SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Loctite Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
540137 10 6
(CUSIP Number)
Alan Appelbaum, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 14, 1994
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the
statement [ ].
SCHEDULE 13D
CUSIP NO. 540137 10 6
-----------
____________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HC Investments, Inc.
____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | |
(b) | x |
____________________________________________________________________________
3 SEC USE ONLY
____________________________________________________________________________
4 SOURCE OF FUNDS
AF, WC
____________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) | |
____________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
____________________________________________________________________________
7 SOLE VOTING POWER
10,834,635
_____________________________________________________________
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY _____________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10,834,635
WITH _____________________________________________________________
10 SHARED DISPOSITIVE POWER
NONE
____________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,834,635
____________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | x |
CERTAIN SHARES
____________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6%
____________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
____________________________________________________________________________
This Amendment No. 8 (this "Amendment") amends and supplements
the Schedule 13D filed on June 3, 1985, as previously amended (the
"Schedule 13D"), of Henkel Corporation, with respect to the Common Stock,
$.01 par value ("Common Stock"), of Loctite Corporation ("Loctite" or the
"Company"). All capitalized terms used in this Amendment and not otherwise
defined herein have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
HCI expended an aggregate of approximately $15,510,000 in
connection with its acquisitions, since April 15, 1994, of 349,075 shares of
Common Stock. The sources of such funds were working capital of HCI, as well
as loans and capital contributions from Henkel Corporation from its own
working capital.
Item 4. Purpose of Transaction.
The shares of Common Stock to which this Amendment relates
were acquired in order to expand the minority investment of HCI in Loctite in
accordance with the Agreement and the Rights Agreement, previously described
in the Schedule 13D, under which Henkel may beneficially own up to 35% of the
outstanding Common Stock, such maximum percentage being subject to adjustment
under certain circumstances (the "Henkel Percentage"). Under the Agreement
and Rights Agreement, Henkel is permitted to increase its ownership of Common
Stock, up to the Henkel Percentage, in open market transactions, privately
negotiated transactions, transactions pursuant to the right of first refusal
from the Sellers previously described in the Schedule 13D, or otherwise.
Based on, among other things, the financial performance of
Loctite, the market for and price of Common Stock, the availability of shares
of Common Stock from the Sellers, and other general market and investment
conditions, Henkel may, from time to time, purchase, in the open market or in
privately negotiated transactions (including, but not limited to, purchases
from one or more Sellers, pursuant to the right of first refusal or
otherwise), additional shares of Common Stock, consistent with the provisions
of the Agreement and the Rights Agreement, to increase its ownership up to the
Henkel Percentage. Henkel may also, based on such factors, determine to sell
shares of Common Stock, from time to time, as permitted under the Agreement
and the Rights Agreement.
As previously described in the Schedule 13D, under the
Agreement, Henkel is entitled to recommend an additional person
to serve as Director. Pursuant to the Agreement, Henkel has recommended that
Christoph Henkel be added to the Board. Mr. Henkel is a citizen of the
Federal Republic of Germany and is currently the Vice Chairman of the
Shareholders' Committee of Henkel KGaA. HCI anticipates that Mr. Henkel will
become a member of the Board on November 15, 1994.
Except as set forth herein, Henkel has no current plans or proposals
that relate to or would result in any of the actions or events enumerated in
clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the
Securities and Exchange Commission.
Item 5. Interest in Securities of the Issuer.
(a) - (b) At the date hereof, HCI beneficially owns
10,834,635 shares of Common Stock, representing approximately
30.6% of the 35,369,670 shares of Common Stock outstanding on June 30, 1994,
as reported in Loctite's Form 10-Q for the quarterly period ended June 30,
1994. Subject to the limitations of the Agreement and the Rights Agreement,
HCI has sole power to vote and to dispose of the shares of Common Stock
beneficially owned by it.
Subject to the limitations of the Agreement and the Rights
Agreement, HCI has a right of first refusal with respect to shares of Common
Stock representing approximately 9% of the outstanding Common Stock. Henkel
disclaims beneficial ownership with respect to all shares of Common Stock
subject to the right of first refusal.
