As filed with the Securities and Exchange Commission on
December 5, 1996
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF
1934)
(Amendment No. 7)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 20)
Loctite Corporation
(Name Of Subject Company)
HC Investments, Inc.
Henkel KGaA
(Bidders)
---------------------
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)
-------------------------------
Dr. Karl Gruter
Henkel KGaA
Henkelstrasse 67
D-40191 Dusseldorf
Germany
49-211-797-2137
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of
Bidder)
----------------------------
With a copy to:
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
===========================================
<PAGE>
HC Investments, Inc. and Henkel KGaA hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (the
"Statement") originally filed on November 6, 1996, with respect
to the offer by HC Investments, Inc. to purchase all outstanding
shares of Common Stock, par value $0.01 per share, of Loctite
Corporation, a Delaware corporation, including the associated
common stock purchase rights issued pursuant to the Rights
Agreement, dated as of April 14, 1994, between the Company and
The First National Bank of Boston, as Rights Agent, and all
benefits that may inure to holders thereof, for a purchase price
of $61.00 per share, net to the seller in cash, without interest
thereon, as set forth in this Amendment No. 7. This amendment
also amends and supplements the Schedule 13D of Purchaser with
respect to the Shares. Capitalized terms not defined herein have
the meanings assigned thereto in the Statement.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
Item 3(b) of the Statement is hereby amended and supplemented by
adding thereto the following:
On December 5, 1996, Parent issued a press release, a copy
of which is included as exhibit (g)(10) hereto and the
information contained therein is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is hereby amended to add the following
exhibit:
(g)(10) Press Release dated December 5, 1996.
<PAGE>
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: December 5, 1996
HC INVESTMENTS, INC.
by /s/ Ernest G. Szoke
------------------------------
Name: Ernest G. Szoke
Title: Secretary
HENKEL KGaA
by /s/ Lothar Steinebach Petra Hammerlein
------------------------------------------
Name: Lothar Steinebach Petra Hammerlein
Title: Vice President Senior Counsel
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
- ------- ------------
(g)(10) Press Release dated December 5, 1996.
exhibit (g)(10)
Contacts: Thomas Davies
Todd Fogarty
Kekst & Company
212-593-2655
FOR IMMEDIATE RELEASE
---------------------
HENKEL AND LOCTITE TO MERGE
AGREEMENT CALLS FOR $61.00 PER SHARE CASH
DUSSELDORF, GERMANY, December 5, 1996 -- HENKEL KGaA and
Loctite Corporation announced today that they had signed a
definitive merger agreement in which Henkel agreed to increase
its offer price to $61.00 per share and under which Loctite will
merge with a newly formed subsidiary of Henkel. In addition,
Henkel has dropped all conditions to its offer related to
potential divestitures of businesses under any antitrust laws and
has agreed to a revised set of conditions to its offer that
eliminate certain other conditions contained in Henkel's initial
offer. With Loctite's consent, Henkel will shorten the period its
tender offer is to remain open to provide for the expiration of
the offer on December 20, 1996. Henkel intends to disseminate a
Supplement to its Offer to Purchase, dated November 6, 1996, as
soon as possible. Henkel also agreed that the second-step merger
to acquire any Shares not tendered will be effective as soon as
practicable in 1997.
At a meeting held earlier today, the Loctite Board of
Directors unanimously (with the Henkel-Nominated Directors
abstaining) approved the agreement. The Loctite Board determined
that the offer is in the shareholders' best interests and will
<PAGE>
recommend that shareholders tender their shares.
Dieter Winkhaus, President and Chief Executive Officer of
Henkel, said "Henkel is delighted to have reached an agreement
with Loctite. We have always placed great emphasis on the
cooperative nature of our relationship with Loctite and we
believe that this combination will result in a company that will
have the competitive, financial and managerial strengths to reach
our goal of being a leader in each of our key market segments. We
see a continuing role of importance for the management and
employees of Loctite in the ongoing, combined business. Moreover,
we expect the Hartford office to remain an important center for
the operation of our combined adhesives business going forward."
Robert W. Fiondella, Chairman of the Special Committee of
Loctite's Board of Directors, said "Henkel's increased offer
represents excellent value for our shareholders. The proposal
comes at the end of a process designed to produce the best
transaction."
Dr. Winkhaus added "Henkel is also satisfied with the
process and is pleased that it has come to an end. Henkel does
not anticipate that any other bidder will attempt to interfere
with the agreed-upon transaction."
The agreement calls for Henkel to receive a termination fee
of $40 million in the event the merger agreement is terminated
under certain circumstances.
HC Investments, Inc. is hereby amending its tender offer to
increase the price to $61.00 per share from the previous offer of
<PAGE>
$57.75 and to shorten the period the tender offer is to remain
open to provide for the expiration of the offer at midnight, New
York City time, on Friday, December 20, 1996.
* * *
