-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, h1eijsP//VmaRo90hBB0lSO7iVhrkHzR+b8QEOi3t2lN1ZjukbcXV5VLOs+Osgaa Y+1gy3lGUhUMR52plKNtCw== 0000950131-95-000294.txt : 19950515 0000950131-95-000294.hdr.sgml : 19950515 ACCESSION NUMBER: 0000950131-95-000294 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950213 SROS: NASD GROUP MEMBERS: FIRST CAPITAL CORPORATION OF CHICAGO GROUP MEMBERS: FIRST CHICAGO CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERLAKE CORP CENTRAL INDEX KEY: 0000790929 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 363428543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-37517 FILM NUMBER: 95509319 BUSINESS ADDRESS: STREET 1: 550 WARRENVILLE RD CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 7088528800 MAIL ADDRESS: STREET 2: 550 WARRENVILLE RD CITY: LISLE STATE: IL ZIP: 60532 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST CHICAGO CORP CENTRAL INDEX KEY: 0000036161 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 362669970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE FIRST NATL PLZ MAIL STE 0287 CITY: CHICAGO STATE: IL ZIP: 60670 BUSINESS PHONE: 3127324000 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* THE INTERLAKE CORPORATION -------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 458702 10 7 ----------- (CUSIP Number) Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 458702 10 7 13G Page 2 of 8 Pages - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Capital Corporation of Chicago 36-246372 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [x] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Illinois - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 6,057,692 shares SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 6,057,692 shares PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 6,057,692 shares - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 21.57% - However, the securities held by First Capital Corporation of Chicago are only convertible into Common Stock under certain limited circumstances. - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 CO - ------------------------------------------------------------------------------ CUSIP No. 458702 10 7 13G Page 3 of 8 Pages - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Chicago Corporation 36-2669970 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [x] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 None except indirectly through one or more subsidiaries as reported herein. See Item 4. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 10 - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11 - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 12 CO HC - ------------------------------------------------------------------------------ Item 1(a). Name of Issuer: -------------- The Interlake Corporation (the "Company") Item 1(b). Address of Issuer's Principal Executive Offices: ----------------------------------------------- 550 Warrenville Road Lisle, Illinois 60532 Item 2(a). Name of Person Filing: --------------------- First Chicago Corporation ("FCC") is filing this statement on behalf of itself and its wholly-owned subsidiary, First Capital Corporation of Chicago ("FCCC"). Exhibit A attached hereto contains the agreement of FCC and FCCC to file joint disclosure statements on Schedule 13G. Item 2(b). Address of Principal Business Office: ------------------------------------ For FCC and FCCC: One First National Plaza Chicago, Illinois 60670 Item 2(c). Citizenship: ----------- FCCC is a corporation organized under the laws of the State of Illinois. FCC is a corporation organized under the laws of the State of Delaware. Item 2(d). Title of Class of Securities: ---------------------------- Common Stock (the "Common") Item 2(e). CUSIP Number ------------ 458702 10 7 Item 3. Type of Person Filing: --------------------- Not applicable. Item 4. Ownership: --------- (a)-(b) Pursuant to a Preferred Stock Purchase Agreement, dated as of March 6, 1992, as amended by Amendment No. 1 to Preferred Stock Purchase Agreement dated as of June 11, 1992, FCCC initially purchased 31,500 shares of the Company's Series A2 Convertible Exchangeable Preferred Stock (the "Series A Preferred") from the Company. Subject to certain conditions and restrictions, the Series A Preferred held by FCCC is currently convertible into 6,057,692 shares of Common. To the extent the Conversion Price (as defined in the Certificate of Designation for the Series A Preferred) relating to the Series A Preferred is adjusted pursuant to the terms of such Certificate of Designation, the number of shares of Common into which the Series A Preferred may be converted will be increased. The Series A Preferred is also exchangeable at the option of the Company (subject to certain restrictions) into exchangeable debentures of the Company ("Exchangeable Debentures"), and, subject to certain conditions and restrictions, such Exchangeable Debentures are also convertible into shares of Common. Upon the satisfaction of certain conditions, the Series A Preferred will automatically convert into the Company's Series B Convertible Preferred Stock (the "Series B Preferred"). The Series A Preferred, the Series B Preferred and the Exchangeable Debentures are convertible into non-voting Common Stock or, subject to certain conditions and restrictions, voting Common. Pursuant to the terms of the Certificate of Designation, the holders of Series A Preferred are entitled upon a Change of Control or Fundamental Change (as defined in the Certificate of Designation), to require the Company to redeem all or a portion of the Series A Preferred held by holders. The applicable Certificate of Designation and Exchange Debentures restrict the ability of the holders of Series A Preferred, Series B Preferred and the Exchangeable Debentures to convert such securities into Common so long as such holders would have a Regulatory Problem (as defined in the applicable Certificate of Designation and the Exchange Debentures) in connection with holding Common. To the extent a holder has a Regulatory Problem, the conversion of such securities by a holder thereof is only permitted upon the occurrence of one or more of the following events: (i) a public offering or public sale of Common, (ii) a disposition of the Company's securities to a person or group of persons if, after such disposition, such person or group of persons would not, in the aggregate, own, control or have the right to acquire more than two percent of the outstanding securities of any class of voting securities of the Company, (iii) a merger, consolidation or similar transaction if, after such transaction, a person or group of persons in the aggregate would own or control securities which possess in the aggregate the ordinary voting power to elect a majority of the surviving corporation's directors, (iv) a disposition of the Company's securities to a person or group of persons if, after such disposition, such person or group of persons would own or control securities which possess in the aggregate the ordinary voting power to elect a majority of the Company's directors, or (v) the liquidation, dissolution or winding-up of the Company. Assuming the conversion of the Series A Preferred held by FCCC into Common, FCCC may be deemed to own 21.57% of the outstanding Common. However, pursuant to restrictions in the Bank Holding Company Act of 1956, as amended, FCCC is prohibited from owning more than 5 percent of the voting Common. FCC may be deemed to own the shares of Common solely through its ownership of FCCC and The First National Bank of Chicago ("FNBC"), both wholly-owned subsidiaries. FNBC holds solely in a fiduciary capacity 600 shares of Common. (c) FNBC has sole voting and disposition power over the 600 shares. See also items 5 through 9 and item 11 on pages two and three hereof. Item 5. Ownership of Five Percent or Less of a Class: -------------------------------------------- Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person: ---------------------------------------------------------------- Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On by the Parent Holding Company: ------------------------------------------------------------------ Not applicable. Item 8. Identification and Classification of Member of the Group: -------------------------------------------------------- Not applicable. Item 9. Notice of Dissolution of Group: ------------------------------ Not applicable. Item 10. Certification: ------------- Not applicable. Signature: - --------- After reasonable 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. Date: February 10, 1995 FIRST CAPITAL CORPORATION OF CHICAGO /s/ Robert A. Rosholt By: _______________________ Robert A. Rosholt Executive Vice President FIRST CHICAGO CORPORATION /s/ Robert A. Rosholt By: _______________________ Robert A. Rosholt Executive Vice President and Chief Financial Officer EXHIBIT A AGREEMENT --------- The undersigned hereby agree, pursuant to (S)240.13d-1(f)(1), that the statement on Schedule 13G (including all amendments thereto) to which this Agreement is attached is to be filed on behalf of each of the undersigned and that First Chicago Corporation may file a Schedule 13G pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, and all amendments to such Schedule, with respect to shares of Common Stock of The Interlake Corporation. Date: February 10, 1995 FIRST CAPITAL CORPORATION OF CHICAGO /s/ Robert A. Rosholt By: _______________________ Robert A. Rosholt Executive Vice President FIRST CHICAGO CORPORATION /s/ Robert A. Rosholt By: _______________________ Robert A. Rosholt Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----