SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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 25, 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>
SCHEDULE 13D
CUSIP NO. 540137 10 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HC Investments, Inc. 51-0318575
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 11,208,224
BENEFICIALLY -----------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON -----------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
11,208,224
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,208,224
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ X ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
This Amendment No. 11 (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.
Henkel KGaA has determined to seek to change its position
as a minority stockholder in Loctite.
In connection with its consideration of options, Dieter
Winkhaus, Chief Executive Officer of Henkel KGaA, met with David
Freeman, Chief Executive Officer of Loctite, on Friday, October
25, 1996, and disclosed to him the possibility that Henkel KGaA
and HCI might wish to acquire the remainder of Loctite not
already owned by HCI at a per share price in the area of $56,
preferably through a friendly, negotiated transaction.
On October 26, 1996, Mr. Freeman called Mr. Winkhaus and
requested that Henkel KGaA include in the options presented for
consideration continuation of its position as a minority stockholder.
Mr. Winkhaus agreed to do so.
On October 27, 1996, a decision was made that Henkel KGaA
would propose such a friendly, negotiated transaction rather than
continue its current position as a minority stockholder. Mr.
Winkhaus advised Mr. Freeman of this decision in a telephone call
on October 27, 1996 and expressed the desire of Henkel KGaA and
HCI to engage in direct discussions with Loctite and its Board of
Directors and advisors and to work expeditiously with them toward
such a friendly, negotiated transaction.
Mr. Winkhaus advised Mr. Freeman that, if those
negotiations fail or do not proceed, Henkel KGaA and HCI might
decide to commence a tender offer for all outstanding shares of
Common Stock that would qualify as a "Permitted Offer" under
Loctite's shareholder rights plan and which, therefore, would not
trigger the rights. No firm decision by Henkel KGaA and HCI to
commence such an offer has been made, and no assurance can be
given that Henkel KGaA and HCI will decide to do so or, if such a
decision is made, at what price such tender offer will be made.
Henkel KGaA and HCI reiterated their view that the
investment in Loctite is a core investment and stated that HCI
has no intention of selling the shares of Common Stock it holds
at this time.
In connection with this filing Henkel KGaA is sending a
letter to each of the members of Loctite's Board of Directors, a
copy of which is filed as Exhibit 16 hereto and is incorporated
herein by reference.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) - (b) At the date hereof, HCI beneficially owns
11,208,224 shares of Common Stock, representing approximately
35.0% of the 32,020,388 shares of Common Stock outstanding on
June 30, 1996, as reported in Loctite's Form 10-Q for the
quarterly period ended June 30, 1996. Subject to the limitations
of the Agreement and the Rights Agreement, HCI has sole power to
vote and to dispose of the shares of Common Stock beneficially
owned by it.
Subject to the limitations of the Agreement and the Rights
Agreement, HCI has a right of first refusal with respect to
shares of Common Stock representing approximately 5.2% of the
outstanding Common Stock. Henkel disclaims beneficial ownership
with respect to all shares of Common Stock subject to the right
of first refusal.
(c) No transactions in shares of Common Stock were effected
during the past 60 days by HCI, or, to the best of its knowledge,
by Henkel KGaA, Henkel of America, Inc., Henkel Corporation or
any of the persons listed on Schedules I and II to the Schedule
13D.
Item 7. Material to be filed as Exhibits.
Exhibit 16. Letter, dated October 28, 1996, from Henkel
KGaA to the members of the Board of Directors of the Company.
<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 27, 1996
HC Investments, Inc.
