<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (FEE REQUIRED)
For The Fiscal Year Ended December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (NO FEE REQUIRED)
For The Transition Period From To
Commission File Number 1-7608
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
LOCTITE CORPORATION EMPLOYEE THRIFT INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
LOCTITE CORPORATION
10 COLUMBUS BOULEVARD
HARTFORD, CONNECTICUT 06106
<PAGE> 2
FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
<CAPTION>
<S> <C>
(a) Financial Statements: PAGE NO.
Report of Independent Accountants.............................. 2
Statement of Financial Condition with Fund Information
- December 31, 1995 and 1994................................... 3-4
Statement of Income and Changes in Plan Equity with Fund
Information - Years ended December 31, 1995 and 1994........... 5-6
Notes to Financial Statements.................................. 7-12
(b) Supplemental Schedules
Schedule I - Schedule of Assets Held for Investment Purposes... 13
Schedule II - Schedule of Reportable Transactions.............. 14
(c) Exhibits
(23) Consent of Independent Accountants......................... E-1
</TABLE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Administrative Committee have duly caused this annual report to
be signed on the Committee's behalf by the undersigned, thereunto duly
authorized.
LOCTITE CORPORATION EMPLOYEE THRIFT INVESTMENT PLAN
(Name of Plan)
By /s/ Robert L. Aller
--------------------------------------
Robert L. Aller, Senior Vice President
Chairman, Administrative Committee
Date: June 21, 1996
- 1 -
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
June 12, 1996
To the Participants and Plan Administrator
of the Loctite Corporation Employee
Thrift Investment Plan
In our opinion, the accompanying statements of financial condition and the
related statements of income and changes in plan equity present fairly, in all
material respects, the net assets available for plan benefits of the Loctite
Corporation Employee Thrift Investment Plan at December 31, 1995 and 1994, and
the changes in net assets available for plan benefits for the years then ended,
in conformity with generally accepted accounting principles. These financial
statements are the responsibility of the plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. The Fund Information in the statements of financial condition
and the statements of income and changes in plan equity is presented for
purposes of additional analysis rather than to present the net assets available
for plan benefits and changes in net assets available for benefits of each fund.
Schedules I and II and the Fund Information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Price Waterhouse LLP
Hartford, Connecticut
- 2 -
<PAGE> 4
LOCTITE CORPORATION EMPLOYEE THRIFT INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
SHORT COMPANY FIXED FIDELITY FIDELITY TEMPLETON
TERM STOCK INCOME ADVISOR EQUITY MAGELLAN FOREIGN PARTICIPANT
FUND FUND FUND INCOME FUND FUND FUND LOANS TOTAL
---- ---- ---- ----------- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 1,893 $ 5 $ 10,164 $ -- $ -- $ -- $ -- $ 12,062
Loctite Corporation
Common Stock receivable -- 95,475 -- -- -- -- -- 95,475
Dividends receivable -- 97,959 -- -- -- -- -- 97,959
-- --
Investments at fair value:
Temporary investments 367,173 -- -- -- -- -- -- 367,173
Loctite Corporation
Common Stock -- 18,250,213 -- -- -- -- -- 18,250,213
Fidelity Advisor
Equity Income Fund -- -- -- 7,676,408 -- -- -- 7,676,408
Fidelity Magellan Fund -- -- -- -- 3,085,369 -- -- 3,085,369
Templeton Foreign Fund -- -- -- -- -- 2,042,524 -- 2,042,524
Participant Loans -- -- -- -- -- -- 1,098,085 1,098,085
Investments at contract value:
Investment contracts -- -- $11,924,014 -- -- -- -- 11,924,014
-------- ----------- ----------- ---------- ---------- ---------- ---------- -----------
Total investments 367,173 18,250,213 11,924,014 7,676,408 3,085,369 2,042,524 1,098,085 44,443,786
-------- ----------- ----------- ---------- ---------- ---------- ---------- -----------
