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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
AMENDMENT NO. 2
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The Interlake Corporation
(Name of Subject Company)
GKN North America Manufacturing Inc.
and
GKN North America Incorporated
and
GKN plc
(Bidders)
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Common Stock, $1.00 par value
and
Series A Convertible Exchangeable Preferred Stock, $1.00 par value
(Title of Classes of Securities)
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458702107 (Common Stock)
(CUSIP Number of Class of Securities)
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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)
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Copy to:
Bonnie Greaves, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
(212) 848-4000
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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, as amended, 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 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
Item 5 is hereby amended and supplemented as follows:
(a), (e) On December 31, 1998, Parent entered into an agreement with
Hoganas Aktiebolag, a Swedish corporation ("HB") granting Parent the right to
purchase from HB and HB the right to sell to Parent the 720,000 shares of
capital stock, par value $1.00 per share of Hoeganaes Corporation, a Delaware
corporation ("Hoeganaes"), owned by HB, which represents all of the stock of
Hoeganaes not currently owned by a subsidiary of the Company, for a purchase
price of US $65 million. Parent and HB may only exercise such rights during the
ninety day period beginning on the twelve-month anniversary of the consummation
of the merger. The Company currently owns 2,880,000 shares of capital stock, par
value $1.00 per share of Hoeganaes. On January 4, 1999, GKN issued a press
release that announced the agreement between Parent and HB. A copy of the press
release issued by GKN on January 4, 1999 is filed herewith as Exhibit (a) (13)
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) (13) Press release issued by GKN on January 4, 1999.
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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: January 4, 1999
GKN plc
By: /s/ David J. Turner
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Name: David J. Turner
Title: Finance Director
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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: January 4, 1999
GKN NORTH AMERICA
INCORPORATED
By: /s/ Grey Denham
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Name: Grey Denham
Title: President
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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: January 4, 1999
GKN NORTH AMERICA
MANUFACTURING INC.
By: /s/ Seifollah Ghasemi
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Name: Seifollah Ghasemi
Title: Vice President
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EXHIBIT INDEX
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Exhibit (a) (13) Press release issued by GKN on January 4, 1999.
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Exhibit (a) (13)
FOR IMMEDIATE RELEASE
Contact:
Bob Marese
212-929-5500
MacKenzie Partners, Inc.
GKN AND HOGANAS ENTER INTO AGREEMENT
REGARDING HOEGANAES CORPORATION
London and New York, January 4, 1999 -- GKN plc (LSE: GKN) today
announced that its subsidiary, GKN North America Incorporated, entered into an
agreement with Hoganas Aktiebolag granting GKN North America the right to
purchase from Hoganas, and Hoganas the right to sell to GKN North America, all
of the stock of Hoeganaes Corporation not currently owned by The Interlake
Corporation (NYSE: IK) for a purchase price of US $65 million. Interlake
currently owns eighty percent of the stock of Hoeganaes. The rights are
exercisable a year after completion of the previously announced acquisition of
Interlake by GKN North America.
