-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OinPU/0O5upv4iGFtxoE7luJQQ4yaGslXBQQSvcCFl4he0hCgrDoauQpcr5OI18c zxKZRDr8copgg1tAfaXXHg== 0000950123-98-010906.txt : 19981228 0000950123-98-010906.hdr.sgml : 19981228 ACCESSION NUMBER: 0000950123-98-010906 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981224 GROUP MEMBERS: GKN NORTH AMERICA INC GROUP MEMBERS: GKN NORTH AMERICA MANUFACTURING INC GROUP MEMBERS: GKN PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERLAKE CORP CENTRAL INDEX KEY: 0000790929 STANDARD INDUSTRIAL CLASSIFICATION: PARTITIONS, SHELVING, LOCKERS & OFFICE AND STORE FIXTURES [2540] IRS NUMBER: 363428543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-37517 FILM NUMBER: 98775688 BUSINESS ADDRESS: STREET 1: 550 WARRENVILLE RD CITY: LISLE STATE: IL ZIP: 60532-4387 BUSINESS PHONE: 6308528800 MAIL ADDRESS: STREET 1: 550 WARRENVILLE RD STREET 2: 550 WARRENVILLE RD CITY: LISLE STATE: IL ZIP: 60532-4387 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GKN NORTH AMERICA INC CENTRAL INDEX KEY: 0001074967 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133100503 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 3300 UNIVERSITY DR CITY: AUBURN HILLS STATE: MI ZIP: 48326-2362 BUSINESS PHONE: 2483710800 MAIL ADDRESS: STREET 1: 3300 UNIVERSITY DR CITY: AUBURN HILLS STATE: MI ZIP: 48326-2362 SC 14D1/A 1 AMENDED TENDER OFFER STATEMENT 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 ------------------------ THE INTERLAKE CORPORATION (NAME OF SUBJECT COMPANY) GKN NORTH AMERICA MANUFACTURING INC. AND GKN NORTH AMERICA INCORPORATED AND GKN PLC (BIDDERS) ------------------------ COMMON STOCK, $1.00 PAR VALUE AND SERIES A CONVERTIBLE EXCHANGEABLE PREFERRED STOCK, $1.00 PAR VALUE (TITLE OF CLASSES OF SECURITIES) ------------------------ 458702107 (COMMON STOCK) (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------ 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) ------------------------ COPY TO: BONNIE GREAVES, ESQ. SHEARMAN & STERLING 599 LEXINGTON AVENUE NEW YORK, NY 10022 (212) 848-4000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 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 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. Item 10(c) is hereby amended and supplemented by the following: (c) On December 23, 1998, GKN received a request for additional information (a "Second Request") from the Antitrust Division of the Department of Justice with respect to the Offer. Accordingly, unless earlier terminated, the Hart-Scott-Rodino Act waiting period, which was originally scheduled to expire at 11:59 p.m., New York City time, on December 23, 1998, will be extended and will now expire at 11:59 p.m., New York City time, on the tenth calendar day after the date that GKN substantially complies with the Second Request. On December 24, 1998, GKN issued a press release that announced the receipt of the Second Request. A copy of the press release issued by GKN on December 24, 1998 is filed herewith as Exhibit (a)(12) 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)(12) Press release issued by GKN on December 24, 1998. 1 3 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. GKN plc By: /s/ DAVID J. TURNER ------------------------------------ Name: David J. Turner Title: Finance Director Dated: December 24, 1998 2 4 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. GKN NORTH AMERICA INCORPORATED By: /s/ GREY DENHAM ------------------------------------ Name: Grey Denham Title: President Dated: December 24, 1998 3 5 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. GKN NORTH AMERICA MANUFACTURING INC. By: /s/ SEIFOLLAH GHASEMI ------------------------------------ Name: Seifollah Ghasemi Title: Vice President Dated: December 24, 1998 4 EX-99.A.12 2 PRESS RELEASE 1 EXHIBIT (a)(12) FOR IMMEDIATE RELEASE Contact: Bob Marese 212-929-5500 MacKenzie Partners, Inc. GKN ACQUISITION OF INTERLAKE London and New York, December 24, 1998 -- GKN plc (LSE: GKN) today announced that it has received a request for additional information from the Department of Justice (DOJ) under the Hart-Scott-Rodino Act concerning GKN's previously announced acquisition of The Interlake Corporation (NYSE: IK). This request extends the waiting period under the Hart-Scott-Rodino Act during which the parties cannot close the transaction pending DOJ review. GKN said that it intends to comply with the DOJ's request for additional information as quickly as possible. -----END PRIVACY-ENHANCED MESSAGE-----