Total assets 369,066 18,443,652 11,934,178 7,676,408 3,085,369 2,042,524 1,098,085 44,649,282
Liabilities:
Accrued expenses -- 37,400 26,200 10,800 3,000 2,900 -- 80,300
-------- ----------- ----------- ---------- ---------- ---------- ---------- -----------
Plan equity $369,066 $18,406,252 $11,907,978 $7,665,608 $3,082,369 $2,039,624 $1,098,085 $44,568,982
======== =========== =========== ========== ========== ========== ========== ===========
</TABLE>
(See accompanying notes to financial statements)
- 3 -
<PAGE> 5
LOCTITE CORPORATION EMPLOYEE THRIFT INVESTMENT PLAN
STATEMENT OF FINANCIAL CONDITION WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SHORT COMPANY FIXED FIDELITY FIDELITY TEMPLETON
TERM STOCK INCOME ADVISOR EQUITY MAGELLAN FOREIGN PARTICIPANT
FUND FUND FUND INCOME FUND FUND FUND LOANS TOTAL
---- ---- ---- ----------- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 1,322 $ 1,384 $ 27,006 $ 977 $ 1,001 $ 976 $ -- $ 32,666
Loctite Corporation
Common Stock receivable -- 100,905 -- -- -- -- -- 100,905
Dividends receivable -- 78,194 -- -- -- -- -- 78,194
-- --
Investments at fair value:
Temporary investments 263,973 -- -- -- -- -- -- 263,973
Loctite Corporation
Common Stock -- 17,400,068 -- -- -- -- -- 17,400,068
Fidelity Advisor
Equity Income Fund -- -- -- 4,989,499 -- -- -- 4,989,499
Fidelity Magellan Fund -- -- -- -- 1,418,102 -- -- 1,418,102
Templeton Foreign Fund -- -- -- -- -- 1,367,187 -- 1,367,187
Participant Loans -- -- -- -- -- -- 716,783 716,783
Investments at contract value:
Investment contracts -- -- 12,042,582 -- -- -- -- 12,042,582
-------- ----------- ----------- ---------- ---------- ---------- -------- -----------
Total investments 263,973 17,400,068 12,042,582 4,989,499 1,418,102 1,367,187 716,783 38,198,194
-------- ----------- ----------- ---------- ---------- ---------- -------- -----------
Total assets 265,295 17,580,551 12,069,588 4,990,476 1,419,103 1,368,163 716,783 38,409,959
Liabilities:
Accrued expenses -- 8,000 5,800 2,400 600 500 -- 17,300
-------- ----------- ----------- ---------- ---------- ---------- -------- -----------
Plan equity $265,295 $17,572,551 $12,063,788 $4,988,076 $1,418,503 $1,367,663 $716,783 $38,392,659
======== =========== =========== ========== ========== ========== ======== ===========
</TABLE>
(See accompanying notes to financial statements)
- 4 -
<PAGE> 6
LOCTITE CORPORATION EMPLOYEE THRIFT INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
SHORT COMPANY FIXED FIDELITY FIDELITY TEMPLETON
TERM STOCK INCOME ADVISOR EQUITY MAGELLAN FOREIGN PARTICIPANT
FUND FUND FUND INCOME FUND FUND FUND LOANS
---- ---- ---- ----------- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to plan equity
attributed to:
Contributions:
Participants/rollovers $3,806,074 $ 31,692 $ 59,297 $ 13,326 $ 53,364 $ 1,973 $ --
Loctite Corporation -- 1,470,057 -- -- -- -- --
---------- ----------- ----------- ---------- ---------- ---------- ----------
3,806,074 1,501,749 59,297 13,326 53,364 1,973 --
---------- ----------- ----------- ---------- ---------- ---------- ----------
Investment experience:
Dividends and interest 24,064 372,493 888,907 303,870 170,689 125,600 70,548
Net appreciation in fair
value of investments -- 381,889 -- 1,465,930 383,349 56,988 --
---------- ----------- ----------- ---------- ---------- ---------- ----------
24,064 754,382 888,907 1,769,800 554,038 182,588 70,548
---------- ----------- ----------- ---------- ---------- ---------- ----------
Total additions 3,830,138 2,256,131 948,204 1,783,126 607,402 184,561 70,548
---------- ----------- ----------- ---------- ---------- ---------- ----------
Deductions from plan equity
attributed to:
Benefits paid to participants 1,918,665 1,522,122 -- -- -- -- --
Plan expenses -- 29,400 20,400 8,400 2,400 2,400 --
---------- ----------- ----------- ---------- ---------- ---------- ----------
Total deductions 1,918,665 1,551,522 20,400 8,400 2,400 2,400 --
---------- ----------- ----------- ---------- ---------- ---------- ----------
Net increase prior to
interfund transfers 1,911,473 704,609 927,804 1,774,726 605,002 182,161 70,548
Interfund transfers (net) (1,807,702) 129,092 (1,083,614) 902,806 1,058,864 489,800 310,754
