<PAGE>
Page 1 of 34 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
LOCTITE CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
540137 10 6
(CUSIP Number)
Mr. Thomas K. Hodgman
One Gold Street, No. 24H
Hartford, CT 06103 (860) 527-4864
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 8, 1996
(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 [ X ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of the five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities and
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section or the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Continued on the following pages
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Page 2 of 34 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. Krieble
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[X]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER 7. SOLE VOTING POWER
OF SHARES 603,263 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 53,244 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 603,263 shares, except to the extent that Robert H. Krieble shares
dispositive power with respect to such shares with the other reporting
persons by reasons of the understanding described in Item 4. (See Item
4)
10. SHARED DISPOSITIVE POWER
53,244 shares, except to the extent that Robert H. Krieble shares
dispositive power with respect to the aggregate of the shares owned by
the reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
656,507 shares, except to the extent that Robert H. Krieble has
beneficial ownership of the aggregate of the shares owned by the
reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%, except to the extent that Robert H. Krieble has beneficial
ownership of the aggregate of the shares owned by the reporting
persons, which amounts to 8.4% of the shares outstanding, pursuant to
the understanding described in Item 4. (See Item 4)
14. TYPE OF REPORTING PERSON*
IN, 00-TRUSTEE
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 34 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy B. Krieble
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[X]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER 7. SOLE VOTING POWER
OF SHARES 275,530 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 53,244 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 275,530 shares, except to the extent that Nancy B. Krieble shares
dispositive power with respect to such shares with the other reporting
persons by reasons of the understanding described in Item 4. (See Item
4)
10. SHARED DISPOSITIVE POWER
53,244 shares, except to the extent that Nancy B. Krieble shares
dispositive power with respect to the aggregate of the shares owned by
the reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
328,774 shares, except to the extent that Nancy B. Krieble has
beneficial ownership of the aggregate of the shares owned by the
reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%, except to the extent that Nancy B. Krieble has beneficial
ownership of the aggregate of the shares owned by the reporting
persons, which amounts to 8.4% of the shares outstanding, pursuant to
the understanding described in Item 4. (See Item 4)
14. TYPE OF REPORTING PERSON*
IN, 00-TRUSTEE
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 34 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Collette C. Krieble
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[X]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER 7. SOLE VOTING POWER
OF SHARES 22,426 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 22,426 shares, except to the extent that Collette C. Krieble shares
dispositive power with respect to such shares with the other reporting
persons by reasons of the understanding described in Item 4. (See Item
4)
10. SHARED DISPOSITIVE POWER
0 shares, except to the extent that Collette C. Krieble shares
dispositive power with respect to the aggregate of the shares owned by
the reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,426 shares, except to the extent that Collette C. Krieble has
beneficial ownership of the aggregate of the shares owned by the
reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%, except to the extent that Collette C. Krieble has beneficial
ownership of the aggregate of the shares owned by the reporting
persons, which amounts to 8.4% of the shares outstanding, pursuant to
the understanding described in Item 4. (See Item 4)
14. TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 34 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frederick B. Krieble
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[X]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER 7. SOLE VOTING POWER
OF SHARES 635,810 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 256,160 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 635,810 shares, except to the extent that Frederick B. Krieble
shares dispositive power with respect to such shares with the other
reporting persons by reasons of the understanding described in Item 4.
(See Item 4)
10. SHARED DISPOSITIVE POWER
256,160 shares, except to the extent that Frederick B. Krieble shares
dispositive power with respect to the aggregate of the shares owned by
the reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
891,970 shares, except to the extent that Frederick B. Krieble has
beneficial ownership of the aggregate of the shares owned by the
reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%, except to the extent that Frederick B. Krieble has beneficial
ownership of the aggregate of the shares owned by the reporting
persons, which amounts to 8.4% of the shares outstanding, pursuant to
the understanding described in Item 4. (See Item 4)
14. TYPE OF REPORTING PERSON*
IN, 00-CUSTODIAN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 34 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Helen K. Fusscas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[X]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER 7. SOLE VOTING POWER
OF SHARES 747,038 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 216,224 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 747,038 shares, except to the extent that Helen K. Fusscas shares
dispositive power with respect to such shares with the other reporting
persons by reasons of the understanding described in Item 4. (See Item
4)
10. SHARED DISPOSITIVE POWER
216,224 shares, except to the extent that Helen K. Fusscas shares
dispositive power with respect to the aggregate of the shares owned by
the reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
963,262 shares, except to the extent that Helen K. Fusscas has
beneficial ownership of the aggregate of the shares owned by the
reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%, except to the extent that Helen K. Fusscas has beneficial
ownership of the aggregate of the shares owned by the reporting
persons, which amounts to 8.4% of the shares outstanding, pursuant to
the understanding described in Item 4. (See Item 4)
14. TYPE OF REPORTING PERSON*
IN, 00-TRUSTEE
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 34 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin Wolman, as trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[X]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER 7. SOLE VOTING POWER
OF SHARES 224,388 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 224,388 shares, except to the extent that Martin Wolman shares
dispositive power with respect to such shares with the other reporting
persons by reasons of the understanding described in Item 4. (See Item
4)
10. SHARED DISPOSITIVE POWER
0 shares, except to the extent that Martin Wolman shares dispositive
power with respect to the aggregate of the shares owned by the
reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,338 shares, except to the extent that Martin Wolman has beneficial
ownership of the aggregate of the shares owned by the reporting persons
(2,817,859 shares) pursuant to the understanding described in Item 4.
(See Item 4)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%, except to the extent that Martin Wolman has beneficial ownership
of the aggregate of the shares owned by the reporting persons, which
amounts to 8.4% of the shares outstanding, pursuant to the
understanding described in Item 4. (See Item 4)
14. TYPE OF REPORTING PERSON*
00-TRUSTEE
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 34 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Management I, Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[X]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
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
NUMBER 7. SOLE VOTING POWER
OF SHARES 39,936 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 39,936 shares, except to the extent that Management I, Limited
shares dispositive power with respect to such shares with the other
reporting persons by reasons of the understanding described in Item 4.
(See Item 4)
10. SHARED DISPOSITIVE POWER
0 shares, except to the extent that Management I, Limited shares
dispositive power with respect to the aggregate of the shares owned by
the reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,936 shares, except to the extent that Management I, Limited has
beneficial ownership of the aggregate of the shares owned by the
reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%, except to the extent that Management I, Limited has beneficial
ownership of the aggregate of the shares owned by the reporting
persons, which amounts to 8.4% of the shares outstanding, pursuant to
the understanding described in Item 4. (See Item 4)
14. TYPE OF REPORTING PERSON*
CO, HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 34 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Management II, Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[X]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
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
NUMBER 7. SOLE VOTING POWER
OF SHARES 216,224 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 216,224 shares, except to the extent that Management II, Limited
shares dispositive power with respect to such shares with the other
reporting persons by reasons of the understanding described in Item 4.
