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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. 3
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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 (the "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 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by the following:
(f) On January 8, 1999, GKN issued a press release announcing the
extension of the Offer by 14 days to 12:00 midnight, New York City time, on
January 22, 1999. GKN also announced that it had been advised by IBJ
Schroder Bank & Trust Company, the depositary for the Offer, that as of
5:00 p.m. on Thursday, January 7, 1999, approximately 8,036,847 million
Common Shares had been tendered. The foregoing description of the press
release is qualified in its entirety by reference to a copy of the press
release which is attached hereto as Exhibit (a)(14) 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)(14) Press release issued by GKN on January 8, 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 8, 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 8, 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 8, 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 (a)(14)
FOR IMMEDIATE RELEASE
Contact:
Bob Marese
MacKenzie Partners, Inc.
212-929-5500
GKN EXTENDS ITS TENDER OFFER
FOR THE INTERLAKE CORPORATION
London and New York, January 8, 1999 -- GKN plc (LSE: GKN) today announced
that its tender offer, through a wholly owned subsidiary, for all outstanding
shares of The Interlake Corporation (NYSE: IK) has been extended by 14 days to
12:00 midnight, New York City time, on January 22, 1999.
This follows GKN's announcement on December 24, 1998, relating to the
extended waiting period following the request for additional information from
the Department of Justice under the Hart-Scott-Rodino Act.
GKN also announced that it has been advised by IBJ Schroder Bank & Trust
Company, the depositary for the tender offer, that as of 5:00 p.m. on Thursday,
January 7, 1999, approximately 8,036,847 million Common Shares had been
tendered.
