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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. 5
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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 10. ADDITIONAL INFORMATION.
Items 10(b) and (c) are hereby amended and supplemented as follows:
On February 1, 1999, GKN issued a press release announcing, among other
things, that it has received early termination from the Department of Justice of
the waiting period under the Hart-Scott-Rodino Act in connection with the Offer.
A copy of the press release issued by GKN with respect to the foregoing is
attached hereto as Exhibit (a)(16) and incorporated herein by reference.
Item 10(f) is hereby amended and supplemented as follows:
On February 1, 1999, GKN issued a press release announcing, among other
things, the extension of the Offer by five days to 12:00 midnight, New York City
time, on Wednesday, February 3, 1999. The Offer had previously been scheduled to
expire at 12:00 midnight, New York City time, on Friday, January 29, 1999. GKN
has been advised by IBJ Whitehall Bank & Trust Company, the depositary for the
tender offer, that as of 5:00 p.m. on Friday, January 29, 1999, approximately
17,910,680 Common Shares and 36,100 Series A Shares had been tendered. The
Common Shares include 1,070,575 shares tendered pursuant to Notices of
Guaranteed Delivery. A copy of the press release issued by GKN with respect to
the foregoing is attached hereto as Exhibit (a)(16) and incorporated herein by
reference.
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)(16) Press release issued by GKN on February 1, 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: February 1, 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: February 1, 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: February 1, 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)(16)
FOR IMMEDIATE RELEASE
Contact:
Bob Marese
MacKenzie Partners, Inc.
212-929-5500
DOJ GRANTS EARLY TERMINATION
GKN EXTENDS ITS TENDER OFFER
FOR THE INTERLAKE CORPORATION
London and New York, February 1, 1999 -- GKN plc (LSE: GKN) today announced
that it has received early termination from the Department of Justice of the
waiting period under the Hart-Scott-Rodino Act in connection with its tender
offer, through a wholly owned subsidiary, for all outstanding shares of The
Interlake Corporation (NYSE: IK).
GKN also announced that it has extended the offer by five days to 12:00
midnight, New York City time, on Wednesday, February 3, 1999. The offer had
previously been scheduled to expire at 12:00 midnight, New York City time, on
Friday, January 29, 1999.
GKN has been advised by IBJ Whitehall Bank & Trust Company, the depositary
for the tender offer, that as of 5:00 p.m. on Friday, January 29, 1999,
approximately 17,910,680 Common Shares and 36,100 Series A Shares had been
tendered. The Common Shares tendered include 1,070,575 shares tendered pursuant
to Notices of Guaranteed Delivery.