By: /s/ Ernest G. Szoke
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Ernest G. Szoke, Secretary
<PAGE>
Exhibit Index
Exhibit Number Page Number
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Exhibit 1 Stock Purchase Agreement between *A
Henkel of America, Inc. and certain
stockholders of Loctite dated as of May
23, 1985
Exhibit 2 Investment Agreement between Henkel of *A
America, Inc. and Loctite dated May 23,
1985
Exhibit 3 Amendment to Stock Purchase Agreement *A
between Henkel Corporation and certain
stockholders of Loctite dated as of
October 11, 1985
Exhibit 4 Press Release issued by Henkel KGaA on *B
March 19, 1991
Exhibit 5 Press Release issued by Henkel KGaA on *C
May 6, 1991
Exhibit 6 Agreement among Frederick B. Krieble, *D
Theta and Henkel Corporation dated as of
January 31, 1992
Exhibit 7 Acknowledgment of Loctite dated *D
February 4, 1992
Exhibit 8 Agreement, dated as of April 14, 1994, *E
among Henkel KGaA, Henkel
Corporation, HCI and Loctite
Exhibit 9 Rights Agreement, dated as of April 14, *E
1994, between Loctite and The First
National Bank of Boston
Exhibit 10 Press Release issued by Henkel KGaA on *E
April 14, 1994
Exhibit 11 Purchases of Common Stock from March *E
6, 1992 through April 14, 1994
<PAGE>
Exhibit 12 Purchases of Common Stock from April *F
14, 1994 through October 14, 1994
Exhibit 13 Purchases of Common Stock during 60 *G
day period through July 28, 1995
Exhibit 14 Letter, dated August 28, 1995, from *H
Henkel KGaA to Loctite
Exhibit 15 Purchases of Common Stock from July *I
31, 1995 through August 28, 1995
Exhibit 16 Letter, dated October 28, 1996, from 8
Henkel KGaA to the members of the
Board of Directors of Loctite
*A Previously filed as an Exhibit to the Schedule 13D on
November 6, 1985.
*B Previously filed as an Exhibit to Amendment No. 3 to
the Schedule 13D on March 20, 1991.
*C Previously filed as an Exhibit to Amendment No. 4 to
the Schedule 13D on May 8, 1991.
*D Previously filed as an Exhibit to Amendment No. 5 to
the Schedule 13D on March 2, 1992.
*E Previously filed as an Exhibit to Amendment No. 7 to
the Schedule 13D on April 14, 1994.
*F Previously filed as an Exhibit to Amendment No. 8 to
the Schedule 13D on October 17, 1994.
*G Previously filed as an Exhibit to Amendment No. 9 to
the Schedule 13D on July 31, 1995.
*H Previously filed as an Exhibit to Amendment No. 10 to
the Schedule 13D on August 28, 1995.
*I Previously filed as an Exhibit to Amendment No. 10 to
the Schedule 13D on August 28, 1995.
<PAGE>
Exhibit 16
October 28, 1996
Board of Directors
Loctite Corporation
Hartford Square North
Ten Columbus Boulevard
Hartford, Connecticut 06106
Dear Member of the Board:
I am writing to be sure that you are fully apprised of Henkel's
current posture regarding its investment in Loctite. In that
connection, I am attaching a copy of a revised 13D filing Henkel
is making today. As you may know, I met with David Freeman on
Friday and had discussions with him over the weekend in which I
have advised him that Henkel proposes an acquisition of the
remaining shares of Loctite it does not currently own at a price
in the area of $56.
We wish to stress our desire to engage in direct discussions with
Loctite's Board of Directors, management and advisors to work
toward a friendly, negotiated transaction. As you will see,
these facts are explicitly noted in the attached 13D filing. We
wish to also point out that we have been extremely pleased with
the spirit of cooperation and mutual good faith that has existed
over the years between the Board of Directors and management of
Loctite and representatives of Henkel; we look forward to
continuing this relationship in the future, regardless of the
outcome of our proposal regarding our investment in Loctite or in
any subsequent developments.
As you may be aware, our 1994 revisions to the agreements between
Henkel and Loctite contemplated the possibility of a "Permitted
Offer" -- a tender offer for all the outstanding shares of
Loctite that remains open for at least sixty days. Such an offer
would not trigger the rights under Loctite's "poison pill." I
advised David that, if negotiations fail or do not proceed
promptly, Henkel might decide to commence such an offer.
While you will appreciate that our lawyers have told us we cannot
say anything that is not disclosed publicly, you should please
feel free to contact me at any time if you wish to discuss any of
the enclosed.
With best personal regards,
/s/ Dieter Winkhaus
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