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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
THE INTERLAKE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 36-3428543
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(State of incorporation or organization) (I.R.S. employer identification no.)
550 Warrenville Road, Lisle, Illinois 60532-4387
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(Address of principal executive offices)
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction
A.(c), please check the following box.[X] A.(d), please check the following box.[ ]
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Securities Act registration statement file number to which this form
relates: N/A
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Rights to Purchase Preferred Shares New York Stock Exchange
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Securities Act registration to be registered pursuant to Section 12(g) of the
Act:
N/A
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On December 4, 1998, the Directors of The Interlake Corporation (the
"Company") approved an Amendment (the "Amendment"), dated as of December 5,
1998, to the Rights Agreement, dated as of January 26, 1989, as amended (the
"Rights Agreement"), by and between the Company and The First National Bank of
Chicago, as Rights Agent. The Amendment made the provisions of the Rights
Agreement inapplicable to the transactions contemplated by the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of December 5, 1998, by and
among GKN plc, a United Kingdom corporation, GKN North America Manufacturing,
Incorporated, a Delaware corporation, GKN North America Manufacturing, Inc., a
Delaware corporation, and The Interlake Corporation, a Delaware corporation, and
provides that the Rights Agreement will expire on the earliest of (1) June 30,
1999, (2) the time at which the Rights are redeemed pursuant to the Rights
Agreement, and (3) the Effective Time (as defined in the Merger Agreement).
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is attached as an
exhibit hereto and incorporated herein by reference. Copies of the Rights
Agreement are available free of charge from the Company.
ITEM 2. EXHIBITS.
Number Description
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4.1 Amendment, dated as of December 5, 1998, to the Rights
Agreement, dated as of January 26, 1989, as amended, by and
between the Company and The First National Bank of Chicago.
99.1 Press Release, dated December 7, 1998.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
THE INTERLAKE CORPORATION
By: /s/ Stephen R. Smith
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Name: Stephen R. Smith
Title: Vice President, Secretary
and General Counsel
Date: December 9, 1998
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EXHIBIT INDEX
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Exhibit Number Description
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4.1 Amendment, dated as of December 5, 1998, to the Rights
Agreement, dated as of January 26, 1989, as amended, by and
between the Company and The First National Bank of Chicago.
99.1 Press Release, dated December 7, 1998.
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Exhibit 4.1
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The Interlake Corporation
550 Warrenville Road
Lisle, Illinois 60532-4307
December 5, 1998
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670
Attention: Corporate Trust Department
Trust Officer
Re: Amendment to the Rights Agreement
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Ladies and Gentlemen:
Pursuant to Section 26 of the Rights Agreement (the "Rights
Agreement"), dated January 26, 1989, as amended, between The Interlake
Corporation (the "Company") and The First National Bank of Chicago, as rights
agent, the Company, by resolution adopted by its Board of Directors, hereby
amends the Rights Agreement as follows:
1. Section 1(n) of the Rights Agreement is hereby amended by
adding the following new Section 1(nn) immediately thereafter:
(hh) "MERGER AGREEMENT" means the Agreement and Plan of
Merger, dated as of December 5, 1998, among GKN plc, a United
Kingdom corporation, GKN North America Manufacturing,
Incorporated, a Delaware corporation ("Parent"), GKN North
America Manufacturing, Inc., a Delaware corporation and a
wholly-owned subsidiary of Parent (the "Purchaser") and the
Company.
2. Section 1 of the Rights Agreement is hereby amended by
adding the following new paragraph at the end of that Section:
Notwithstanding anything in this Agreement to the
contrary, none of Parent, the Purchaser, any of their
Affiliates or Associates or any of their permitted assignees
or transferees shall be deemed an Acquiring Person, and none
of a Distribution Date, a Share
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The First National Bank of Chicago
December 5, 1998
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Acquisition Date or a Triggering Event shall be deemed to
occur or to have occurred, in each such case, by reason of the
approval, execution or delivery of the Merger Agreement, the
consummation of the Merger or the Offer (each as defined in
the Merger Agreement) or the consummation of the other
transactions contemplated by the Merger Agreement.
