SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
Loctite Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
540137 10 6
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(CUSIP Number)
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 28, 1995
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(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 [ ].
<PAGE>
SCHEDULE 13D
CUSIP NO. 540137 10 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HC Investments, Inc. 51-0318575
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
11,208,224
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 11,208,224
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10 SHARED DISPOSITIVE POWER
None
- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,208,224
- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.7%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
This Amendment No. 10 (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 $1,150,000 in
connection with its acquisitions, since July 31, 1995 (the date of
Amendment No. 9 to the Schedule 13D), of 24,500 shares of Common Stock.
The sources of such funds were working capital of HCI, as well as loans
from Henkel Corporation from its own working capital.
Item 4. Purpose of Transaction.
In connection with Loctite's announced stock repurchase program,
Henkel KGaA sent a letter to Loctite agreeing to refrain from
purchasing additional shares of Common Stock as set forth in the
letter. A copy of the letter, dated August 28, 1995, is filed as
Exhibit 14 hereto and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) - (b) At the date hereof, HCI beneficially owns 11,208,224
shares of Common Stock, representing approximately 31.7% of the
35,369,675 shares of Common Stock outstanding on June 30, 1995, as
reported in Loctite's Form 10-Q for the quarterly period ended June,
1995. 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, the Rights Agreement
and the letter referred to in Item 4, HCI has a right of first refusal
with respect to shares of Common Stock representing approximately 10%
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 July 31, 1995 (the date of Amendment No. 9 to the
Schedule 13D) is set forth in Exhibit 15 hereto. Except as set forth
herein and in Amendment No. 9 to the Schedule 13D, 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 to the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
A copy of the letter, dated August 28, 1995, from Henkel KGaA to
Loctite setting forth the agreement of Henkel to refrain from
purchasing additional shares of Common Stock as set forth in the letter
is filed as Exhibit 14 hereto and is incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
Exhibit 14. Letter, dated August 28, 1995, from
Henkel KGaA to Loctite.
Exhibit 15. Purchases of Common Stock from
July 31, 1995 through August 28, 1995.
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: August 29, 1995
HC Investments, Inc.
By: /Ernest G. Szoke, Secretary/
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Ernest G. Szoke, Secretary
<PAGE>
Exhibit Index
Exhibit Number Page Number
- -------------- -----------
Exhibit 1 Stock Purchase Agreement *A
between Henkel of America,
Inc. and certain stockholders
of Loctite dated as of May
23, 1985
Exhibit 2 Investment Agreement between *A
Henkel of America, Inc. and
Loctite dated May 23, 1985
Exhibit 3 Amendment to Stock Purchase *A
Agreement between Henkel
Corporation and certain
stockholders of Loctite dated
as of October 11, 1985
Exhibit 4 Press Release issued by *B
Henkel KGaA on March 19, 1991
Exhibit 5 Press Release issued by *C
Henkel KGaA on May 6, 1991
Exhibit 6 Agreement among Frederick B. *D
Krieble, Theta and Henkel
Corporation dated as of
January 31, 1992
Exhibit 7 Acknowledgment of Loctite *D
dated February 4, 1992
Exhibit 8 Agreement, dated as of April *E
14, 1994, among Henkel KGaA,
Henkel Corporation, HCI and
Loctite
Exhibit 9 Rights Agreement, dated as of *E
April 14, 1994, between
Loctite and The First
National Bank of Boston
Exhibit 10 Press Release issued by *E
Henkel KGaA on April 14, 1994
Exhibit 11 Purchases of Common Stock *E
from March 6, 1992 through
April 14, 1994
Exhibit 12 Purchases of Common Stock *F
from April 14, 1994 through
October 14, 1994
Exhibit 13 Purchases of Common Stock *G
during 60 day period through
July 28, 1995
Exhibit 14 Letter, dated August 28, 8
1995, from Henkel KGaA to
Loctite
Exhibit 15 Purchases of Common Stock 9
from July 31, 1995 through
August 28, 1995
*A Previously filed as an Exhibit to the Schedule 13D on
November 6, 1985.
*B Previously filed as an Exhibit to Amendment No. 3 to the
Schedule 13D on March 20, 1991.
*C Previously filed as an Exhibit to Amendment No. 4 to the
Schedule 13D on May 8, 1991.
*D Previously filed as an Exhibit to Amendment No. 5 to the
Schedule 13D on March 2, 1992.
*E Previously filed as an Exhibit to Amendment No. 7 to the
Schedule 13D on April 14, 1994.
*F Previously filed as an Exhibit to Amendment No. 8 to the
Schedule 13D on October 17, 1994.
*G Previously filed as an Exhibit to Amendment No. 9 to the
Schedule 13D on July 31, 1995.
Exhibit 14
28 August 1995
By Airmail
Loctite Corporation
Attn: Eugene F. Miller
Vice President - Secretary
General Counsel
Hartford Square North
Ten Columbus Boulevard
Hartford, Connecticut 06106
Loctite Stock Repurchase
Dear Sirs and Madams:
We are apprised of the proposed resolution of the Board of
Directors of the Loctite Corporation authorizing the
repurchase of up to 3.350,000 shares of Loctite's common
stock over the next two years.
In order to facilitate Loctite's repurchase and subject to
the matters described in the next paragraph, we agree to
refrain from purchasing or having purchased for us any
Loctite shares during the two-year duration of the Loctite
repurchase program outlined in the proposed resolution.
As discussed our agreement is in consideration of such
repurchases and is conditioned upon Loctite informing us
monthly about the progress of and continuing to pursue the
repurchase program. If the program is discontinued within
the next two years or Loctite does not effect any purchase
during any period of sixty days we would feel free to give
you notice that we might resume our own purchase to the
extent permitted by our existing agreements.
We are confident that this meets with your approval,
best regards,
Henkel KGaA
Dr. Winkhaus Dr. Gruter
Exhibit 15
Purchases of Common Stock
From July 31, 1995 Through August 28, 1995
Set forth below are the purchases of Common Stock during the
period from July 31, 1995 through August 28, 1995. All purchases
were made in open-market, stock exchange transactions.
Date Number of Shares Price Per Share
7/31/95 6,000 $46.95
8/1/95 6,000 47.00
8/2/95 6,000 46.84
8/3/95 6,000 46.88
8/7/95 500 47.00
