<PAGE>
Page 1 of 17 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
LOCTITE CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
540137 10 6
(CUSIP Number)
Mr. Thomas K. Hodgman
One Gold Street, No. 24H
Hartford, CT 06103 (860) 527-4864
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 29, 1996
(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 [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of the five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities and
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section or the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Continued on the following pages
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Page 2 of 17 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. Krieble
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER 7. SOLE VOTING POWER
OF SHARES 383,351 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 53,244 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 383,351 shares
10. SHARED DISPOSITIVE POWER
53,244 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
436,595 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14. TYPE OF REPORTING PERSON*
IN, 00-TRUSTEE
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 17 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy B. Krieble
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER 7. SOLE VOTING POWER
OF SHARES 227,148 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 53,244 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 227,148 shares
4)
10. SHARED DISPOSITIVE POWER
53,244 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,392 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14. TYPE OF REPORTING PERSON*
IN, 00-TRUSTEE
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 17 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Collette C. Krieble
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER 7. SOLE VOTING POWER
OF SHARES 22,426 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 22,426 shares
10. SHARED DISPOSITIVE POWER
0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,426 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%
14. TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 5 of 17 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frederick B. Krieble
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER 7. SOLE VOTING POWER
OF SHARES 360,810 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 140,307 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 360,810 shares
10. SHARED DISPOSITIVE POWER
140,307 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
501,117 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14. TYPE OF REPORTING PERSON*
IN, 00-CUSTODIAN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 6 of 17 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Helen K. Fusscas
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER 7. SOLE VOTING POWER
OF SHARES 256,185 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 140,307 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 256,185 shares
10. SHARED DISPOSITIVE POWER
140,307 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
396,492 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14. TYPE OF REPORTING PERSON*
IN, 00-TRUSTEE
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 7 of 17 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin Wolman, as trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER 7. SOLE VOTING POWER
OF SHARES 224,388 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 224,388 shares
10. SHARED DISPOSITIVE POWER
0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,388 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14. TYPE OF REPORTING PERSON*
00-TRUSTEE
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 8 of 17 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Management I, Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7. SOLE VOTING POWER
OF SHARES 0 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0 shares
10. SHARED DISPOSITIVE POWER
0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON*
CO, HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 17 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Management II, Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7. SOLE VOTING POWER
OF SHARES 140,307 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 140,307 shares
10. SHARED DISPOSITIVE POWER
0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,307 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14. TYPE OF REPORTING PERSON*
CO, HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 10 of 17 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theta II Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NOT APPLICABLE
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Turks and Caicos Islands
NUMBER 7. SOLE VOTING POWER
OF SHARES 342,958 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0 shares
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 342,958 shares
10. SHARED DISPOSITIVE POWER
0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
342,958 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14. TYPE OF REPORTING PERSON*
CO, HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 17 Pages
AMENDMENT NO. 1 TO
STATEMENT ON SCHEDULE 13D
The Statement on Schedule 13D dated January 8, 1996, as filed with the
Securities and Exchange Commission by the undersigned relating to the Common
Stock, par value $0.01 per share, of Loctite Corporation (the "Original
Schedule 13D") is hereby amended and supplemented as set forth below. Terms
used herein not defined shall have the meaning ascribed thereto in the
Original Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended by deleting the
first paragraph and substituting therefor the following:
"The reporting persons have no present understanding to act in concert
with each other to sell any of the shares of Common Stock owned by the reporting
persons as a block, other than the sale of the 1,150,000 shares of Common Stock,
as described in Item 5(c) herein, and no longer constitute a "group" for
purposes of Section 13(d). Based on the reporting persons' individual
ongoing evaluation of the business, prospects and financial condition of
Loctite, the market for and price of the Common Stock, other opportunities
available to each of the reporting persons, offers for the reporting persons'
shares of Common Stock, general economic conditions and other future
developments, the reporting persons individually may decide to sell or seek
the sale of a portion of such reporting persons' present or future beneficial
holdings of Common Stock, or may decide to hold such reporting persons'
present or future beneficial holdings of Common Stock."
<PAGE>
Page 12 of 17 Pages
Item 5. Interest in Securities of the Issuer.
Items 5(a)(i),(b),(c), and (e) of the Original Schedule 13D are hereby
amended by deleting said paragraphs and substituting therefor the following:
"(a)(i) As of the date hereof, each of the reporting persons
respectively owns beneficially the number of shares of Common Stock and the
percentage of the shares of Common Stock outstanding (33,603,019 as of December
31, 1995), that are set forth opposite his or her name below.