3. Section 1(j) of the Rights Agreement is hereby amended to
read in its entirety as follows:
(j) "Expiration Date" shall mean the earliest of (i) the Close
of Business on the final Expiration Date, (ii) the time at
which the Rights are redeemed as provided in Section 23
hereof, and (iii) immediately prior to the Effective Time (as
defined in the Merger Agreement).
4. Section 1(k) of the Rights Agreement is hereby amended in
its entirely as follows:
(k) "Final Expiration Date" shall mean June 30, 1999.
5. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment to the Rights Agreement, but shall remain in
full force and effect.
6. Capitalized terms used without other definition in this
Amendment to the Rights Agreement shall be used as defined in the Rights
Agreement.
7. This Amendment to the Rights Agreement shall be deemed to
be a contract made under the laws of the State of Delaware and for all purposes
will be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.
8. This Amendment to the Rights Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
9. This Amendment to the Rights Agreement shall be effective
as of, and immediately prior to, the execution and delivery of the Merger
Agreement, and all references to the
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The First National Bank of Chicago
December 5, 1998
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Rights Agreement shall, from and after such time, be deemed to be references to
the Rights Agreement as amended hereby.
10. Exhibits B and C to the Rights Agreement shall be deemed
amended in a manner consistent with this Amendment to the Rights Agreement.
Very truly yours,
THE INTERLAKE CORPORATION
By: /s/ Stephen R. Smith
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Name: Stephen R. Smith
Title: Vice President,
Secretary and
General Counsel
Accepted and agreed to as of the
effective time specified above:
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Peter Sablich
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Name: Peter Sablich
Title: Vice President
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Exhibit 99.1
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GKN PLC TO ACQUIRE THE INTERLAKE CORPORATION OF THE U.S.
LONDON, Dec. 7 /PRNewswire/ -- GKN plc announces that it has today entered into
a merger agreement to acquire The Interlake Corporation in a move that
strengthens the group's powdered metals and aerospace businesses.
Under the agreement GKN will acquire The Interlake Corporation for $553 million
(335 million pounds) including the assumption of approximately $292 million (177
million pounds) of debt. GKN will shortly commence a tender offer for all of the
outstanding common shares at $7.25 per share and for the Series A preferred
stock at a price equivalent to $7.25 per underlying common share. The
consideration for the tender offer will be satisfied in cash from GKN's existing
resources.
First Chicago Equity Corporation, the holder of 31,500 shares of preferred stock
of Interlake, convertible into approximately 25% of the fully diluted equity of
Interlake, has consented to the transaction and has advised GKN that it intends
to tender all of its shares in the offer. The transaction is subject to the
expiration or waiver of applicable regulatory waiting periods and other
customary conditions and the tender offer is expected to close in January 1999.
The Interlake Corporation comprises three businesses, all leaders in their
respective markets.
- - The Hoeganaes Corporation in which Hoganas AB of Sweden has a 20% minority
interest, is the leading supplier of ferrous powdered metals in North
America, the main material used by GKN Sinter Metals.
- - Chem-tronics Inc. is the leading US producer of advanced, lightweight
structural components for aerospace engines in the civil, military and
space markets and has a strong position in the aftermarket for engine fan
blade repair.
- - Interlake Material Handling is the leader in pallet and container racking,
dynamic storage and conveyor system markets in the U.S. and produces a
range of storage systems for use in distribution centers, warehouses, and
retail facilities.
Interlake's audited financial statement for the year ended December 28, 1997, as
adjusted for businesses sold during 1997, showed sales of $483.5 million (293
million pounds) and operating profit of $44.4 million (26.9 million pounds).
Interlake reported total pre-tax profits of $37.3 million (22.6 million pounds)
reflecting a gain on disposal of $35.6 million (21.6 million pounds) partially
offsetting the interest cost of its high coupon debt. Sales and operating profit
for the nine months to September 27, 1998 were $396.2 million (240.1 million
pounds) and $42.5 million (25.8 million pounds) respectively, 11% and 12% higher
than the continuing operations reported for the same period last year.
