<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE INTERLAKE CORPORATION
(NAME OF ISSUER)
------------------------------------------------------------
COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
------------------------------------------------------------
458702107 (COMMON STOCK)
(CUSIP NUMBER)
------------------------------------------------------------
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 NOTICES AND
COMMUNICATIONS)
------------------------------------------------------------
COPY TO:
BONNIE GREAVES,
SHEARMAN & STERLING,
599 LEXINGTON AVENUE,
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 848-4000
FEBRUARY 10, 1999
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of sec.sec.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
*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 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.
<PAGE> 2
CUSIP NO. 458702107
<TABLE>
<S> <C>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GKN PLC
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
WC/BK
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e).
[ ]
6. Citizenship or Place of Organization
ENGLAND
Number of Shares Beneficially Owned by Each Reporting
Person With
</TABLE>
<TABLE>
<S> <C> <C>
7. Sole Voting Power
NOT APPLICABLE
Number of
8. Shares Shared Voting Power
Beneficially
Owned 1,600
By
9. Each Sole Dispositive Power
Reporting
Person NOT APPLICABLE
With
10. Shared Dispositive Power
1,600
</TABLE>
2
<PAGE> 3
<TABLE>
<S> <C>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,600
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
(See Instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
100%
14. Type of Reporting Person (See Instructions)
HC
</TABLE>
3
<PAGE> 4
CUSIP NO. 458702107
<TABLE>
<S> <C>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GKN NORTH AMERICA INCORPORATED
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e).
[ ]
6. Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting
Person With
</TABLE>
<TABLE>
<S> <C> <C>
7. Sole Voting Power
1,600
Number of
8. Shares Shared Voting Power
Beneficially
Owned NOT APPLICABLE
By
9. Each Sole Dispositive Power
Reporting
Person 1,600
With
10. Shared Dispositive Power
NOT APPLICABLE
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,600
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
(See Instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
100%
14. Type of Reporting Person (See Instructions)
HC, CO
</TABLE>
5
<PAGE> 6
CUSIP NO. 458702107
<TABLE>
<S> <C>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GKN NORTH AMERICA MANUFACTURING INC.
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
NOT APPLICABLE
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e).
[ ]
6. Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting
Person With
</TABLE>
<TABLE>
<S> <C> <C>
7. Sole Voting Power
NOT APPLICABLE
Number of
8. Shares Shared Voting Power
Beneficially
Owned NOT APPLICABLE
By
9. Each Sole Dispositive Power
Reporting
Person NOT APPLICABLE
With
10. Shared Dispositive Power
NOT APPLICABLE
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C>
11. Aggregate Amount Beneficially Owned by Each Reporting Person
NOT APPLICABLE
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
(See Instructions)
[ ]
13. Percent of Class Represented by Amount in Row (11)
NOT APPLICABLE
14. Type of Reporting Person (See Instructions)
CO
</TABLE>
7
<PAGE> 8
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule
13D which was deemed filed pursuant to Instruction F to Schedule 14D-1, on
February 4, 1999 upon the filing of the final amendment to The Tender Offer
Statement on Schedule 14D-1 originally filed with the Securities and Exchange
Commission on December 10, 1998, as amended, with respect to the offer by GKN
North America Manufacturing Inc., a Delaware corporation (the "Purchaser"), and
a wholly owned subsidiary of GKN North America Incorporated, a Delaware
corporation ("Parent"), an indirect wholly owned subsidiary of GKN plc, a
company publicly traded in the United Kingdom and incorporated in England
("GKN"), to purchase all of the 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 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"). All capitalized terms which
are used but not defined herein shall have meanings ascribed to such term in
Schedule 14D-1.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and supplemented as follows:
On February 4, Richard W. Etches and Nigel M. Stein became members of
the Board of Directors of the Purchaser. Messrs. Etches and Stein are
members of the Board of Directors of GKN and Parent, respectively.
Information with respect to Messrs. Etches and Stein was provided on
Schedule I and in Item 2 of the Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented as follows:
On February 10, 1999, the Purchaser executed a stock purchase
agreement (the "Stock Purchase Agreement") with Tinicum Capital Partners,
L.P., a limited partnership organized under the laws of the State of
Delaware ("Tinicum") and thereafter the Purchaser bought 3,235,700 Common
Shares from Tinicum for a purchase price of $7.25 per share in cash, or
$23,458,825, in the aggregate.