(See Item 4)
10. SHARED DISPOSITIVE POWER
0 shares, except to the extent that Management II, Limited shares
dispositive power with respect to the aggregate of the shares owned by
the reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,224 shares, except to the extent that Management II, Limited has
beneficial ownership of the aggregate of the shares owned by the
reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%, except to the extent that Management II, Limited has beneficial
ownership of the aggregate of the shares owned by the reporting
persons, which amounts to 8.4% of the shares outstanding, pursuant to
the understanding described in Item 4. (See Item 4)
14. TYPE OF REPORTING PERSON*
CO, HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 34 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theta II Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[X]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Turks and Caicos Islands
NUMBER 7. SOLE VOTING POWER
OF SHARES 617,958 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 617,958 shares, except to the extent that Theta II Limited shares
dispositive power with respect to such shares with the other reporting
persons by reasons of the understanding described in Item 4. (See Item
4)
10. SHARED DISPOSITIVE POWER
0 shares, except to the extent that Theta II Limited shares dispositive
power with respect to the aggregate of the shares owned by the
reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
617,958 shares, except to the extent that Theta II Limited has
beneficial ownership of the aggregate of the shares owned by the
reporting persons (2,817,859 shares) pursuant to the understanding
described in Item 4. (See Item 4)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%, except to the extent that Theta II Limited has beneficial
ownership of the aggregate of the shares owned by the reporting
persons, which amounts to 8.4% of the shares outstanding, pursuant to
the understanding described in Item 4. (See Item 4)
14. TYPE OF REPORTING PERSON*
CO, HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 34 Pages
STATEMENT ON SCHEDULE 13D
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
common stock, par value $0.01 per share (the "Common Stock") of Loctite,
Corporation ("Loctite"), a Delaware corporation, whose principal executive
offices are located at 10 Columbus Boulevard, Hartford, Connecticut 06106.
Item 2. Identity and Background.
The following is the information required by Item 2(a) through Item
2(c) of Schedule 13D with respect to the reporting persons (together, the
"reporting persons" and individually, each a "reporting person"):
(a) Name: Robert H. Krieble
(b) Residence or Business Address:
One Gold Street, No. 24H
Hartford, Connecticut 06103
(c) Present Principal Occupation:
Robert H. Krieble is a public policy consultant, a trustee of various
family trusts and has family business and investment interests.
(a) Name: Nancy B. Krieble
(b) Residence or Business Address:
5-1 Pilgrim Landing
Old Lyme, Connecticut 06371
(c) Present Principal Occupation:
Nancy B. Krieble, the wife of Robert H. Krieble, is a trustee of
several family trusts and has family business and investment interests.
(a) Name: Frederick B. Krieble
(b) Residence or Business Address:
Management II, Limited
P.O. Box 387
Central Square
Leeward Highway
Providenciales
Turks and Caicos Islands
British West Indies
(c) Present Principal Occupation:
Frederick B. Krieble, the son of Robert H. Krieble and Nancy B.
Krieble, is President of Management I Limited and Management II, Limited,
holding companies for family business and investment interests, and is a
director of Loctite. Frederick B. Krieble is also the Managing Director of
Theta II Limited, a holding company for his business and investment interests.
The addresses of Management I, Limited, Management II, Limited and Theta II
Limited are set forth below.
(a) Name: Collette C. Krieble
(b) Residence or Business Address:
<PAGE>
Page 12 of 34 Pages
P.O. Box 387
Central Square
Leeward Highway
Providenciales
Turks and Caicos Islands
British West Indies
(c) Present Principal Occupation:
Collette C. Krieble, the wife of Frederick B. Krieble, has family
business and investment interests.
(a) Name: Helen K. Fusscas
(b) Residence or Business Address:
5 Cheney Road
Marlborough, Connecticut 06447
(c) Present Principal Occupation:
Helen K. Fusscas, the daughter of Robert H. Krieble and Nancy B.
Krieble, is a scholar and educator, has family business and investment
interests and is trustee of various family trusts.
(a) Name: Martin Wolman, as trustee
(b) Residence or Business Address:
Day, Berry & Howard
CityPlace I
Hartford, Connecticut 06103-3499
(c) Present Principal Occupation:
Martin Wolman is an attorney who is a partner in the law firm of Day,
Berry & Howard, and practices in the area of trusts and estates.
(a) Name: Management I, Limited
(b) Residence or Business Address:
P.O. Box 387
Central Square
Leeward Highway
Providenciales
Turks and Caicos Islands
British West Indies
(c) Present Principal Occupation:
Management I, Limited is a Delaware corporation and is a holding
company for family business and investment interests. The information required
by Item 2(a) through Item 2(c) of Schedule 13D with respect to the executive
officers, directors and controlling persons of Management I, Limited is
incorporated by reference to the information set forth in Exhibit B attached
hereto and filed herewith.
(a) Name: Management II, Limited
(b) Residence or Business Address:
P.O. Box 387
Central Square
Leeward Highway
Providenciales
Turks and Caicos Islands
British West Indies
(c) Present Principal Occupation:
<PAGE>
Page 13 of 34 Pages
Management II, Limited is a Delaware corporation and is a holding
company for family business and investment interests. The information required
by Item 2(a) through Item 2(c) of Schedule 13D with respect to the executive
officers, directors and controlling persons of Management II, Limited is
incorporated by reference to the information set forth in Exhibit C attached
hereto and filed herewith.
(a) Name: Theta II Limited
(b) Residence or Business Address:
P.O. Box 171
Central Square
Leeward Highway
Providenciales
Turks and Caicos Islands
British West Indies
(c) Present Principal Occupation:
Theta II Limited is a corporation organized and existing under the laws
of the Turks and Caicos Islands and is a holding company for Frederick B.
Krieble's business and investment interests. The information required by Item
2(a) through Item 2(c) of Schedule 13D with respect to the executive officers,
directors and controlling persons of Theta II Limited is incorporated by
reference to the information set forth in Exhibit D attached hereto and filed
herewith.
The following is the information required by Item 2(d) through Item
2(f) of Schedule 13D with respect to each of the reporting persons:
(d) During the past five years, none of the reporting persons nor
any of the directors, executive officers or controlling persons of those
reporting persons that are entities have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the reporting persons or any
of the directors, executive officers or controlling persons of those reporting
persons that are entities has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result
of any such proceeding, has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Citizenship. Each of the reporting persons who is a natural
person is a citizen of the United States of America, except for Frederick B.
Krieble, who is a citizen of Canada. Management I, Limited and Management II,
Limited are Delaware corporations and Theta II Limited is a corporation
organized and existing under the laws of the Turks and Caicos Islands.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
The reporting persons reached an understanding among themselves to
sell, and did sell, 250,000 shares of Common Stock, as described herein in Item
5, for purposes of diversification of investments. Based on the reporting
persons' ongoing evaluation of the business, prospects and financial condition
of Loctite, the market for and price of the Common Stock, other opportunities
available to the reporting persons, offers for the reporting persons'
shares of Common Stock, general economic conditions and other future
developments, the reporting persons may decide to sell or seek the sale of a
portion of the reporting persons' present or future beneficial holdings of
Common Stock, or may decide to hold the reporting persons' present or future
beneficial holdings of Common Stock.