(c) Certain information with respect to each transaction
in the Common Stock since April 15, 1994 (the date of Amendment No. 7 to the
Schedule 13D) is set forth in Exhibit 12 hereto. Except as set forth herein,
no transactions in shares of Common Stock were effected during the past 60
days by HCI, or, to the best of its knowledge, by Henkel KGaA, Henkel of
America, Inc., Henkel Corporation or any of the other persons listed on
Schedules I and II hereto.
Item 7. Material to be filed as Exhibits.
Exhibit 12. Purchases of Common Stock from April
15, 1994 through October 14, 1994.
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.
Dated: October 14, 1994
HC Investments, Inc.
By: ___________________________
Ernest G. Szoke, Secretary
Exhibit Index
Exhibit Number Page Number
Exhibit 1 Stock Purchase Agreement *
between Henkel of America,
Inc. and certain stockholders
of Loctite dated as of May
23, 1985
Exhibit 2 Investment Agreement between *
Henkel of America, Inc. and
Loctite dated May 23, 1985
Exhibit 3 Amendment to Stock Purchase *
Agreement between Henkel
Corporation and certain
stockholders of Loctite dated
as of October 11, 1985
Exhibit 4 Press Release issued by **
Henkel KGaA on March 19, 1991
Exhibit 5 Press Release issued by ***
Henkel KGaA on May 6, 1991
Exhibit 6 Agreement among Frederick B. ****
Krieble, Theta and Henkel
Corporation dated as of
January 31, 1992
Exhibit 7 Acknowledgement of Loctite ****
dated February 4, 1992
Exhibit 8 Agreement, dated as of April *****
14, 1994, among Henkel KGaA,
Henkel Corporation, HCI and
Loctite
Exhibit 9 Rights Agreement, dated as of *****
April 14, 1994, between
Loctite and The First
National Bank of Boston
Exhibit 10 Press Release issued by *****
Henkel KGaA on April 14, 1994
Exhibit 11 Purchases of Common Stock *****
from March 6, 1992 through
April 14, 1994
Exhibit 12 Purchases of Common Stock 10
from April 15, 1994 through
October 14, 1994
* Previously filed as an Exhibit to the Schedule 13D on
November 6, 1985.
** Previously filed as an Exhibit to Amendment No.
3 to the Schedule 13D on March 20, 1991.
*** Previously filed as an Exhibit to Amendment No.
4 to the Schedule 13D on May 8, 1991.
**** Previously filed as an Exhibit to Amendment No.
5 to the Schedule 13D on March 2, 1992.
***** Previously filed as an Exhibit to Amendment No.
7 to the Schedule 13D on April 14, 1994.
Exhibit 12
Purchases of Common Stock from
April 15, 1994 through October 14, 1994
Set forth below are the purchases of Common Stock from April
15, 1994 through October 14, 1994. Except as noted, all purchases were made
in open-market, stock exchange transactions.
Date Number of Shares Price per Share
8/18/94* 23,775* $43.88*
9/2/94 1,400 45.38
9/6/94 1,000 45.38
9/7/94 1,500 45.75
9/8/94 1,500 45.83
9/9/94 2,600 45.42
9/12/94 9,000 45.00
9/13/94 2,100 44.49
9/14/94 500 44.25
9/15/94 1,000 44.00
9/16/94 2,000 44.47
9/19/94 3,000 44.27
9/20/94 2,500 44.15
9/21/94 800 43.91
9/22/94 3,000 42.67
9/23/94 2,300 42.07
9/26/94 1,500 41.71
9/27/94 1,500 41.75
9/28/94 1,700 42.00
9/29/94 200 42.38
9/30/94 1,900 42.97
10/3/94 3,000 42.52
10/4/94 1,700 42.25
10/5/95 3,000 42.15
10/6/94 1,000 42.00
10/7/94 3,000 42.21
10/10/94 100 42.75
10/11/94 2,500 43.88
10/14/94* 270,000* 44.63*
* Private purchase pursuant to right of first refusal described in the
Schedule 13D.