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CK Chow, GKN's Chief Executive commenting on the Interlake acquisition said:
"The acquisition of Interlake presents a unique opportunity to build upon two of
our growth platforms in a single acquisition. We believe that the addition of
Hoeganaes will allow us to build on its technology to drive rapid growth in the
powder metal markets. At the same time Chem-tronics builds further upon our
recent aerospace acquisitions in the U.S. and brings with it a number of
exciting future civil and military programs. Interlake Material Handling will be
managed in our Industrial Services portfolio selling to similar customers and
markets as Chep.
"This is a strategically important acquisition for GKN and another important
step forward in our well established and successful growth strategy. It is
expected to be earnings enhancing before goodwill amortization in the first
year."
- - Powder Metal - The Hoeganaes Corporation
- - Projected 1998 Sales $200m
- - The Hoeganaes Corporation is the leading supplier of ferrous powdered
metals in North America. It is a major supplier to GKN Sinter Metals. It is a
low cost producer utilizing both the atomizing and sponge production process and
is also a technology leader with a number of patented products and processes. It
has four operations in the USA; New Jersey, Pennsylvania (2 sites) and Tennessee
and employs 520 people.
About 60% of Hoeganaes' customers are auto parts manufacturers for structural
applications such as transmissions, engines and suspension systems. The
combination of Hoeganaes' material technologies and GKN Sinter Metals' product
expertise and manufacturing skills, will lead to even more powder metal
components replacing cast and forged structural parts.
There is also a significant market for metal powders in welding, chemicals,
friction applications such as brake pads and linings, photocopiers and by
pharmaceutical companies in blood thinning agents and iron supplements.
Hoeganaes is 80% owned by Interlake and 20% by Hoganas AB of Sweden with which
it has an on-going technology agreement. This is expected to continue after the
acquisition. It is intended that under GKN ownership Hoeganaes will be managed
as a separate entity and will continue to supply other powder metal component
companies in the U.S.
- - Aerospace - Chem-tronics Inc
- - Projected 1998 Sales $135m
- - Chem-tronics is a leading producer of lightweight, fabricated structural
products for aerospace engines in the commercial, military, aerospace and space
markets and provides jet engine fan blade repair services. Chem-tronics'
products include rings, cases and modules for large commercial aircraft jet
engines, titanium ducts for military jet engines and space launch
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vehicles, and other complex fabrications for a variety of aerospace
applications. It is based in California and Oklahoma and employs some 900
people.
Chem-tronics is a key supplier to a number of high growth commercial and
military programs. Major customers, with whom Chem-tronics has significant
multi-year agreements, include Rolls- Royce, Allison, Pratt & Whitney and GE.
In addition to its fabrication business, Chem-tronics provides comprehensive
repair services for jet engine fan and compressor blades, discs, combustion
liners and fan cases. Repair customers include major US and international
airlines, all jet engine manufacturers, and overhaul centers.
- - Industrial Services - Interlake Material Handling
- - Projected 1998 Sales $200m
- - Interlake Material Handling designs, manufactures and sells racking for
pallets and containers, conveyors and related equipment for use in warehouses,
distribution centers, retail stores and other applications in North America.
It is the market leader in the U.S. with around 20% market share and a wide
range of products. In 1997 the business suffered from a number of one- off
events including implementation of a new computer system which depressed the
operating performance. 1998 has been a year of significant recovery.
Interlake Material Handling currently has four facilities in the USA and employs
1,100 people. After the acquisition the business will be managed within the GKN
Industrial Services portfolio.
Balance Sheet
Due to the highly leveraged nature of the balance sheet, Interlake had net
liabilities (excluding preferred stock and after adjusting for outstanding stock
options) of $146 million (88 million pounds) as at 27 September, 1998 which
included net debt of $292 million (170 million pounds).
