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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 2)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 15)
Loctite Corporation
(Name Of Subject Company)
HC Investments, Inc.
Henkel KGaA
(Bidders)
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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 Bidder)
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COPY TO:
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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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 $57.75 per share, net to the seller in cash, without interest
thereon, as set forth in this Amendment No. 2. 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 November 19, 1996, Dieter Winkhaus, President and Chief
Executive Officer of Parent, sent the members of the Special
Committee a letter responding to certain statements made by the
Special Committee and Loctite. A copy of the November 19 letter
is included as exhibit (g)(4) 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)(4) Letter, dated November 19, 1996, from Dieter Winkhaus,
President and Chief Executive Officer of Parent, to the
members of the Special Committee.
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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 19, 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)(4) Letter, dated November 19, 1996, from Dieter
Winkhaus, President and Chief Executive Officer of
Parent, to the members of the Special Committee.
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exhibit (g)(4)
[Letterhead of Henkel KGaA]
November 19, 1996
BY FACSIMILE
The Special Committee
of the Board of Directors
Loctite Corporation
10 Columbus Boulevard
Hartford, CT 06106
Members of the Special Committee:
We have learned from your press release and filing on
Schedule 14D-9 about your present thinking and decisions. We view
your decision to seek to sell the Company as an important step
furthering the interests of Loctite's stockholders. Of course, we
are disappointed that you have determined not to recommend
acceptance of our offer. Your announcement indicated that you
have instructed your advisors to contact potential buyers. We
expect that you and your advisors will include Henkel among those
contacted. We remain highly interested in entering into a
negotiated transaction with Loctite and are prepared to meet
promptly with you and your advisors with a view toward
accomplishing that goal and to discuss our offer.
In exploring the interests of other parties, we expect
that we will be furnished, in a timely fashion, the same
information made available by Loctite to any other interested
parties, and that we will be provided with a reasonable
opportunity to respond to any competing offer. In particular, we
believe it would be inappropriate, should you be inclined to
accept an acquisition proposal from a third party, for Loctite to
agree to any break-up fees, stock or asset options or similar
"lock-up" arrangements that might be designed to preclude a
response from Henkel.
Very truly yours,
[Winkhaus Signature]
Dieter Winkhaus
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