INTERLAKE CORP
8-K, 1999-02-08
PARTITIONS, SHELVG, LOCKERS, & OFFICE & STORE FIXTURES
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                                                                       S&S DRAFT
                                                                          2/5/99



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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    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 5, 1999

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                            The Interlake Corporation
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

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                 1-9149                                 36-3428543
        (Commission File Number)           (I.R.S. Employer Identification No.)

          550 Warrenville Road                          60532-4387
             Lisle, Illinois                            (Zip Code)
(Address of principal executive offices)


       Registrant's telephone number, including area code: (630) 852-8800

                                      N.A.
          (Former name or former address, if changed since last report)

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Item 5.        Other Events.

               GKN North America Manufacturing Inc., a Delaware corporation
("GKN Manufacturing"), the record holder of 35,000 shares of Series A2
Convertible Exchangeable Preferred Stock and 5,000 shares of Series A3
Convertible Exchangeable Preferred Stock (the "Subject Shares") of The Interlake
Corporation, a Delaware corporation (the "Company"), delivered a notice to the
Company on February 5, 1999, requesting conversion of all of the Subject Shares
under Section 6B of the Certificate of Designation of Series A1 Convertible
Exchangeable Preferred Stock, Series A2 Convertible Exchangeable Preferred Stock
and Series A3 Convertible Exchangeable Preferred Stock of the Company filed June
17, 1992 (the "Certificate of Designation").

               In accordance with Section 6B of the Certificate of Designation,
effective February 5, 1999, the Company converted all of the Subject Shares and
issued a certificate representing 10,928,962 shares of the Company's Common
Stock, par value $1.00 per share ("Common Stock") to GKN Manufacturing. As of
February 5, 1999, the total number of shares of Common Stock outstanding was
34,274,104, which included the Common Stock issued on that date upon conversion
of the Subject Shares.




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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




                                      By: 
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Date:  February 8, 1999                   Name: Stephen R. Smith
                                          Title:Vice President, Secretary and
                                                General Counsel




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