After consummation of such purchase from Tinicum, GKN, Parent and the
Purchaser beneficially owned 32,856,046 Common Shares, representing
approximately 95.8% of the outstanding Common Shares of the Company, of
which all Common Shares were held of record by the Purchaser.
On February 10, 1999, the Purchaser filed with the Secretary of State
of the State of Delaware a Certificate of Ownership and Merger effecting
the merger of the Purchaser with and into the Company (the "Merger").
Pursuant to the terms of the Merger Agreement, at the Effective Time, (i)
each Common Share issued and outstanding immediately prior to the Effective
Time (except for shares described in (ii) and (iii) below) shall be
cancelled and shall be converted automatically into the right to receive in
cash the Merger Consideration; (ii) each Common Share outstanding
immediately prior to the Effective Time and held by a holder who has
demanded properly in writing appraisal for such Common Share in accordance
with Section 262 of the GCL, shall not be converted into or represent the
right to receive Merger Consideration as provided in the Merger Agreement;
(iii) common shares held by Parent, any wholly owned subsidiary of Parent
or the Purchaser, in the treasury of the Company or by any wholly owned
subsidiary of the Company shall be deemed cancelled; and (iv) any share of
common stock, par value $.01 per share, of the Corporation that is issued
and outstanding immediately prior to the Effective Time shall be converted
into and exchanged for one validly issued, fully paid and nonassessable
share of the common stock, par value $.01 per share, of the Surviving
Corporation. Pursuant to the terms of the Merger, the Company was the
surviving entity in the Merger. As a result, Parent now beneficially owns
100% of the outstanding shares of common stock of the Company.
8
<PAGE> 9
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OF RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented by the addition of the following
Exhibits hereto.
On February 10, 1999 the Purchaser entered into the Stock Purchase
Agreement with Tinicum.
A copy of the Stock Purchase Agreement is included as Exhibit 1 to
this Amendment and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to add the following:
Exhibit 1 Stock Purchase Agreement
dated February 10, 1999
between GKN North America
Manufacturing Inc., and
Tinicum Capital Partners,
L.P.
Exhibit 2 Joint Filing Agreement
Exhibit 3 Press release issued by GKN
on February 11, 1999
9
<PAGE> 10
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.
Dated: February 11, 1999
GKN PLC
/s/ DAVID J. TURNER
By:
--------------------------------------
Name: David J. Turner
Title: Finance Director
10
<PAGE> 11
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.
Dated: February 11, 1999
GKN NORTH AMERICA INCORPORATED
/s/ GREY DENHAM
By:
--------------------------------------
Name: Grey Denham
Title: President
11
<PAGE> 12
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.
Dated: February 11, 1999
GKN NORTH AMERICA
MANUFACTURING, INC.
/s/ SEIFOLLAH GHASEMI
By:
--------------------------------------
Name: Seifollah Ghasemi
Title: Vice President
12
<PAGE> 1
EXHIBIT 1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of February 10, 1999 (the "Agreement" or
this "Agreement") between TINICUM CAPITAL PARTNERS, L.P., a limited partnership
organized under the laws of the State of Delaware (the "Seller"), and GKN NORTH
AMERICA MANUFACTURING INC., a Delaware corporation (the "Purchaser").
WITNESSETH:
WHEREAS, the Seller owns 3,235,700 shares (the "Shares") of common stock,
$1.00 par value per share, of The Interlake Corporation, a Delaware corporation
(the "Company");
WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser
wishes to purchase from the Seller, the Shares, upon the terms and subject to
the conditions set forth herein; and
NOW, THEREFORE, in consideration of the premises and the mutual agreements
and covenants hereinafter set forth, the Purchaser and the Seller hereby agree
as follows:
ARTICLE I
PURCHASE AND SALE
SECTION 1.01. Purchase and Sale of the Shares; Purchase Price. Upon the
terms and subject to the conditions of this Agreement, at the Closing, the
Seller shall sell to the Purchaser, and the Purchaser shall purchase from the
Seller, the Shares. The aggregate purchase price for the Shares shall be
$23,458,825 (the "Purchase Price").