---------- ----------- ----------- ---------- ---------- ---------- ----------
Net increase (decrease)
in plan equity 103,771 833,701 (155,810) 2,677,532 1,663,866 671,961 381,302
Plan equity at beginning
of year 265,295 17,572,551 12,063,788 4,988,076 1,418,503 1,367,663 716,783
---------- ----------- ----------- ---------- ---------- ---------- ----------
Plan equity at end
of year $ 369,066 $18,406,252 $11,907,978 $7,665,608 $3,082,369 $2,039,624 $1,098,085
========== =========== =========== ========== ========== ========== ==========
<CAPTION>
TOTAL
-----
<S> <C>
Additions to plan equity
attributed to:
Contributions:
Participants/rollovers $ 3,965,726
Loctite Corporation 1,470,057
-----------
5,435,783
-----------
Investment experience:
Dividends and interest 1,956,171
Net appreciation in fair
value of investments 2,288,156
-----------
4,244,327
-----------
Total additions 9,680,110
-----------
Deductions from plan equity
attributed to:
Benefits paid to participants 3,440,787
Plan expenses 63,000
-----------
Total deductions 3,503,787
-----------
Net increase prior to
interfund transfers 6,176,323
Interfund transfers (net) --
-----------
Net increase (decrease)
in plan equity 6,176,323
Plan equity at beginning
of year 38,392,659
-----------
Plan equity at end
of year $44,568,982
===========
</TABLE>
(See accompanying notes to financial statements)
- 5 -
<PAGE> 7
LOCTITE CORPORATION EMPLOYEE THRIFT INVESTMENT PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
SHORT COMPANY FIXED FIDELITY FIDELITY TEMPLETON
TERM STOCK INCOME ADVISOR EQUITY MAGELLAN FOREIGN PARTICIPANT
FUND FUND FUND INCOME FUND FUND FUND LOANS
---- ---- ---- ----------- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to plan equity
attributed to:
Contributions:
Participants/rollovers $ 3,374,471 $ 7,594 $ 74,003 $ 11,326 $ 19,222 $ 14,952 $ --
Loctite Corporation -- 1,312,653 -- -- -- -- --
----------- ----------- ----------- ---------- ---------- ---------- --------
3,374,471 1,320,247 74,003 11,326 19,222 14,952 --
----------- ----------- ----------- ---------- ---------- ---------- --------
Investment experience:
Dividends and interest 13,499 305,259 896,312 218,380 28,631 86,986 21,360
Net appreciation
(depreciation) in fair
value of investments: -- 3,617,566 -- 129,636 (42,023) (118,381) --
----------- ----------- ----------- ---------- ---------- ---------- --------
13,499 3,922,825 896,312 348,016 (13,392) (31,395) 21,360
----------- ----------- ----------- ---------- ---------- ---------- --------
Total additions 3,387,970 5,243,072 970,315 359,342 5,830 (16,443) 21,360
----------- ----------- ----------- ---------- ---------- ---------- --------
Deductions from plan equity:
Benefits paid to participants 2,053,306 1,497,816 -- -- -- -- --
Plan expenses -- 21,400 26,050 9,800 1,400 1,200 --
----------- ----------- ----------- ---------- ---------- ---------- --------
Total deductions 2,053,306 1,519,216 26,050 9,800 1,400 1,200 --
----------- ----------- ----------- ---------- ---------- ---------- --------
Net increase (decrease)
prior to interfund transfers 1,334,664 3,723,856 944,265 349,542 4,430 (17,643) 21,360
Interfund transfers (net) (1,150,841) 34,079 (2,251,825) (126,215) 1,414,073 1,385,306 695,423
----------- ----------- ----------- ---------- ---------- ---------- --------
Net increase (decrease)
in plan equity 183,823 3,757,935 (1,307,560) 223,327 1,418,503 1,367,663 716,783
Plan equity at beginning
of year 81,472 13,814,616 13,371,348 4,764,749 -- -- --
----------- ----------- ----------- ---------- ---------- ---------- --------
Plan equity at end
of year $ 265,295 $17,572,551 $12,063,788 $4,988,076 $1,418,503 $1,367,663 $716,783
=========== =========== =========== ========== ========== ========== ========
<CAPTION>
TOTAL
-----
<S> <C>
Additions to plan equity
attributed to:
Contributions:
Participants/rollovers $ 3,501,568
Loctite Corporation 1,312,653
-----------
4,814,221
-----------
Investment experience:
Dividends and interest 1,570,427
Net appreciation
(depreciation) in fair
value of investments: 3,586,798
-----------
