON
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: October 5, 1998
/s/ Robert J. Kelly
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ROBERT J. KELLY
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: October 5, 1998
/s/ Edward R. Civello
------------------------
EDWARD R. CIVELLO
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: October 5, 1998
/s/ Joseph A. Marino
------------------------
JOSEPH A. MARINO
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: October 5, 1998
/s/ John F. Keane
------------------------
JOHN F. KEANE
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: October 5, 1998
/s/ Putnam L. Crafts, Jr.
-------------------------
PUTNAM L. CRAFTS, JR.
SCHEDULE I
The Reporting Persons have engaged in the following transactions in
Shares since the previously filed Schedule 13D. All transactions, unless
otherwise noted, involved purchases of Shares on the NASDAQ National
Market.
Transaction Number of Avg. Price
Date Shares Per Share(1) Purchaser
9/2/98 15,000 $2.88 Mr. Kelly
9/2/98 10,000 $2.94 Mr. Hendon
9/3/98 2,500 $2.88 Mr. Keane
9/8/98 5,000 $2.94 Mr. Civello
9/14/98 4,000 $2.81 Mr. Marino
9/15/98 119,970 $2.75 Investors
9/15/98 13,330 $2.75 Mr. Crafts
10/2/98 429,300 $2.56 Investors
10/2/98 47,700 $2.56 Mr. Crafts
- ----------------------
1. Excluding commissions.