Consistent with the foregoing and without intending in any way to limit
their future options and courses of action, as of the date hereof, to the best
<PAGE>
Page 14 of 34 Pages
knowledge of the reporting persons, none of the reporting persons has any plans
or proposals that relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of
Loctite, or the disposition of securities of Loctite;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Loctite or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Loctite or
of any of its subsidiaries;
(d) Any change in the present board of directors or management of
Loctite, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of Loctite;
(f) Any other material change in Loctite's business or corporate
structure;
(g) Changes in Loctite's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Loctite by any person;
(h) Causing a class of securities of Loctite to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of Loctite becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Act"); or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)(i) As of the date hereof, each of the reporting persons
respectively owns beneficially the number of shares of Common Stock and the
percentage of the shares of Common Stock outstanding (33,603,019 as of December
31, 1995), that are set forth opposite his name below, except to the extent
that such reporting person has an understanding with the other reporting
persons to dispose of the shares of Common Stock each beneficially owns, as
described herein, and to that extent each reporting person has beneficial
ownership of the aggregate of the shares of Common Stock beneficially owned by
all of the reporting persons:
<TABLE>
<CAPTION>
Shares of
Name Common Stock Percentage
<S> <C> <C>
Robert H. Krieble
Individually: 439,207 1.3%
As trustee or co-trustee
of various trusts: 217,300 0.6
Total Ownership 656,507 2.0
Nancy B. Krieble
Individually: 267,682 0.8
As trustee or co-trustee
of various trusts: 61,092 0.2
Total Ownership: 328,774 1.0
Collette C. Krieble
Individually: 22,426 0.06
</TABLE>
<PAGE>
Page 15 of 34 Pages
Shares of
Name Common Stock Percentage
<TABLE>
<CAPTION>
<S> <C> <C>
Frederick B. Krieble
Individually: 0 0.0
As Managing Director,
of Theta II Limited: 617,958 1.8
As 50% owner and a director
of each of Management I, Limited
and Management II, Limited: 256,160 0.8
As custodian for children: 17,852 0.05
Total Ownership 891,970 2.7
Helen K. Fusscas
Individually: 446,610 1.3
As 50% owner and a director
of Management II, Limited: 216,224 0.6
As trustee of various trusts: 300,428 0.9
Total Ownership 963,262 2.9
Martin Wolman
As trustee of various trusts: 224,388 0.7
Management I, Limited 39,936 0.1
Management II, Limited 216,224 0.6
Theta II Limited 617,958 1.8
All of the reporting persons together,
Total Ownership 2,817,859 8.4%
</TABLE>
(ii) In accordance with Rule 13d-4 under the Act, each of the
reporting persons expressly declares that the filing of this statement shall
not be construed as an admission that such person is, for the purposes of
Section 13(d) or Section 13(g) of the Act, the beneficial owner of any of the
shares of Common Stock beneficially owned by any of the other reporting
persons, as described above, except where the reporting person is a co-trustee
with another reporting person, as described above.
(b) Each of the reporting persons has the following power to vote,
direct the voting of, dispose of, or direct the disposition of, shares of
Common Stock, except to the extent that the reporting person has an
understanding with the other reporting persons to dispose of the shares of
Common Stock each beneficially owns, as described herein, and to that extent
each reporting person shares the power to dispose of the aggregate of the
shares of Common Stock beneficially owned by all the reporting persons:
(i) Number of shares of Common Stock as to which the reporting
person has the sole power to vote, direct the voting of, dispose of, or direct
the disposition of:
<PAGE>
Page 16 of 34 Pages
Shares of
Name Common Stock
Robert H. Krieble 603,263
Nancy B. Krieble 275,530
Frederick B. Krieble 635,810
Collette C. Krieble 22,426
Helen K. Fusscas 747,038
Martin Wolman, as trustee 224,388
Management I, Limited 39,936
Management II, Limited 216,224
Theta II Limited 617,958
(ii) Number of shares of Common Stock as to which the reporting
person has shared power to vote, direct the voting of, dispose of, or direct
the disposition of:
Shares of
Name Common Stock
Robert H. Krieble 53,244
Nancy B. Krieble 53,244
Frederick B. Krieble 256,160
Collette C. Krieble 0
Helen K. Fusscas 216,224
Martin Wolman, as trustee 0
Management I, Limited 0
Management II, Limited 0
Theta II Limited 0
<PAGE>
Page 17 of 34 Pages
(c) Besides the following transactions, no transactions by the
reporting persons occurred during the past sixty days:
<TABLE>
<CAPTION>
Where and How
Character of Price Number Transaction
Date Transaction Per Share of Shares Was Effected
<S> <C> <C> <C> <C>
1/8/96 Disposition by $47 5/8 50,000 Open Market Sale*
Robert H. Krieble
1/8/96 Disposition by $47 5/8 50,000 Open Market Sale*
Nancy B. Krieble
1/8/96 Disposition by $47 5/8 75,000 Open Market Sale*
Theta II Limited
1/8/96 Disposition by $47 5/8 75,000 Open Market Sale*
Helen K. Fusscas**
12/28/95 Disposition by $48 37,500 Open Market Sale*
Robert H. Krieble***
12/28/95 Disposition by $48 12,500 Open Market Sale*
Nancy B. Krieble***
</TABLE>
- ------------------------
* Sold to Loctite pursuant to Loctite's stock buy-back
program.
** As trustee of three family trusts.
*** Dispositions by each of Robert H. Krieble and Nancy B.
Krieble on December 28, 1995 were made prior to the
reporting persons reaching the understanding described
herein in Item 4 and consequently, prior to reporting
persons being deemed a "group" as defined in Rule 13d-5.
(d) Each beneficiary of each of the trusts of which any of Robert H.
Krieble, Nancy B. Krieble, Helen K. Fusscas and Martin Wolman is a trustee or
co-trustee, as described above, has the right to receive, or in the discretion
of the trustee or the co-trustees of the trust may receive, income derived from
dividends from, or principal amounts from the sale of, the shares of Common
Stock owned by each trust of which he or she is the beneficiary. Each
co-trustee of each of the trusts that has co-trustees, as described above, has
shared power with the other co-trustee of the trust to direct the receipt of
dividends from, or the proceeds of the sale of, the shares of Common Stock
owned by the trust. None of such beneficiaries, trustees or co-trustees has
such an interest in such shares that relates to more than 5% of the class of
Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Apart from the understanding described in Item 4 hereof, none of the
reporting persons has agreed to act together with any of the aforementioned
persons, including any of the other reporting persons, or with any other person
or entity for the purpose of acquiring, holding, voting or disposing of shares
of Common Stock and each of the reporting persons disclaims membership in any
"group" with respect to the Common Stock, except to the extent the reporting
persons may be deemed a group with respect to the aforementioned understanding,
for purposes of Section 13(d)(3) of the Act or Rule 13d-5 adopted thereunder.