5,157,225
-----------
Total additions 9,971,446
-----------
Deductions from plan equity:
Benefits paid to participants 3,551,122
Plan expenses 59,850
-----------
Total deductions 3,610,972
-----------
Net increase (decrease)
prior to interfund transfers 6,360,474
Interfund transfers (net) --
-----------
Net increase (decrease)
in plan equity 6,360,474
Plan equity at beginning
of year 32,032,185
-----------
Plan equity at end
of year $38,392,659
===========
</TABLE>
(See accompanying notes to financial statements)
- 6 -
<PAGE> 8
LOCTITE CORPORATION
EMPLOYEE THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
GENERAL
The Loctite Corporation Employee Thrift Investment Plan (the "Plan") became
effective on January 1, 1982 and is a qualified defined contribution thrift plan
which enables employees to save systematically through payroll deductions.
Through April 30, 1994, eligible employees were able to participate in the Plan
after completion of at least one year of service. Effective May 1, 1994,
eligible employees may participate in the Plan after completion of three months
of service. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974.
CONTRIBUTIONS
Participants may contribute up to 16% of their compensation to the Plan.
Effective May 1, 1994, participants may also transfer amounts representing
rollover distributions from other qualified defined benefit or defined
contribution plans. Loctite Corporation ("The Company") contributes 50% of the
first 6% of participant compensation that a participant contributes to the Plan.
All Company contributions are in the form of shares of its common stock.
INVESTMENT OPTIONS
Participant contributions are invested at the participant's election into one of
a combination of five funds, as described below:
Company Stock Fund -- The Company Stock Fund is invested solely in
Loctite Corporation common stock. Participant contributions to the
Company Stock Fund are limited to a maximum of 25% of their
contributions.
Fixed Income Fund -- The Fixed Income Fund is invested in investment
contracts which produce a fixed rate of return. Participant
contributions made in 1995 to the Fixed Income Fund were invested in
a deposit administration contract with Metropolitan Life Insurance
Company which yields an effective annual rate of 8.02% compounded
annually, maturing on December 31, 1999. Participant contributions
made in 1994 to the Fixed Income Fund were invested in a deposit
administration contract with New York Life Insurance Company, which
yields an effective annual rate of 5.60% compounded annually,
maturing on December 31, 1998.
Fidelity Advisor Equity Income Fund - Funds are invested in a
registered investment company that invests primarily in
income-producing common and preferred stocks and in lower quality,
high-yielding debt securities.
Fidelity Magellan Fund - Funds are invested in a registered
investment company that invests primarily in common stocks of U.S.,
multinational and foreign companies.
- 7 -
<PAGE> 9
Templeton Foreign Fund - Funds are invested in a registered
investment company that invests in common stocks and bonds issued by
companies and governments outside the U.S.
The Short Term Fund receives the monthly participant contributions and invests
them in short term instruments pending allocation of these contributions to the
elected funds. The Short Term Fund is invested in Fleet Bank, N.A. Short Term
Investment Fund (see Note 7).
Employees participating in the Plan were as follows:
<TABLE>
<CAPTION>
December 31, December 31,
1995 1994
---- ----
<S> <C> <C>
Company Stock Fund 1,116 1,079
Fixed Income Fund 874 878
Fidelity Advisor Equity Income Fund 683 588
Fidelity Magellan Fund 502 342
Templeton Foreign Fund 399 334
</TABLE>
The participants above may have invested in more than one of the investment
funds. All Plan participants are enrolled in the Company Stock Fund because of
the Company's matching contribution, which is credited to that fund. The number
of participants electing to direct a portion of their contributions to the
Company Stock Fund were 670 and 617 at December 31, 1995 and 1994, respectively.
