SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
(AMENDMENT NO. 1)
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)
AUGUST 27, 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
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 - 2,320,560 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 2,320,560 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,320,560 (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)
10.013%
14. TYPE OF REPORTING PERSON
PN
CUSIP No. 465741 10 6 13D
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 - 18,000 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 18,000 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000 (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)
0.078%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 465741 10 6 13D
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 - 4,000 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 4,000 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000 (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)
0.017%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 465741 10 6 13D
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 - 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
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 - 1,000 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 1,000 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 (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)
0.004%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 465741 10 6 13D
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 - 2,000 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 2,000 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000 (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)
0.009%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 465741 10 6 13D
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 - 179,380 (See Item 5)
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER - 179,380 (See Item 5)
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER - 0
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,380 (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)
1.113%
14. TYPE OF REPORTING PERSON
IN
ITEM 1. SECURITY AND ISSUER
The Schedule 13D filed with the U.S. Securities and Exchange
Commission on July 27, 1998 relating to shares of common stock, no par
value (the "Shares"), of The Interlake Corporation, a Delaware corporation
(the "Issuer"), is amended to furnish the additional information set forth
herein. All capitalized terms contained herein but not otherwise defined
herein shall have the meaning ascribed to such terms in the previously
filed Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Investors purchased directly 706,140 Shares not previously reported
for a total consideration of approximately $2,416,170.71. Investors paid
for such Shares from its working capital and from borrowings in the
ordinary course of business under a previously existing credit facility
available for general corporate purposes, including purchases of marketable
securities. Such loans bear interest, at the option of the borrower, at the
London interbank offered rate plus 2% per annum , or the prime rate (as
announced by Citibank N.A.) minus 1%. Borrowings under the facility are
secured by a security interest in certain collateral and certain guarantees
by general partners of Investors and other related parties. This facility
was not made available for the specific purpose of acquiring Shares. A copy
of Investors' Demand Loan and Pledge Agreement dated as of March 5, 1997 is
filed as Exhibit 2 to the previously filed Schedule 13D, the complete terms
and provisions of which are incorporated herein by reference.
Seth M. Hendon purchased directly 14,000 Shares not previously
reported for a total consideration of approximately $54,868.75. Mr. Hendon
paid for his Shares from his personal funds.
Putnam L. Crafts, Jr. purchased directly 78,460 Shares for a total
consideration of approximately $268,463.36. Mr. Crafts paid for his Shares
from his personal funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on August 28, 1998, the Reporting
Persons owned in the aggregate 2,608,400 Shares, which represent
approximately 11.255% of the 23,175,000 Shares outstanding as reported in
the Issuer's 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 as a group may be deemed to
beneficially own such shares. As of the close of business on August 28,
1998, Investors, Mr. Hendon, Mr. Kelly, Mr. Civello, Mr. Marino, Mr. Keane
and Mr. Crafts have direct beneficial ownership of 2,320,560, 18,000,
4,000, 5,000, 1,000, 2,000 and 257,840 Shares, respectively.
(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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons may consult each others on matters relating
to the voting, holding, acquisition and disposition of Shares. The
Reporting Persons also have an oral understanding to pay their respective
pro-rata shares of all out-of-pocket costs and fees incurred by Investors
on behalf of the investor group in connection with their investment in
Shares. Mr. Crafts and Investors have an understanding regarding Mr. Crafts
reimbursing Investors for the carrying costs associated with these Shares
from their date of purchase until their transfer to Mr. Crafts.
As a result of the foregoing understandings, the Reporting Persons
may be deemed to be a "group" within the meaning of the rules and
regulations promulgated under the Exchange Act. Except as set forth herein,
none of the Reporting Persons has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including but not limited to any
contracts, arrangements, understandings or relationships concerning the
transfer or voting of such securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
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: August 28, 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: August 28, 1998
/s/ Seth M. Hendon
_______________________
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: August 28, 1998
/s/ Robert J. Kelly
_______________________
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: August 28, 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: August 28, 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: August 28, 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: August 28, 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 Date Number of Shares Avg. Price Per Share(1) Purchaser
________________ ________________ ______________________ _________
7/30/98 800 $3.81 Mr. Hendon
7/30/98 2,500 $3.88 Mr. Hendon
7/30/98 10,700 $3.94 Mr. Hendon
8/12/98 103,500 $3.62 Investors
8/12/98 11,500 $3.62 Mr. Crafts
8/27/98 602,640 $3.39 Investors
8/27/98 66,960 $3.39 Mr. Crafts
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1 Excluding commissions.
