SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
Loctite Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
540137 10 6
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(CUSIP Number)
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30, 1996
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this Schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ].
<PAGE>
This Amendment No. 12 (this "Amendment") amends and
supplements the Schedule 13D filed on June 3, 1985, as previously
amended (the "Schedule 13D"), of Henkel Corporation, with respect
to the Common Stock, $.01 par value ("Common Stock"), of Loctite
Corporation ("Loctite" or the "Company"). All capitalized terms
used in this Amendment and not otherwise defined herein have the
meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
On October 30, 1996 Henkel KGaA issued a press release, a
copy of which is filed as Exhibit 17 hereto and is incorporated
herein by this reference.
Item 7. Material to be filed as Exhibits.
Exhibit 17. Press Release issued by Henkel KGaA on October
30, 1996.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: October 30, 1996
HC Investments, Inc.
By: /s/ Ernest G. Szoke
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Ernest G. Szoke, Secretary
<PAGE>
Exhibit Index
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Exhibit Number Page Number
- -------------- -----------
Exhibit 1 Stock Purchase Agreement between *
Henkel of America, Inc. and certain
stockholders of Loctite dated as of May
23, 1985
Exhibit 2 Investment Agreement between Henkel of *
America, Inc. and Loctite dated May 23,
1985
Exhibit 3 Amendment to Stock Purchase Agreement *
between Henkel Corporation and certain
stockholders of Loctite dated as of
October 11, 1985
Exhibit 4 Press Release issued by Henkel KGaA on *
March 19, 1991
Exhibit 5 Press Release issued by Henkel KGaA on *
May 6, 1991
Exhibit 6 Agreement among Frederick B. Krieble, *
Theta and Henkel Corporation dated as of
January 31, 1992
Exhibit 7 Acknowledgment of Loctite dated *
February 4, 1992
Exhibit 8 Agreement, dated as of April 14, 1994, *
among Henkel KGaA, Henkel
Corporation, HCI and Loctite
Exhibit 9 Rights Agreement, dated as of April 14, *
1994, between Loctite and The First
National Bank of Boston
Exhibit 10 Press Release issued by Henkel KGaA on *
April 14, 1994
Exhibit 11 Purchases of Common Stock from March *
6, 1992 through April 14, 1994
<PAGE>
Exhibit 12 Purchases of Common Stock from April *
14, 1994 through October 14, 1994
Exhibit 13 Purchases of Common Stock during 60 *
day period through July 28, 1995
Exhibit 14 Letter, dated August 28, 1995, from *
Henkel KGaA to Loctite
Exhibit 15 Purchases of Common Stock from July *
31, 1995 through August 28, 1995
Exhibit 16 Letter, dated October 28, 1996, from *
Henkel KGaA to the members of the
Board of Directors of Loctite
Exhibit 17 Press Release issued by Henkel KGaA on 6
October 30, 1996.
* Previously filed.
<PAGE>
Exhibit 17
FOR IMMEDIATE RELEASE - Dusseldorf, October 30, 1996 - In
response to several questions that have been received by Henkel
KGaA following its announcement Monday, Henkel reiterated that it
has proposed to enter into negotiations with Loctite Corporation
looking to acquire the remainder of Loctite that it does not
currently own and announced that it expects to commence
discussions with the company shortly. While Henkel has not
decided whether to commence a tender offer for Loctite shares at
this time and would prefer not to do so while it is holding
discussions with the company, Henkel is entitled, under its 1994
agreement with Loctite and Loctite's rights plan, to acquire more
than 35% of the stock of Loctite if the acquisition is pursuant
to a tender offer that qualifies as a "Permitted Offer" under
Loctite's rights plan -- which would be the case if the tender
offer were for all outstanding shares, remains open for at least
sixty days and results in the bidder becoming the owner of a
majority of the outstanding shares. If these conditions are met,
the "Permitted Offer" would not require Loctite Board approval.
Upon the successful completion of such a "Permitted Offer",
Henkel is confident it would be able to cause a second step
merger to be consummated at the same price as that paid in the
tender offer.