In May 1985, members of the Krieble family entered into an agreement
(the "Agreement," a copy of which is attached hereto and filed herewith as
<PAGE>
Page 18 of 34 Pages
Exhibit F) to sell, and sold, in a private sale, a part of their then holdings
in Loctite to Henkel of America, Inc. ("Henkel"), a United States subsidiary of
Henkel KGaA, a major manufacturer of chemicals, household products and
adhesives located in Dusseldorf, Federal Republic of Germany. Pursuant to the
terms and conditions of the Agreement, which are incorporated herein by
reference to Exhibit F, Henkel has a right of first refusal with respect to all
shares of Common Stock owned by the sellers under the Agreement at the time of
the Agreement. Henkel has the option for a period of 30 days after receipt of
notice from the reporting persons to purchase any or all shares proposed to be
disposed of by the reporting persons for a cash consideration per share equal
to the fair market value of the consideration reflected in the notice from the
reporting persons. If Henkel does not exercise its option within such time
period, the reporting persons have until the sixtieth day after Henkel's
receipt of the notice to dispose of the shares as to which Henkel does not
exercise its option, but only on the terms and to the transferee reflected in
such notice. Although Theta II Limited was not a party to the Agreement, Theta
II Limited and Henkel executed an agreement (the "Theta Agreement"), a
copy of which is attached hereto as Exhibit G, confirming that the shares of
Common Stock transferred to Theta II Limited from Frederick B. Krieble (the
"Theta Shares") remained subject to the Agreement. Loctite also executed an
Acknowledgement (the "Loctite Acknowledgement"), a copy of which is attached
hereto as Exhibit H, acknowledging that the Theta Shares remained subject to
the Agreement. As described in Amendment No. 7 to Henkel's Statement on
Schedule 13D dated April 14, 1995, Henkel assigned its rights of first
refusal under the Agreement, to the extent not exercised by Henkel, to Loctite.
Robert H. Krieble and Nancy B. Krieble have pledged a total of 438,595
shares of Common Stock to The Chase Manhattan Bank, N.A. to secure a promissory
note in the principal amount of $5,000,000, pursuant to a Security Agreement
dated June 7, 1993, as amended, and Helen K. Fusscas has pledged 283,070 shares
of Common Stock to Bessemer Trust Company to secure a secured term note in the
principal amount of $5,000,000 due July 31, 1996.
Other than the foregoing, none of the reporting persons knows of any
contracts, arrangements, understandings or relationships (legal or otherwise)
between the persons named in Item 2 hereof and any other person with respect to
any securities of the issuer including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
A. Agreement for Joint Filing Pages __
B. Directors, Executive Officers
and Controlling Persons of
Management I, Limited Page __
C. Directors, Executive Officers
and Controlling Persons of
Management II, Limited Page __
D. Directors, Executive Officers
and Controlling Persons of
Theta II Limited Page __
E. Power of Attorney Page __
F. Stock Purchase Agreement, Dated
May 23, 1985 Page __
G. Theta Agreement Page __
H. Loctite Acknowledgement Page __
<PAGE>
Page 19 of 34 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the reporting persons respectively, each of the reporting persons
certifies that the information set forth in this statement is true, complete
and correct.
Date: January 18, 1996
/s/ Robert H. Krieble
________________________________ Management I, Limited
Robert H. Krieble,
Individually, as Trustee and as Co- /s/ Frederick B. Krieble
Trustee By:_____________________________
Name: Frederick B. Krieble
Title: President
/s/ Nancy B. Krieble
________________________________ Management II, Limited
Nancy B. Krieble,
Individually, as Trustee and as Co-
Trustee /s/ Frederick B. Krieble
By:_____________________________
/s/ Frederick B. Krieble
________________________________ Name: Frederick B. Krieble
Frederick B. Krieble, Title: President
Individually and as Custodian
Theta II Limited
/s/ Collette C. Krieble
________________________________
Collette C. Krieble /s/ Frederick B. Krieble
By:_____________________________
/s/ Helen Fusscas Name: Frederick B. Krieble
________________________________ Title: Managing Director
Helen K. Fusscas,
Individually and as Trustee
/s/ Martin Wolman
________________________________
Martin Wolman, as Trustee
<PAGE>
Page 20 of 34 Pages
EXHIBIT A
AGREEMENT FOR JOINT FILING
The undersigned agree that this Statement on Schedule 13D and all
subsequent amendments thereto are filed on behalf of each of them.
Date: January 18, 1996
/s/ Robert H. Krieble
________________________________ Management I, Limited
Robert H. Krieble,
Individually, as Trustee and as Co- /s/ Frederick B. Krieble
Trustee By:_____________________________
Name: Frederick B. Krieble
Title: President
/s/ Nancy B. Krieble
________________________________ Management II, Limited
Nancy B. Krieble,
Individually, as Trustee and as Co-
Trustee /s/ Frederick B. Krieble
By:_____________________________
/s/ Frederick B. Krieble
________________________________ Name: Frederick B. Krieble
Frederick B. Krieble, Title: President
Individually and as Custodian
Theta II Limited
/s/ Collette C. Krieble
________________________________
Collette C. Krieble /s/ Frederick B. Krieble
By:_____________________________
/s/ Helen Fusscas Name: Frederick B. Krieble
________________________________ Title: Managing Director
Helen K. Fusscas,
Individually and as Trustee
/s/ Martin Wolman
________________________________
Martin Wolman, as Trustee
<PAGE>
Page 21 of 34 Pages
EXHIBIT B
IDENTITY AND BACKGROUND OF
MANAGEMENT I, LIMITED
<TABLE>
<CAPTION>
Aggregate #
Titles At of Shares of Percentage of
Residence or Principal Occupation Management I, Common Stock Common Stock
Name Business Address or Employment Limited Owned Owned
<S> <C> <C> <C> <C> <C>
|Frederick B. |Management II, |President of |Chairman of the | 891,970 | 2.7% |
|Krieble |Limited |Management I, Limited |Board | | |
| |P.O. Box 387 |and Management II, |of Directors, | | |
| |Central Square |Limited and Managing |President | | |
| |Leeward Highway |Director of Theta II | | | |
| |Providenciales |Limited | | | |
| |Turks and Caicos | | | | |
| | Islands | | | | |
| |British West Indies | | | | |
|Helen K. Fusscas |5 Cheney Road |Family business and |Secretary and | 963,262 | 2.9% |
| |Marlborough, CT 06447 |investment interests |Treasurer | | |
|Amanda C. Fusscas |5 Cheney Road |Entrepreneur |Director | 3,402 | 0.01% |
Marlborough, CT 06447
|Frederick J. 5 Cheney Road |Entrepreneur |Director | 3,402 | 0.01% |
|Fusscas |Marlborough, CT 06447 | | | |
|Christopher P. |5 Cheney Road Entrepreneur |Director | 3,402 | 0.01% |
|Fusscas |Marlborough, CT 06447 | | | |
</TABLE>
<PAGE>
Page 22 of 34 Pages
<TABLE>
<CAPTION>
EXHIBIT C
IDENTITY AND BACKGROUND OF
OF
MANAGEMENT II, LIMITED
| | | | | Aggregate # | |
| | | | Titles At | of Shares of |Percentage |
| | Residence or | Principal Occupation | Management II, | Common Stock | of Common |
| Name | Business Address | or Employment | Limited | Owned |Stock Owned |
<S> <C> <C> <C> <C> <C>
|Frederick B. |Management II, |President of |Chairman of the | 891,970 | 2.7% |
|Krieble |Limited |Management I, Limited |Board | | |
| |P.O. Box 387 |and Management II, |of Directors, | | |
| |Central Square |Limited and Managing |President | | |
| |Leeward Highway |Director of Theta II | | | |
| |Providenciales |Limited | | | |
| |Turks and Caicos | | | | |
| | Islands | | | | |
| |British West Indies | | | | |
|Helen K. Fusscas |5 Cheney Road |Family business and |Director, Secretary | 963,262 | 2.9% |
| |Marlborough, CT 06447 |investment interests |and | | |
| | | |Treasurer | | |
|Collette C. |P.O. Box 387 |Family business and |Director | 22,426 | 0.06% |
|Krieble |Central Square |investment interests | | | |
| |Leeward Highway | | | | |
| |Providenciales | | | | |
| |Turks and Caicos | | | | |
| | Islands | | | | |
| |British West Indies | | | | |
</TABLE>
<PAGE>
Page 23 of 34 Pages
EXHIBIT D
IDENTITY AND BACKGROUND OF
OF
THETA II LIMITED
<TABLE>
<CAPTION>
| | | | | Aggregate # | |
| | | | Titles At | of Shares of |Percentage |
| | Residence or |Principal Occupation | Theta II | Common Stock | of Common |
| Name | Business Address | or Employment | Limited | Owned | Stock |
| | | | | | Owned |
<S> <C> <C> <C> <C> <C>
|Frederick B. |Management II, |President of |Managing Director | 891,970 | 2.7% |
|Krieble |Limited |Management I, Limited | | | |
| |P.O. Box 171 |and Management II, | | | |
| |Central Square |Limited and Managing | | | |
| |Leeward Highway |Director of Theta II | | | |
| |Providenciales |Limited | | | |
| |Turks and Caicos | | | | |
| |Islands | | | | |
| |British West Indies | | | | |
</TABLE>
<PAGE>
Page 24 of 34 Pages
EXHIBIT E
POWER OF ATTORNEY
Each of the undersigned hereby authorizes each of Robert H. Krieble and
Nancy B. Krieble, acting individually, to sign and cause to be filed on behalf
of the undersigned any and all amendments to the Statement on Schedule 13D
heretofore filed by Robert H. Krieble, Nancy B. Krieble, Frederick B. Krieble,
Collette C. Krieble, Helen K. Fusscas, Martin Wolman, Management I, Limited,
Management II, Limited and Theta II Limited.