<TABLE>
<CAPTION>
Shares of
Name Common Stock Percentage
<S> <C> <C>
Robert H. Krieble
Individually: 219,295 0.7%
As trustee or co-trustee
of various trusts: 217,300 0.6
Total Ownership 436,595 1.3
Nancy B. Krieble
Individually: 219,300 0.7
As trustee or co-trustee
of various trusts: 61,092 0.2
Total Ownership 280,392 0.8
Collette C. Krieble
Individually: 22,426 0.06
</TABLE>
<PAGE>
Page 13 of 17 Pages
Shares of
Name Common Stock Percentage
<TABLE>
<CAPTION>
<S> <C> <C>
Frederick B. Krieble
Individually: 0 0.0
As Managing Director,
of Theta II Limited: 342,958 1.0
As 50% owner and a director
of each of Management I, Limited
and Management II, Limited: 140,307 0.4
As custodian for children: 17,852 0.05
Total Ownership 501,117 1.5
Helen K. Fusscas
Individually: 100,000 0.3
As 50% owner and a director
of Management II, Limited: 140,307 0.4
As trustee of various trusts: 156,185 0.5
Total Ownership 396,492 1.2
Martin Wolman
As trustee of various trusts: 224,388 0.7
Management I, Limited 0 0.0
Management II, Limited 140,307 0.4
Theta II Limited 342,958 1.0"
</TABLE>
"(b) Each of the reporting persons has the following power to vote,
direct the voting of, dispose of, or direct the disposition of, shares of
Common Stock:
(i) Number of shares of Common Stock as to which the reporting
person has the sole power to vote, direct the voting of, dispose of, or direct
the disposition of:
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Page 14 of 17 Pages
Shares of
Name Common Stock
Robert H. Krieble 383,351
Nancy B. Krieble 227,148
Frederick B. Krieble 360,810
Collette C. Krieble 22,426
Helen K. Fusscas 256,185
Martin Wolman, as trustee 224,388
Management I, Limited 0
Management II, Limited 140,307
Theta II Limited 342,958
(ii) Number of shares of Common Stock as to which the reporting
person has shared power to vote, direct the voting of, dispose of, or direct
the disposition of:
Shares of
Name Common Stock
Robert H. Krieble 53,244
Nancy B. Krieble 53,244
Frederick B. Krieble 140,307
Collette C. Krieble 0
Helen K. Fusscas 140,307
Martin Wolman, as trustee 0
Management I, Limited 0
Management II, Limited 0
Theta II Limited 0"
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Page 15 of 17 Pages
"(c) Besides the following transactions, no transactions by the
reporting persons occurred during the past sixty days:
<TABLE>
<CAPTION>
Where and How
Character of Price Number Transaction
Date Transaction Per Share of Shares Was Effected
<S> <C> <C> <C> <C>
2/29/96 Disposition by $53.0345 275,000 Private Sale*
Theta II Limited
2/29/96 Disposition by $53.0345 39,936 Private Sale*
Management I, Limited
2/29/96 Disposition by $53.0345 75,917 Private Sale*
Management II, Limited
2/29/96 Disposition by $53.0345 346,610 Private Sale*
Helen K. Fusscas
2/29/96 Disposition by $53.0345 144,243 Private Sale*
Helen K. Fusscas**
2/29/96 Disposition by $53.0345 219,912 Private Sale*
Robert H. Krieble
2/29/96 Disposition by $53.0345 48,382 Private Sale*
Nancy B. Krieble
1/8/96 Disposition by $47 5/8 50,000 Open Market Sale*
Robert H. Krieble
1/8/96 Disposition by $47 5/8 50,000 Open Market Sale*
Nancy B. Krieble
1/8/96 Disposition by $47 5/8 75,000 Open Market Sale*
Theta II Limited
1/8/96 Disposition by $47 5/8 75,000 Open Market Sale*
Helen K. Fusscas**
12/28/95 Disposition by $48 37,500 Open Market Sale*
Robert H. Krieble***
12/28/95 Disposition by $48 12,500 Open Market Sale*
Nancy B. Krieble***
</TABLE>
- ------------------------
* Sold to Loctite pursuant to Loctite's stock buy-back
program.
** As trustee of three family trusts.
*** Dispositions by each of Robert H. Krieble and Nancy B.
Krieble on December 28, 1995 were made prior to the
reporting persons reaching the understanding described
herein in Item 4 and consequently, prior to reporting
persons being deemed a 'group' as defined in Rule 13d-5."
"(e) Upon the sale of the 1,150,000 shares of Common Stock by the
reporting persons on February 29, 1996, as described in Item 5(c) herein, when
the reporting persons terminated their understanding among themselves, as
described under Item 4 above, each reporting person ceased to be the beneficial
owner of more than five percent of the Common Stock."
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Page 16 of 17 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the reporting persons respectively, each of the reporting persons
certifies that the information set forth in this statement is true, complete
and correct.
Date: February 29, 1996
Robert H. Krieble, Individually, as Trustee and as Co-Trustee
Nancy B. Krieble, Individually, as Trustee and as Co-Trustee
Frederick B. Krieble, Individually and as Custodian
Collette C. Krieble
Helen K. Fusscas, Individually and as Trustee
Martin Wolman, as Trustee
Management I, Limited
Management II, Limited
Theta II Limited
/s/ Robert H. Krieble
By: ________________________________
Robert H. Krieble*
* As attorney-in-fact pursuant to a Power of Attorney dated January 18, 1996,
filed as Exhibit E to the Original Schedule 13D and hereby incorporated by
reference.
<PAGE>
Page 17 of 17 Pages