VESTING AND PAYMENT OF BENEFITS
Participants are fully vested at all times in their contributions and the
investment experience associated therewith. Participants become fully vested in
the Company's contributions and the investment experience associated therewith
when they complete five years of service with the Company or after two years of
participation in the Plan, whichever is more favorable to the employee. In the
event of the participant's death, disability, or retirement, all amounts in the
participant's account become fully vested. Forfeitures of participants'
non-vested Company Stock Fund accounts are used by the Company to reduce its
contributions to the Plan. Forfeitures for the years ending December 31, 1995
and 1994 were $15,744 and $5,929, respectively.
Employees may begin withdrawing their before-tax contributions and earnings from
the Plan at age 59 1/2. Withdrawals or distributions are made from participants'
vested balances in their elected funds and are paid in cash from the Short Term
Fund and in common stock from the Company Stock Fund.
Participants may make non-hardship withdrawals from after-tax contributions,
rollover contributions, vested matching contributions, and the related earnings
on these contributions. Participants may also make withdrawals from their
before-tax contributions and the pre-1989 earnings on those contributions if
they satisfy the IRS regulations for hardship withdrawals.
- 8 -
<PAGE> 10
The Company anticipates the Plan will continue without interruption, but
reserves the right to discontinue the Plan. In the event the Plan is terminated,
participants receive all funds in their accounts including common stock, whether
or not vested.
LOANS TO PARTICIPANTS
Effective May 1, 1994, the Plan allows participants to borrow from their vested
account balances. Loans to participants must be at least $1,000 and are limited
to the lesser of 50% of their vested balance, reduced by any current outstanding
loan balance, or $50,000 reduced by the highest outstanding loan balance in the
preceding 12 months. Additionally, the payroll deduction for loan repayments
cannot exceed 30% of the participant's gross pay. The interest rate for all
loans requested during a given month is set at one percentage point above the
prime rate as published in the Wall Street Journal on the first business day of
the month and remains set for the duration of the loan. General loans may be
repaid over one to five years while primary residence loans may be repaid over
one to ten years. Loan repayments plus interest are paid through payroll
deductions.
PARTICIPANTS' TAX STATUS
Participants may elect to make contributions in amounts from 1% to 10% on a
pre-tax basis and from 1% to 16% on an after-tax basis or any combination
thereof up to a total of 16% of their compensation. The maximum contribution for
members whose earnings exceeded $66,000 was 6% pre-tax and 7% for a combination
of pre-tax and after-tax contributions. Pre-tax contributions, the Company's
contributions, and investment experience are generally not taxable to the
participant until withdrawn or distributed from the Plan. Pre-tax contributions
are subject to reduction in the event that such contributions exceed limitations
imposed by the Internal Revenue Code.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared under the accrual method of
accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value except for its investment
contracts with insurance companies included in the Fixed Income Fund which are
valued at contract value.
Investments in the Short Term Fund and loans to participants are valued at cost
which approximates fair value. Investments and receivables in the Company Stock
Fund are valued at quoted market prices. The shares of registered investment
companies are valued at quoted market prices which represent the net asset
values of shares held by the Plan at year-end.
Expenses of operating the Loctite Corporation Employee Thrift Investment Plan
are payable from assets held by the Plan, unless the Company elects to pay such
expenses. The Plan incurred operating expenses of $63,000 and $59,850 for the
years ended December 31, 1995 and 1994, respectively.
- 9 -
<PAGE> 11
NOTE 3 - INVESTMENTS
The Plan's investments are held by a bank-administered trust fund and are
presented in the following table. Investments that represent five percent or
more of the Plan's equity are separately identified.