Date: January 18, 1996
/s/ Robert H. Krieble
________________________________ Management I, Limited
Robert H. Krieble,
Individually, as Trustee and as Co- /s/ Frederick B. Krieble
Trustee By:_____________________________
Name: Frederick B. Krieble
Title: President
/s/ Nancy B. Krieble
________________________________ Management II, Limited
Nancy B. Krieble,
Individually, as Trustee and as Co-
Trustee /s/ Frederick B. Krieble
By:_____________________________
/s/ Frederick B. Krieble
________________________________ Name: Frederick B. Krieble
Frederick B. Krieble, Title: President
Individually and as Custodian
Theta II Limited
/s/ Collette C. Krieble
________________________________
Collette C. Krieble /s/ Frederick B. Krieble
By:_____________________________
/s/ Helen Fusscas Name: Frederick B. Krieble
________________________________ Title: Managing Director
Helen K. Fusscas,
Individually and as Trustee
/s/ Martin Wolman
________________________________
Martin Wolman, as Trustee
<PAGE>
Page 25 of 34 Pages
EXHIBIT F
STOCK PURCHASE AGREEMENT
Henkel of America, Inc., a corporation organized under the laws of the
State of New York ("Buyer"), and each of the selling stockholders listed on
Schedule A hereto (each a "Seller"), in consideration of, and subject to, the
terms, conditions, representations, warranties and covenants herein contained,
hereby agree as of the 23rd day of May, 1985 as follows:
Section 1. Sale and Purchase. Each Seller agrees to sell to Buyer,
and Buyer agrees to purchase from each Seller, the number of shares of common
stock, no par value, of Loctite Corporation, a corporation organized under the
laws of the State of Connecticut (the "Company"), set forth opposite the name
of such Seller on Schedule A hereto (collectively the "Shares"). The purchase
price for the Shares shall be $35 per Share in cash.
Section 2. Closing. On a date three business days following
satisfaction of the conditions set forth in Sections 3(b) and 6(b) hereof, or
such later date as may be satisfactory to the parties, (a) Sellers shall cause
to be delivered to Buyer certificates representing the Shares, registered in
the name of Buyer or its nominee, together with (i) evidence satisfactory to
Buyer as to the payment of any necessary stock transfer taxes, and (ii) an
opinion of Day, Berry & Howard, counsel for the Company, to the effect that the
shares evidenced by such certificates have been validly issued and are fully
paid and non-assessable, and (b) Buyer shall cause to be deposited into an
account designed on three days' notice by the Sellers New York Clearing
House Funds in the amount of the purchase price set forth in Section 1 hereof.
Sections 3. Representations and Warranties of Buyer.
Buyer represents and warrants to and for the benefit of Sellers as follows:
(a) Buyer has all requisite corporate power to enter into this
Agreement and to consummate the transactions contemplated hereby
in accordance with the terms hereof.
(b) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby in
accordance with the terms hereof (i) results or will result in a
material breach of, or constitutes or will constitute a material
default under any agreement or other undertaking to which Buyer
is a party or by which Buyer may be bound, or (ii) results or
will result in a material violation of any order, writ,
injunction, decree or award of any court or governmental
authority to which Buyer may be subject, or (iii) results or
will result in a material violation of any Federal or state law,
statute, ordinance, rule or regulation applicable to Buyer.
Section 4. Representations and Warranties of Sellers.
Each of the Sellers represents and warrants to and for the benefit of Buyer as
follows:
(a) The authorized capital stock of the Company consists of
12,000,000 shares of common stock, no par value, of which
9,021,021 shares are issued and outstanding and no shares are
held in treasury.
(b) Such Seller owns the Shares indicated on Schedule A hereto, free
and clear of any liens, charges, claims or encumbrances, and has
all requisite authority to enter into this Agreement and to
consummate the transactions contemplated hereby in accordance
with the terms hereof. The Shares have been validly issued, and
are fully paid and non-assessable.
(c) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby in
<PAGE>
Page 26 of 34 Pages
accordance with the terms hereof (i) results or will result in a
material breach of, or constitutes or ill constitute material
default under, any agreement or other undertaking to which such
Seller is a party or by which such Seller may be bound, or (ii)
results or will result in a material violation of any order,
writ, injunction, decree or award of any court or governmental
authority to which such Seller may be subject, or (iii) results
or will result in a material violation of any Federal or state
law, statute, ordinance, rule o regulation applicable to such
Seller.
(d) To the best of such Seller's knowledge, each of the balance
sheets (including any related notes and schedules) included in
the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1984 and Quarterly Reports on Form 10-Q
for the fiscal quarters ended September 30, 1984, December 31,
1984 and March 31, 1985 (collectively, the "Company Reports")
fairly presents the consolidated financial position of the
Company as of its date, and other financial statements
(including any related notes and schedules) included in the
Company Reports fairly present the consolidated results of
operations or other information included therein of the Company
for the periods or as of the dates therein set forth, subject,
where appropriate, to normal year-end adjustments, in each case
in accordance with generally accepted accounting principles
consistently applied during the periods involved. To the best
of such Seller's knowledge, none of the Company Reports (i)
contained, as of its date, either any untrue statement of
material fact or any projection, statement of intention or
opinion that was without a reasonable basis or was not made in
good faith, or (ii) omitted, as of its date, any material
fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under
which they were made, not misleading. To the best of such
Seller's knowledge, since June 30, 1984, there has not been any
material adverse change in the financial condition, properties
or businesses of the Company and its subsidiaries taken as
whole.