SECTION 1.02. Closing. Upon the terms and subject to the conditions of
this Agreement, the sale and purchase of the Shares contemplated by this
Agreement shall take place at a closing (the "Closing") to be held at the
offices of Shearman & Sterling, 599 Lexington Avenue, New York, New York on the
date hereof (the "Closing Date").
SECTION 1.03. Closing Deliveries by the Seller. At the Closing, the Seller
shall deliver or cause to be delivered to the Purchaser:
(a) stock certificates evidencing the Shares duly endorsed in blank, or
accompanied by stock powers duly executed in blank, in form satisfactory to the
Purchaser and with all required stock transfer tax stamps affixed; and
(b) a receipt for the Purchase Price.
SECTION 1.04. Closing Deliveries by the Purchaser. At the Closing, the
Purchaser shall deliver to the Seller the Purchase Price by wire transfer in
immediately available funds to the bank account designated by Tinicum Capital
Partners, L.P.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLER
SECTION 2.01. Representations and Warranties of the Seller. As an
inducement to the Purchaser to enter into this Agreement, the Seller hereby
represents and warrants to the Purchaser as follows:
13
<PAGE> 2
(a) The Seller is a limited partnership organized under the laws of the
State of Delaware and has all necessary power and authority to enter into this
Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by the Seller, the performance by the Seller of its obligations hereunder and
the consummation by the Seller of the transactions contemplated hereby have been
duly authorized by all requisite action on the part of the Seller. This
Agreement has been duly executed and delivered by the Seller and (assuming due
authorization, execution and delivery by the Purchaser) constitutes a legal,
valid and binding obligation of the Seller enforceable against the Seller in
accordance with its terms.
(b) The Shares are owned of record and beneficially by the Seller free and
clear of any security interest, pledge, mortgage, lien (including, without
limitation, environmental and tax liens), charge, encumbrance, adverse claim,
preferential arrangement or restriction of any kind, including, without
limitation, any restriction on the use, voting, transfer, receipt of income or
other exercise of any attributes of ownership ("Encumbrance"). Upon consummation
of the transactions contemplated by this Agreement and registration of the
Shares in the name of the Purchaser in the stock records of the Company, the
Purchaser, assuming it shall have purchased the Shares for value in good faith
and without notice of any adverse claim, will own all the Shares free and clear
of all Encumbrances.
SECTION 2.02. Representation and Warranties of the Purchaser. As an
inducement to the Seller to enter into this Agreement, the Purchaser hereby
represents and
warrants to the Seller that the Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all necessary corporate power and authority to enter into this
Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by the Purchaser, the performance by the Purchaser of its obligations hereunder
and the consummation by the Purchaser of the transactions contemplated hereby
have been duly authorized by all requisite action on the part of the Purchaser.
This Agreement has been duly executed and delivered by the Purchaser, and
(assuming due authorization, execution and delivery by the Seller) this
Agreement constitutes a legal, valid and binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms.
ARTICLE III
GENERAL PROVISIONS
SECTION 3.01. Expenses. Except as otherwise specified in this Agreement,
all costs and expenses, including, without limitation, fees and disbursements of
counsel, financial advisors and accountants, incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses, whether or not the Closing shall have
occurred.
SECTION 3.02. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by courier service, by cable, by telecopy, by telegram, by telex or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section
3.02):
(a) if to the Seller:
Tinicum Capital Partners, L.P.
800 Third Avenue, 40(th) Floor
New York, NY 10022
Telecopy: (212) 750-9264
Attention: Seth M. Hendon
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
14
<PAGE> 3
919 Third Avenue
New York, NY 10022-3897
Telecopy: (212) 735-2000
Attention: Paul Schnell, Esq.
(b) if to the Purchaser:
GKN North America Manufacturing Inc.
3300 University Drive
Auburn Hills, MI 48326-2362
Telecopy: (248) 371-0808
Attention: Seifi Ghasemi
with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Telecopy: (212) 848-7179
Attention: Bonnie Greaves, Esq.
SECTION 3.03. Headings. The descriptive headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.