<TABLE>
<CAPTION>
December 31, December 31,
1995 1994
---- ----
<S> <C> <C>
Investments at fair value:
Fleet Bank, N.A. Short Term Investment Fund $ 367,173 $ 263,973
Loctite Corporation Common Stock
(384,215 shares and 374,195 shares) 18,250,213 17,400,068
Registered Investment Companies
Fidelity Advisor Equity Income Fund 7,676,408 4,989,499
Fidelity Magellan Fund 3,085,369 1,418,102
Templeton Foreign Fund 2,042,524 1,367,187
----------- -----------
12,804,301 7,774,788
Participant Loans 1,098,085 716,783
<CAPTION>
Investments at contract value:
Guaranteed investment contracts yield maturity
----- --------
<S> <C> <C> <C> <C>
New York Life Insurance Company 5.8% 12/31/2000 1,395,404 --
Hartford Life Insurance Company 7.5% 10/21/1996 2,031,973 1,890,032
Hartford Life Insurance Company 8.5% 12/28/1995 -- 2,629,046
Continental Assurance Company 6.7% 12/31/1996 2,655,848 2,488,613
Continental Assurance Company 6.6% 12/31/1997 2,255,549 2,115,899
New York Life Insurance Company 5.6% 12/31/1998 515,996 454,960
Metropolitan Life Insurance Company 8.0% 12/31/1999 3,069,244 2,464,032
----------- -----------
11,924,014 12,042,582
----------- -----------
$44,443,786 $38,198,194
=========== ===========
</TABLE>
During 1995 and 1994, contributions to the Company Stock Fund resulted in the
issuances (net of redemptions) of 10,020 and 6,326 shares, respectively, of
Loctite Corporation common stock. These shares were issued and redeemed by the
Company at the average monthly market price.
The Plan has entered into investment contracts with a number of insurance
companies. These contracts provide a fixed crediting interest rate, and a
financially responsible entity guarantees liquidity at contract value prior to
maturity for any and all participant-initiated benefit withdrawals, loans, or
transfers arising under the terms of the Plan, which allows access for all
participants on a quarterly basis. The weighted average interest rate under
these contracts was 7.0% and 7.4% at December 31, 1995 and 1994, respectively.
The contracts are included in the financial statements at contract value, which
approximates fair value. Contract value represents
- 10 -
<PAGE> 12
contributions made under the contract, plus earnings, less Plan withdrawals and
administrative expenses.
NOTE 4 - MASTER TRUST
The assets of the Plan, the assets of the Retirement Plan of Loctite Corporation
and the assets of the Retirement and Savings Plan of Loctite Puerto Rico, Inc.
are maintained under a Master Trust Agreement with Fleet Bank, N.A., Trustee.
The assets of the Plan and the assets of each Retirement Plan are segregated,
and accounted for and reported on separately by the Trustee. Therefore, separate
financial statements of the Master Trust have not been included.
NOTE 5 - DISTRIBUTIONS AND WITHDRAWALS PAYABLE
The following is a reconciliation of plan equity per the financial statements to
net assets available for benefits per the Form 5500:
<TABLE>
<CAPTION>
December 31, December 31,
1995 1994
---- ----
<S> <C> <C>
Plan equity per the financial statements $44,568,982 $ 38,392,659
Participant withdrawals and distributions
payable at December 31 (264,394) (130,005)
----------- ------------
Net assets available for benefits per the
Form 5500 $44,304,588 $ 38,262,654
=========== ============
</TABLE>
The withdrawals and distributions payable by fund are as follows:
<TABLE>
<CAPTION>
December 31, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Short Term Fund $197,894 $ 91,735
Company Stock Fund 66,500 38,270
-------- --------
Total $264,394 $130,005
======== ========
</TABLE>
The following is a reconciliation of benefits and withdrawals paid to
participants per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended
December 31, 1995
-----------------
<S> <C>
Benefits and withdrawals paid to participants per the
financial statements $3,440,787
Add: Amounts payable at December 31, 1995 264,394
Less: Amounts payable at December 31, 1994 (130,005)
----------
Benefits paid to participants per the Form 5500 $3,575,176
==========
</TABLE>
- 11 -
<PAGE> 13
NOTE 6 - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated January 17, 1996, that the Plan (as amended) and related trust are
designed in accordance with applicable sections of the Internal Revenue Code
(IRC). The Plan administrator and the Plan's tax counsel believe that the Plan
continues to operate in compliance with the applicable requirements of the IRC.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
NOTE 7 - RELATED PARTY TRANSACTIONS
Certain Plan investments are in Fleet Bank, N.A. Short-Term Investment Fund.
Fleet Bank, N.A. is the trustee of the Plan and, therefore, these transactions
qualify as party-in-interest. Certain legal and accounting fees, including fees
paid to Fleet Bank, N.A., and certain administrative expenses are absorbed by
the Company.