Section 5. Conditions to Obligations of Buyer.
The obligation of Buyer to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment of the following conditions:
(a) The representations and warranties contained in Section 4 hereof
shall be true and correct on and as of the date of closing with
the same effect as though made on and as of the date of closing,
and each Seller shall have complied with all agreements and
conditions contained herein required to be complied with by such
Seller on or before the date of closing, and Buyer shall have
received a certificate, dated as of the date of the closing,
signed by Robert E. Krieble to such effect.
(b) There shall have been filed all reports and satisfied all
requests for additional information pursuant to the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, as amended (the "H-S-
R Act"), and the rules thereunder, and the applicable
waiting periods shall have expired.
Section 6. Conditions to Obligations of Each Seller.
The obligation of each Seller to consummate the transactions contemplate by
this Agreement shall be subject to the fulfillment of the following conditions:
(a) The representations and warranties contained in Section 3 hereof
shall be true and correct on and as of the date of closing with
the same effect as though made on and as of the date of closing,
and Buyer shall have complied with all agreements and conditions
contained herein required to be complied with by Buyer or before
<PAGE>
Page 27 of 34 Pages
the date of closing and Sellers shall have received a
certificate, dated the date of closing, signed by an authorized
officer of Buyer to such effect.
(b) There shall have been filed all reports and satisfied all
requests for additional information pursuant to the H-S-R Act,
and the rules thereunder, and the applicable waiting periods
shall have expired.
Section 7. Further Assurances; Right of First Refusal.
(a) Buyer and each Seller agree to cooperate fully with each other
in connection with any steps to be taken to consummate the
transactions contemplated hereby in accordance with the terms
hereof. Without limiting the generality of the foregoing, Buyer
and each Seller agree to use its best efforts to satisfy those
conditions set forth in Section 5 and 6 hereof that are to be
satisfied by it.
(b) Each Seller hereby grants to Buyer a right of first refusal with
respect to all shares of common stock, no par value, of the
Company (other than Shares) now owned by such Seller, on the
following terms and conditions:
(i) Any Seller proposing to sell or otherwise dispose of any such
shares prior to May 23, 1998 shall deliver written notice
("Seller's Notice") of the proposed disposition (including the
identity of the transferee, evidence reasonably satisfactory to
Henkel that the proposed transaction is being conducted on an
arms' length basis, all of the material terms thereof and the
Seller's address for purpose of Henkel's Notice, as hereinafter
defined) to Henkel, 600 Madison Avenue, New York, New York (with
copy to Alan Appelbaum, Esq., Cleary, Gottlieb, Steen &
Hamilton, 1 State Street Plaza, New York, New York).
(ii) For a period of 30 days after receipt of Seller's Notice, Henkel
shall have the option, exercisable by written notice ("Henkel's
Notice") delivered to such Seller, to purchase from such Seller
any or all of the shares proposed to be disposed of by
such Seller, for a cash consideration per share equal to the
fair market value of the consideration reflected in Seller's
Notice. Any such purchase shall be consummated within 30 days
of delivery of Henkel's Notice.
(iii) If Henkel fails to exercise such option (or shall exercise such
option as to less than all such shares), such Seller shall be
permitted until the sixtieth day following receipt by Henkel of
Seller's Notice, to dispose of any such shares as to which
Henkel did not exercise its option, but only on the terms and to
the transferee reflected in Seller's Notice. Any such shares
not so disposed of shall again be subjected to the provisions
of this Section.
(iv) Each Seller agrees to cause the certificates representing shares
subject to the right of first refusal stamped at the closing
with a legend satisfactory to Henkel reflecting the existence of
this right of first refusal.
(v) Transfers on death of a Seller and transfers among Sellers shall
not constitute disposition within the meaning of this Section
7(b) provided that each transferee deliver written
acknowledgment to Henkel that such transferee is
bound by the
terms and provisions of this Section 7(b) with respect to all
shares so transferred.
Section 8. Miscellaneous. This Agreement constitutes the entire
agreement between the parties with respect to the purchase by Buyer and the
sale by Sellers of the Shares, and supersedes all previous written, oral or
<PAGE>
Page 28 of 34 Pages
implied understandings between them with respect to such matters. This
Agreement may not be modified or amended except by an instrument in writing
signed by the party against whom enforcement of any such modification or
amendment is sought. All agreements, covenants, representations and warranties
contained herein, or in any certificate or other document delivered pursuant
hereto, shall survive the execution and delivery of this Agreement, the sale
and delivery to Buyer of the Shares and any investigation at any time
made by Buyer or on Buyer's behalf. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. This Agreement shall terminate in all respects if the closing has
not occurred on or before May 23, 1986, provided that each party shall retain
any rights arising out of a breach prior to such termination.
IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Agreement as of the date first above written.
HENKEL OF AMERICA, INC.
_____________________________________
By Helmut Sihler, Chairman
SELLERS LISTED ON SCHEDULE A HERETO
(other than Gladys V.K. Delmas)
_____________________________________
By William G. DeLan
Attorney-in-Fact
GLADYS V.K. DELMAS
_____________________________________
By Joseph C. Mitchell
Attorney-in-Fact
<PAGE>
SCHEDULE A
Individuals Number of Shares
Robert H. Krieble 431,843
Nancy B. Krieble 297,101
Laura C. Krieble 36,800
Gladys V.K. Delmas 428,105
Fredericki B. Krieble 53,992
Collette C. Krieble 4,624
J. Peter Fusscas 5,492
Helen K. Fusscas 32,937
Custodial
Frederick B. Krieble, Custodian
for Robert Kriebel Krieble 2,003
Frederick B. Krieble, Custodian
for Daniel Coty Krieble 827
James P. Fusscas, Custodian
for Christopher Peter Fusscas 4,148
James P. Fusscas, Custodian
for Frederick James Fusscas 3,894
James P. Fusscas, Custodian
for Amanda Cassel Fusscas 3,894
Trusts
Vernon K. Krieble Trust under
Agreement dated 7/14/56 334,584
Robert E. Krieble Trust under
Agreement dated 7/14/56 117,274
Vernon K. Krieble Trust under Will 130,236
Jean P. Delmas Trust under
Agreement dated 9/28/64 53,184
Laura C. Krieble Trust under
Agreement dated 1/14/71 for benefit
of Frederick B. Krieble 11,538
Laura C. Krieble Trust under
Agreement dated 1/14/71 for benefit
of Helen K. Fusscas 12,452
Robert H. Krieble Trust under
Agreement dated 1/9/74 for benefit
of Christopher Peter Fusscas 1,179
Robert H. Krieble Trust under
Agreement dated 1/9/74 for benefit of
Amanda Cassel Fusscas 1,179
Robert H. Krieble Trust under
Agreement dated 1/9/74 for benefit of
Frederick James Fusscas 1,179
Robert H. Krieble and Nancy B.
