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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. 5)
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.
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<PAGE>
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. 5. 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 13E-3 Item of Schedule 14D-1
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3. Past Contacts, Transactions or Negotiations. 3
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17. Material to be Filed as Exhibits. 11
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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 29, 1996, Parent issued a press release, a
copy of which is included as exhibit (g)(7) hereto and the
information contained therein is incorporated herein by
reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Statement is hereby amended to add the following
exhibit:
(g)(7) Press Release dated November 29, 1996 (previously filed
as exhibit (g)(7) 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 29, 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
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(g)(7) Press Release dated November 29, 1996
(previously filed as exhibit (g)(7) to the
Schedule 14D-1 and incorporated herein by
reference).