-12-
<PAGE> 14
Schedule I
LOCTITE CORPORATION
EMPLOYEE THRIFT INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Current
or Contract
Identity of Issuer Description of Investment Cost Value
- ------------------ ------------------------- ----------- -----------
<S> <C> <C> <C>
Investments at fair value:
Fleet Bank, N.A. * Fleet Bank Short Term Investment Fund $ 367,173 $ 367,173
Loctite Corporation * 384,215 shares of Common Stock 10,319,488 18,250,213
Registered investment companies
Fidelity Inv Institutional Service Fidelity Advisor Equity Income Fund 5,325,512 7,676,408
Fidelity Inv Institutional Service Fidelity Magellan Fund 2,744,704 3,085,369
Franklin Templeton Inv Service Templeton Foreign Fund 2,104,540 2,042,524
----------- -----------
10,174,756 12,804,301
Participant Loans 1,098,085 1,098,085
Investments at contract value:
Guaranteed investment contracts
New York Life Insurance Company 5.75%, matures December 31, 2000 1,395,404 1,395,404
Hartford Life Insurance Company 7.51%, matures October 21, 1996 2,031,973 2,031,973
Continental Assurance Company 6.72%, matures December 31, 1996 2,655,848 2,655,848
Continental Assurance Company 6.60%, matures December 31, 1997 2,255,549 2,255,549
New York Life Insurance Company 5.60%, matures December 31, 1998 515,996 515,996
Metropolitan Life Insurance Company 8.02%, matures December 31, 1999 3,069,244 3,069,244
----------- -----------
11,924,014 11,924,014
----------- -----------
$33,883,516 $44,443,786
=========== ===========
</TABLE>
* Denotes party-in-interest.
- 13 -
<PAGE> 15
Schedule II
LOCTITE CORPORATION
EMPLOYEE THRIFT INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Purchase Selling Cost of
Identity of Party Description of Asset Price Price Asset
- ----------------- -------------------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
Category (i) - Individual transaction in excess of 5% of plan assets:
Hartford Insurance Company Guaranteed Investment Contract-5259C, $2,850,602 $2,850,602
8.50%, maturity 12-27-95
Category (iii) - Series of transactions in excess of 5% of plan assets:
Hartford Insurance Company Guaranteed Investment Contract-5259C $ 239,710 239,710
8.50%, maturity 12-27-95
Hartford Insurance Company Guaranteed Investment Contract-5259C 2,850,602 2,850,602
8.50%, maturity 12-27-95
Loctite Corporation * Common Stock 44,643 shares 1,986,768 1,986,768
Loctite Corporation * Common Stock 32,014 shares 1,522,122 822,839
Fleet Bank, N.A. * Short Term Investment Fund 4,675,138 4,675,138
Fleet Bank, N.A. * Short Term Investment Fund 4,571,728 4,571,728
</TABLE>
<TABLE>
<CAPTION>
Value of
Asset on
Transaction
Identity of Party Description of Asset Date Net Gain
- ----------------- -------------------- ----------- ----------
<S> <C> <C> <C>
Category (i) - Individual transaction in excess of 5% of plan assets:
Hartford Insurance Company Guaranteed Investment Contract-5259C, $2,850,602
8.50%, maturity 12-27-95
Category (iii) - Series of transactions in excess of 5% of plan assets:
Hartford Insurance Company Guaranteed Investment Contract-5259C 239,710
8.50%, maturity 12-27-95
Hartford Insurance Company Guaranteed Investment Contract-5259C 2,850,602
8.50%, maturity 12-27-95
Loctite Corporation * Common Stock 44,643 shares 1,986,768
Loctite Corporation * Common Stock 32,014 shares 1,522,122 $699,283
Fleet Bank, N.A. * Short Term Investment Fund 4,675,138
Fleet Bank, N.A. * Short Term Investment Fund 4,571,728
</TABLE>
There were no category (ii) or category (iv) reportable transactions.
* Denotes party-in-interest.
-14-
<PAGE> 16
INDEX TO EXHIBITS
Description Page No.
- ----------- --------
(23) Consent of Independent Accountants E-1
<PAGE> 1
EXHIBIT (23)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-32379) of Loctite Corporation of our report dated
June 12, 1996 appearing on page 2 of the Annual Report of the Loctite
Corporation Employee Thrift Investment Plan of this Form 11-K.
/s/ Price Waterhouse LLP
Hartford, Connecticut
June 25, 1996
E-1
