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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 5)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 18)
Loctite Corporation
(Name Of Subject Company)
HC Investments, Inc.
Henkel KGaA
(Bidders)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Including Any Associated Stock Purchase Rights)
(Title of Class of Securities)
540137 10 6
(CUSIP Number of Class of Securities)
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Dr. Karl Gruter
Henkel KGaA
Henkelstrasse 67
D-40191 Dusseldorf
Germany
49-211-797-2137
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
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With a copy to:
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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HC Investments, Inc. and Henkel KGaA hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (the
"Statement") originally filed on November 6, 1996, with respect
to the offer by HC Investments, Inc. to purchase all outstanding
shares of Common Stock, par value $0.01 per share, of Loctite
Corporation, a Delaware corporation, including the associated
common stock purchase rights issued pursuant to the Rights
Agreement, dated as of April 14, 1994, between the Company and
The First National Bank of Boston, as Rights Agent, and all
benefits that may inure to holders thereof, for a purchase price
of $57.75 per share, net to the seller in cash, without interest
thereon, as set forth in this Amendment No. 5. This amendment
also amends and supplements the Schedule 13D of Purchaser with
respect to the Shares. Capitalized terms not defined herein have
the meanings assigned thereto in the Statement.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) of the Statement is hereby amended and supplemented by
adding thereto the following:
On November 29, 1996, Parent issued a press release, a
copy of which is included as exhibit (g)(7) hereto and the
information contained therein is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is hereby amended to add the following
exhibit:
(g)(7) Press Release dated November 29, 1996.
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SIGNATURE
After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this Statement is true, complete and correct.
Dated: November 29, 1996
HC INVESTMENTS, INC.
by /s/ Karl Gruter
Name: Karl Gruter
Title: Chairman of the Board of Directors
HENKEL KGaA
by /s/ Karl Gruter
Name: Karl Gruter
Title: General Counsel
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EXHIBIT INDEX
EXHIBIT NUMBER
EXHIBIT NAME
(g)(7) Press Release dated November 29, 1996.
Contacts: Thomas Davies
Todd Fogarty
Kekst & Company
212-593-2655
FOR IMMEDIATE RELEASE
DUSSELDORF, GERMANY, November 29, 1996 -- HENKEL KGaA
announced today that it had received from Loctite Corporation
guidelines for the submission of a bid to acquire the company.
Henkel is considering whether or not it will submit a bid. Its
pending tender offer for all of the Common Stock of Loctite, is
currently scheduled to expire at 5:00 p.m., New York City time,
on Monday, January 6, 1997.
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