Krieble Trusts under Agreement
dated 5/14/79 for benefit of
Fusscas grandchildren 5,083
<PAGE>
Page 29 of 34 Pages
Laura C. Krieble Trust under
under Agreement dated 8/10/79
for benefit of great-grandchildren
(Christopher Peter Fusscas,
Amanda Cassel Fusscas and
Frederick James Fusscas) 3,257
Robert H. Krieble and Nancy B.
Krieble Trusts under Agreement
dated 8/8/84 for benefit of
Daniel Coty Krieble 3,739
Robert H. Krieble and Nancy B.
Krieble Trusts under Agreement
dated 8/8/84 for benefit of
Robert Kriebel Krieble 2,754
Robert H. Krieble and Nancy B.
Krieble Trusts under Agreement
dated 11/6/84 for benefit of
Frederick James Fusscas 354
Robert H. Krieble and Nancy B.
Krieble Trusts under Agreement
dated 11/6/84 for benefit of
Amanda Cassel Fusscas 354
Robert H. Krieble and Nancy B.
Krieble Trusts under Agreement
dated 11/6/84 for benefit of
Christopher Peter Fusscas 354
Corporations
Management I, Limited 36,016
Management II, Limited 115,444
Foundation
The Vernon K. Krieble Foundation
Incorporated 122,390
Total Shares 2,258,250
<PAGE>
Page 30 of 34 Pages
EXHIBIT G
AGREEMENT
Agreement made as of January 31, 1992 (this "Agreement") among
Frederick B. Krieble ("Transferor"), Theta II Limited, a company organized
under the laws of The Turks and Caicos Islands ("Transferee"), and Henkel
Corporation, a Delaware corporation ("Henkel").
WHEREAS, Transferor is the holder of certain shares of Common
Stock, $.01 par value ("Loctite Common Stock"), of Loctite Corporation,
a Delaware corporation ("Loctite"), and expects to become the holder of
certain additional shares of Loctite Common Stock in the near future;
and
WHEREAS, Transferor desires to transfer such shares of Loctite
Common Stock to Transferee; and
WHEREAS, Henkel has a right of first refusal with respect to the
proposed transfers by Transferor of such shares of Loctite Common Stock,
but, on the terms and conditions of this Agreement, is willing to permit
such transfers;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Transfer of Loctite Common Stock. On the terms and
subject to the conditions of this Agreement, upon the receipt by Henkel
of a duly executed acknowledgment of Loctite, in the form of Annex A
hereto, Transferor shall transfer to Transferee all of the 131,492 shares of
Loctite Common Stock currently owned of record by Transferor and, upon the
transfer of record ownership thereto to Transferor, all of the 560,466 shares
of Loctite Common Stock currently owned of record by certain trusts for the
benefit of Transferor.
Section 2. Representations and Warranties of Transferor and
Transferee.
Transferor and Transferee hereby represent and warrant to Henkel
as follows:
(a) Transferee is a corporation duly organized, validly existing
and in good standing under the laws of The Turks and Caicos Islands. A
complete and correct copy of the constituent documents of Transferee is
attached hereto as Annex B.
(b) Each of Transferor and Transferee has all requisite power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby in accordance with the terms hereof.
(c) The execution and delivery of this Agreement by Transferee
and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of Transferee and
no other corporate proceeding is necessary for the execution and delivery of
this Agreement by Transferee, the performance by Transferee of its obligations
hereunder and the consummation by Transferee of the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by
Transferor and Transferee and constitutes a legal, valid and binding agreement
of each of them, enforceable against each of them in accordance with its terms.
(d) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby in accordance with
the terms hereof (i) results or will result in a material breach of, or
constitutes or will constitute a material default under, any agreement
or other undertaking to which Transferor or Transferee is a party or by
which Transferor or Transferee may be bound, or (ii) results or will
result in a material violation of any order, writ, injunction, decree or
<PAGE>
Page 31 of 34 Pages
award of any court or governmental authority to which Transferor or Transferee
may be subject, or (iii) results or will result in a material violation of any
Federal or state law, statute, ordinance, rule or regulation applicable to
Transferor or Transferee.
(e) Transferor currently owns 131,492 shares of Loctite Common
Stock and expects to obtain record ownership of an additional 560,466
shares of Loctite Common Stock currently owned of record by certain trusts for
the benefit of Transferor, and, upon consummation of the transfers contemplated
hereby, Transferee will own, 691,958 shares of Loctite Common Stock, in each
case, free and clear of any liens, charges, claims or encumbrances, other than
as created by the provisions of this Agreement and the Stock Purchase Agreement
dated as of May 23, 1985 among Henkel, as assignee of Henkel of America, Inc.,
and each of the selling stockholders listed on Exhibit A thereto (the "Stock
Purchase Agreement"), a copy of which is attached hereto as Annex C.
Such shares of Loctite Common Stock were validly issued and are fully
paid and non-assessable.
(f) Transferor currently owns 1 share of capital stock, nominal
value $1.00 per share ("Theta Capital Stock"), of Transferee and, in connection
with the transfers contemplated hereby, will obtain ownership of an additional
99 shares of Theta Capital Stock, in each case, free and clear of any liens,
charges, claims or encumbrances, other than as created by the provisions of
this Agreement. Such shares of Theta Capital Stock constitute all of the
outstanding shares of capital stock of Transferee. Other than pursuant to this
Agreement, there are not authorized or outstanding any subscriptions, options,
conversion rights, warrants or other agreements, securities or commitments of
any nature whatsoever (whether oral or written and whether firm or conditional)
obligating Transferor or Transferee to issue, deliver or sell, or cause
to be issued, delivered or sold, the shares of Theta Capital Stock held
by Transferor or any other shares of the capital stock, or any securities
convertible into or exchangeable for shares of capital stock, of Transferee or
obligating Transferor or Transferee to grant, extend or enter into any such
agreement or commitment.
(g) Except for obligations or liabilities incurred in connection
with its organization or the consummation of the transactions contemplated
hereby, Transferee has not incurred any obligations or liabilities and has not
engaged in any business or activity of any type or kind whatsoever or entered
into any agreements or arrangements with any person or entity.
Section 3. Representations and Warranties of Henkel.
Henkel hereby represents and warrants to Transferor and Transferee
as follows:
(a) Henkel is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) Henkel has all requisite power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby in
accordance with the terms hereof.
(c) This Agreement has been duly and validly executed and delivered by
Henkel and constitutes a legal, valid and binding agreement of Henkel,
enforceable against it in accordance with its terms.
Section 4. Covenants and Agreements of Transferor and Transferee.
(a) Transferor hereby grants to Henkel a right of first refusal,
on the same terms and conditions as the right of first refusal granted
pursuant to the provisions of Section 7(b) of the Stock Purchase Agreement,
with respect to all shares of Theta Capital Stock at any time owned of record
or beneficially by the Transferor as long as Transferee owns any shares of
Loctite Common Stock, and hereby agrees to be bound by the right of first
refusal provisions of Section 7(b) of the Stock Purchase Agreement with respect
to all shares of Theta Capital Stock at any time owned of record or
beneficially by him as long as Transferee owns any shares of Loctite Common
Stock (as fully and with the same legal effect as if Section 7(b) of the Stock
Purchase Agreement had referred specifically to such shares of Theta Capital
Stock) and with respect to all shares of Loctite Common Stock owned of record
<PAGE>
Page 32 of 34 Pages
or beneficially by Transferee or, in the event of a transfer permitted by
the proviso to Section 4(d) hereof, by Transferor.
