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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1)
Loctite Corporation
(Name of the Issuer)
HC Investments, Inc.
Henkel KGaA
(Name of Persons Filing Statement)
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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 Persons Filing Statement)
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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
This statement is filed in connection with (check the
appropriate box):
a. / / The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the
Securities Act of 1933.
c. /x/ A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies. / /
HC Investments, Inc. and Henkel KGaA hereby amend and
supplement their Rule 13E-3 Transaction Statement on Schedule
13E-3 (the "Statement") originally filed on November 6, 1996,
with respect to the offer 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. 1. Capitalized terms not defined herein have
the meanings assigned thereto in the Statement.
The following cross reference sheet is being supplied
pursuant to General Instruction F to Schedule 13E-3 and shows the
location in the Schedule 14D-1 originally filed by HC
Investments, Inc. and Henkel KGaA with the Securities and
Exchange Commission on November 6, 1996 (as amended the "Schedule
14D-1") of the information required to be included in response to
the items of this Statement. The information set forth in the
Schedule 14D-1, including all exhibits thereto, is hereby
expressly incorporated herein by reference as set forth in the
Cross Reference Sheet and in the responses to each item of this
Schedule 13E-3, and such responses are qualified in their
entirety by the provisions of the Schedule 14D-1.
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Cross-Reference Sheet to
Schedule 14D-1
Item and Caption of Schedule 13 E-3 Item of Schedule 14D-1
16. Additional Information. 10(f)
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17. Material to be Filed as Exhibits. 11
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ITEM 16. ADDITIONAL INFORMATION.
Item 16 of the Statement is amended and supplemented by adding
thereto the following:
In response to a request from legal counsel to the
Special Committee, Purchaser and Parent have delivered to the
Special Committee copies of reports prepared for Parent by
Rothschild Inc., dated August, 1996, September, 1996 and October
4, 1996, copies of which are included as exhibits (g)(1),(g)(2)
and (g)(3) hereto, respectively (collectively, the "Rothschild
Reports"). The information contained in the Rothschild Reports is
incorporated herein by reference. The Rothschild Report dated
August, 1996 refers to an option presented by Rothschild Inc. to
Parent for its preliminary consideration that would have involved
the sale by Purchaser of its shares of stock of The Clorox
Company ("Clorox") in conjunction with an acquisition of Shares
of the Company. While this option was among several options
considered by Parent, it was definitively rejected by Parent.
Parent and Purchaser have no current intention to sell any shares
of Clorox stock and have so advised Clorox.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Statement is hereby amended to add the following
exhibits:
(g)(1) Report of Rothschild Inc. dated August, 1996
(previously filed as exhibit(g)(1) to the Schedule 14D-1
and incorporated herein by reference).
(g)(2) Report of Rothschild Inc. dated September, 1996.
(previously filed as exhibit (g)(2)
to the Schedule 14D-1 and incorporated herein by reference).
(g)(3) Report of Rothschild Inc. dated October 4, 1996
(previously filed as exhibit (g)(3) to the Schedule 14D-1 and
incorporated herein by reference).
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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 15, 1996
HC INVESTMENTS, INC.
by /s/ Karl Gruter
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Name: Karl Gruter
Title: Chairman of the Board of Directors
HENKEL KGaA
by /s/ Karl Gruter
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Name: Karl Gruter
Title: General Counsel
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EXHIBIT INDEX
EXHIBIT
NUMBER
EXHIBIT NAME
(g)(1) Report of Rothschild Inc. dated August, 1996 (previously filed
as exhibit (g)(1) to the Schedule 14D-1 and incorporated herein
by reference).
(g)(2) Report of Rothschild Inc. dated September, 1996. (previously
filed as exhibit (g)(2) to the Schedule 14D-1 and incorporated
herein by reference).
(g)(3) Report of Rothschild Inc. dated October 4, 1996 (previously filed
as exhibit (g)(3) to the Schedule 14D-1 and incorporated
herein by reference).
