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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 1999
THE INTERLAKE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-9149 36-3428543
(Commission File Number) (I.R.S. Employer Identification No.)
550 Warrenville Road, Lisle, Illinois 60532-4387
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code: (630) 852-8800
N.A.
(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
On February 4, 1999, in connection with an offer to purchase made by
GKN North American Manufacturing Inc., a Delaware corporation (the "Purchaser"),
and a wholly owned subsidiary of GKN North American Incorporated, a Delaware
corporation ("Parent"), 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 20, 1989 between The Interlake Corporation, a Delaware corporation
(the "Company"), and First National Bank of Chicago, as Rights Agent, as
amended), of the Company at a price of $7.25 per Common Share, 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" and, together
with the Common Shares, the "Shares"), of the Company at a price of $1,980.87
per Series A Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated December 10, 1998 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer"), GKN plc, a company publicly traded in the United Kingdom and
incorporated in England ("GKN"), and the ultimate parent company of Parent and
the Purchaser, announced the expiration of the Offer and the acceptance for
payment of the Shares validly tendered and not withdrawn.
The Offer expired at 12:00 midnight, New York City time, on February 3,
1999. Based on a preliminary count, approximately 18,691,384 Common Shares
(including the Rights), representing approximately 81% of the outstanding Common
Shares, and 40,000 Series A Shares, representing all of the outstanding Series A
Shares, had been tendered and accepted for payment by the Purchaser pursuant to
the Offer. The accepted Shares represent approximately 87% of the outstanding
Common Shares after giving effect to the conversion of the Series A Shares.
On February 10, 1999, pursuant to the Agreement and Plan of Merger,
dated as of December 5, 1998, by and among Parent, the Purchaser and the
Company, the Purchaser merged with and into the Company, with the Company as the
surviving corporation, and the Company became a wholly owned subsidiary of
Parent (the "Merger"). Upon consummation of the Merger, each outstanding Common
Share was converted into the right to receive $7.25 in cash (the "Merger
Consideration"). The transfer agent for the Shares has been instructed to close
the stock transfer books for the Shares, and trading of the Common Shares on the
New York Stock Exchange has been suspended.
The total amount of funds required by the Purchaser to consummate the
Offer and the Merger, refinance the Company's outstanding indebtedness and to
pay related fees and expenses is estimated to be approximately $558 million,
including approximately $260 million to finance the Offer and the Merger. The
Purchaser has received this funding through a combination of intercompany loans
and capital contributions. GKN, which has agreed to guarantee unconditionally
the obligations of Parent and the Purchaser under the Merger Agreement, has
financed the amount necessary to consummate the Offer and the Merger through
borrowings under its existing credit facilities. These credit facilities are
unsecured and bear market interest
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rates. GKN expects to have sufficient funds from working capital and its
existing committed credit facilities to refinance the Company's indebtedness and
pay transaction fees and expenses.
IBJ Whitehall Bank & Trust Company has been retained by Parent and the
Purchaser to serve as the paying agent. Letters of transmittal, together with
instructions relating thereto, are expected to be provided promptly to the
Company's former shareholders so that such shareholders may receive the Merger
Consideration.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release of GKN relating to the consummation of the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE INTERLAKE CORPORATION
Date: February 11, 1999 By: /s/ Stephen R. Smith
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Stephen R. Smith
Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
Exhibit Description
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99.1 Press release of GKN relating to the consummation of the Merger.
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EXHIBIT 99.1
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 (335 million
pounds sterling) including the assumption of about $292 million (177 million
pounds sterling) 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.