(b) Transferee hereby grants to Henkel a right of first refusal,
on the same terms and conditions as the right of first refusal granted
pursuant to the provisions of Section 7(b) of the Stock Purchase Agreement,
with respect to all shares of Loctite Common Stock acquired by Transferee by
transfer as contemplated hereby from Transferor, and all shares of Loctite
Common Stock issued in respect of any such shares, and hereby agrees to be
bound by the right of first refusal provisions of Section 7(b) of the Stock
Purchase Agreement with respect to all shares of Loctite Common Stock acquired
by Transferee by transfer as contemplated hereby from Transferor, and all
shares of Loctite Common Stock issued in respect of any such shares.
(c) In furtherance of the foregoing right of first refusal and
without limitation, Transferor shall not sell, transfer, pledge or otherwise
dispose of or encumber, directly or indirectly, any shares of Theta Capital
Stock, or reach an agreement or understanding to do any of the foregoing,
without the prior written consent of Henkel. Transferee will not suffer or
permit any transfer of shares of Theta Capital Stock to be effected in
violation of this Agreement and will cause its Directors to decline, in
accordance with Article 8 of the Articles of Association of Transferee in
effect as of the date hereof, to register in the Register of Transferee any
transfer of shares of Theta Capital Stock attempted to be effected in violation
of this Agreement. Sales, transfers or other dispositions attempted to be
effected in violation of the provisions of this Agreement shall be null and
void and the shares of Theta Capital Stock subject to such attempted sale,
transfer or other disposition shall remain subject to this Agreement.
(d) Transferee shall not, and Transferor shall not cause or
permit Transferee to, sell, transfer, pledge or otherwise dispose of or
encumber, directly or indirectly, any shares of Loctite Common Stock, or
reach an agreement or understanding to do any of the foregoing, without
the prior written consent of Henkel, except in accordance with Section
7(b) of the Stock Purchase Agreement; provided, however, that Transferee
may transfer shares of Loctite Common Stock back to Transferor without
the prior written consent of Henkel, in which event, however, such shares of
Loctite Common Stock shall be held by Transferor subject to the right of first
refusal provisions of Section 7(b) of the Stock Purchase Agreement and shall
not thereafter be transferred by Transferor, including, without limitation, to
Transferee, without the prior written consent of Henkel, except in accordance
with Section 7(b) of the Stock Purchase Agreement. Sales, transfers or other
dispositions attempted to be effected in violation of the provisions of this
Agreement shall be null and void and the shares of Loctite Common Stock
subject to such attempted sale, transfer or other disposition shall remain
subject to this Agreement.
(e) Transferee shall not, and Transferor shall not cause, suffer
or permit Transferee to, (i) engage in any business or activity other
than the ownership of shares of Loctite Common Stock or (ii) own any
assets other than shares of Loctite Common Stock.
(f) Transferor shall not cause or permit Transferee to amend its
constituent documents in effect on the date hereof, without the prior
written consent of Henkel, which consent, in the case of an amendment
required by law, shall not be unreasonably withheld.
(g) Transferor acknowledges and agrees that each of the certificates
representing shares of Theta Capital Stock, and Transferor and Transferee
acknowledge and agree that each of the certificates representing shares of
Loctite Common Stock subject to the right of first refusal described herein,
shall be stamped with a legend satisfactory to Henkel reflecting the provisions
of this Agreement and the Stock Purchase Agreement.
(h) Transferor and Transferee recognize and acknowledge that
Henkel would not have consented to the transfer of Loctite Common Stock
contemplated hereby and granted the waiver provided herein without the
representations, covenants and agreements of Transferor and Transferee
contained in this Agreement and that a breach of any of such representations,
covenants and agreements will cause Henkel to sustain injury for which it would
not have an adequate remedy at law for money damages. Therefore, Transferor
<PAGE>
Page 33 of 34 Pages
and Transferee agree that in the event of any such breach, Henkel shall be
entitled to the remedy of specific performance of such covenants and agreements
and preliminary and permanent injunctive and other equitable relief in addition
to any other remedy to which it may be entitled, at law or in equity.
Section 5. Agreement of Henkel. Effective upon the receipt by
Henkel of a duly executed acknowledgment of Loctite, in the form of Annex A
hereto, Henkel waives the provisions of Section 7(b) of the Stock Purchase
Agreement to the extent, but only to the extent, necessary to permit the
transfer contemplated hereby.
Section 6. Miscellaneous.
(a) This Agreement shall terminate on May 23, 1998, unless
sooner terminated by mutual agreement of all the parties hereto.
(b) This Agreement and the Stock Purchase Agreement set forth the
entire agreement among the parties with respect to the subject matter
hereof and supersede all other previous written, oral or implied understandings
among them with respect to such matters.
(c) This Agreement may not be modified or amended except by an
instrument in writing signed by the party against whom enforcement of
any such modification or amendment is sought.
(d) All agreements, covenants, representations and warranties
contained herein shall survive the execution and delivery of this Agreement and
the transfer of shares of Loctite Common Stock contemplated hereby.
(e) This Agreement shall be construed in accordance with and
governed by the laws of the State of New York.
(f) This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned parties hereto have duly
executed this Agreement as of the date first above written.
/s/ Frederick B. Krieble
____________________________
Frederick B. Krieble
THETA II LIMITED
/s/ Frederick B. Krieble
_____________________________
By Frederick B. Krieble,
Managing Director
HENKEL CORPORATION
/s/ Ernest G. Szoke
_____________________________
By Ernest G. Szoke, Secretary
[ANNEX A, ANNEX B AND ANNEX C INTENTIONALLY OMITTED]
<PAGE>
Page 34 of 34 Pages
EXHIBIT H
ACKNOWLEDGMENT
Loctite Corporation, a Delaware corporation, hereby acknowledges
that, for purposes of the agreement made as of May 23, 1985 between Loctite
Corporation and Henkel of America, Inc. (the "Standstill Agreement"), (1) any
shares of common stock of Loctite Corporation transferred by Frederick B.
Krieble to Theta II Limited, a personal holding company established by Mr.
Krieble to own his holdings of common stock of Loctite Corporation, including
without limitation any shares of common stock of Loctite Corporation issued in
respect of such shares, and any shares of capital stock of Theta II Limited
held by Frederick B. Krieble, as long as Theta II Limited owns any shares of
common stock of Loctite Corporation, are subject to Section 7(b) of the stock
purchase agreement dated as of May 23, 1985 (the "Stock Purchase Agreement")
referred to in the Standstill Agreement, (2) each of Frederick B. Krieble and
Theta II Limited is deemed a "Seller" for purposes of Section 7(b) of the Stock
Purchase Agreement, and (3) the acquisition at some later date by Henkel KGaA
or any of its affiliates of any shares referred to in (1) above will be deemed
to be a purchase "pursuant to Section 7(b) of the Stock Purchase Agreement"
within the meaning of Section 1(b) of the Standstill Agreement.
LOCTITE CORPORATION
February 4, 1972 /s/ Kenneth W. Butterworth
___________________________ By___________________________
Date Kenneth W. Butterworth
Chairman & CEO