SECTION 3.04. Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, between
the Seller and the Purchaser with respect to the subject matter hereof.
SECTION 3.05. Assignment. This Agreement may not be assigned by operation
of law or otherwise without the express written consent of the Seller and the
Purchaser (which consent may be granted or withheld in the sole discretion of
the Seller or the Purchaser); provided, however, that the Purchaser may assign
this Agreement to an affiliate of the Purchaser without the consent of the
Seller.
SECTION 3.06. No Third Party Beneficiaries. This Agreement shall be
binding upon and inure solely to the benefit of the parties hereto and their
permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other individual, partnership, firm, corporation,
association, trust, unincorporated organization or other entity, or any
syndicate or group that would be deemed to be a person under Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
SECTION 3.07. Amendment. This Agreement may not be amended or modified
except by an instrument in writing signed by, or on behalf of, the Seller and
the Purchaser.
SECTION 3.08. Governing Law. This Agreement shall be governed by, the laws
of the State of New York applicable to contracts executed in and to be performed
entirely within that state. All actions and proceedings arising out of or
relating to this Agreement shall be heard and determined in any New York state
or federal court sitting in the City of New York.
SECTION 3.09. Counterparts. This Agreement may be executed in one or more
counterparts, and by the parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
SECTION 3.10. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.
SECTION 3.11. Public Announcements. Unless required by law or applicable
stock exchange rules, no party to this Agreement shall make, or cause to be
made, any press release or public announcement regarding this Agreement or the
transactions contemplated hereby without the prior written consent of the other
party, and the parties shall cooperate as to the timing and contents of any such
press release or public announcement.
15
<PAGE> 4
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement
to be executed as of the date hereof by their respective officers thereunto duly
authorized.
TINICUM CAPITAL PARTNERS L.P.
By: TINICUM LANTERN L.L.C.,
its General Partner
/s/ SETH M. HENDON
By:
-----------------------------------
Name: Seth M. Hendon
Title: President
GKN NORTH AMERICA
MANUFACTURING INC.
/s/ DAVID J. TURNER
By:
-----------------------------------
Name: David J. Turner
Title: President
16
<PAGE> 1
EXHIBIT 2
JOINT FILING AGREEMENT
Each of the undersigned hereby agree that the statement on Amendment No. 1
to the Schedule 13D with respect to the Common Stock, $1.00 par value per share,
of The Interlake Corporation, dated February 11, 1999 is filed on behalf of the
each of us pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities and Exchange Act of 1934, as amended, and that this
Agreement shall be included as an Exhibit to such amendment. Each of the
undersigned agrees to be responsible for the timely filing of Amendment No. 1 to
the Schedule 13D and for the completeness and accuracy of the information
concerning itself contained therein. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
11th day of February, 1999.
Dated: February 11, 1999
GKN PLC
By: /s/ DAVID J. TURNER
------------------------------------
Name: David J. Turner
Title: Finance Director
GKN NORTH AMERICA INCORPORATED
By: /s/ GREY DENHAM
------------------------------------
Name: Grey Denham
Title: President
17
<PAGE> 1
EXHIBIT 3
FOR IMMEDIATE RELEASE
Contact:
Bob Marese
Mackenzie Partners, Inc.
212-929-5500
GKN ANNOUNCES COMPLETION OF ACQUISITION
OF THE INTERLAKE CORPORATION
London and New York, February 11, 1999 -- GKN plc (LSE: GKN) today
announced that it has completed the merger of its wholly owned subsidiary, GKN
North America Manufacturing Inc., with The Interlake Corporation. Interlake is
now a wholly owned subsidiary of GKN.
The acquisition cost of Interlake was approximately $553 million (L335
million) including the assumption of about $292 million (L177 million) of debt.
The consideration for the equity was paid in cash.
Interlake comprises three businesses, all leaders in their respective
markets. The Hoeganaes Corporation 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 the pallet and container racking, dynamic
storage and conveyor system markets in the US and produces a range of storage
systems for use in distribution centers, warehouses and retail facilities.
The acquisition is an important strategic move for GKN, a global
manufacturer of automotive and aerospace products and a provider of industrial
services, with 1997 revenues exceeding $5.4 billion.
18
