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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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LOCTITE CORPORATION
(NAME OF SUBJECT COMPANY)
LOCTITE CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
0005401371
(CUSIP NUMBER OF CLASS SECURITIES)
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Robert W. Fiondella
Chairman of the Special Committee
of the Board of Directors of
Loctite Corporation
10 Columbus Boulevard
Hartford, Connecticut 06106
(860) 520-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPIES TO:
Stuart Z. Katz, Esq. Eugene F. Miller, Esq.
Fried, Frank, Harris, Shriver & Vice President, Secretary and General
Jacobson Counsel
One New York Plaza Loctite Corporation
New York, New York 10004 10 Columbus Boulevard
(212) 859-8000 Hartford, Connecticut 06106
(860) 520-5000
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This Amendment No. 5 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, as previously amended
(the "Schedule 14D-9") of Loctite Corporation, a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission on November 18,
1996 with respect to the tender offer made by HC Investments, Inc., a Delaware
corporation ("HCI") and an indirect wholly-owned subsidiary of Henkel KGaA, a
Kommanditgesellschaft auf Aktien (a partnership limited by shares) organized
under the laws of the Federal Republic of Germany, to purchase all outstanding
Shares.
Capitalized terms used herein and not defined herein shall have the
meanings ascribed to such terms in the Schedule 14D-9, as previously amended.
ITEM 2. TENDER OFFER OF HENKEL.
ITEM 3. IDENTITY AND BACKGROUND.
Items 2 and 3(b) are amended and supplemented as follows:
On December 23, 1996, the Henkel Group issued a press release
announcing the extension of the Offer until 5:00 p.m., New York City time, on
Friday, January 3, 1997, unless extended. A copy of Henkel's press release is
filed as Exhibit 99.15 to the Schedule 14D-9 and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.15 Press Release, dated December 23, 1996, issued by Henkel
KGaA.
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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.
By: /s/ Robert W. Fiondella
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Robert W. Fiondella
Chairman of the Special
Committee
Dated: December 23, 1996
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EXHIBIT INDEX
Exhibit 99.15 Press Release, dated December 23, 1996, issued by Henkel
KGaA.....................................................
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Contacts: Thomas Davies
Todd Fogarty
Kekst & Company
212-593-2655
FOR IMMEDIATE RELEASE
HENKEL EXTENDS LOCTITE TENDER OFFER
Dusseldorf, Germany, December 23, 1996 -- Henkel KGaA announced today
that its subsidiary, HC Investments, had extended its cash tender offer for all
outstanding shares of Loctite Corporation common stock until 5:00 p.m., New
York City time, on Friday, January 3, 1997, unless extended. As of midnight,
New York City time, on Friday, December 20, 1996, the previously scheduled
expiration date of the offer, 16,379,946 shares (which, together with shares
already owned by HC Investments, constitute approximately 86% of the
outstanding Loctite common stock), had been tendered in connection with the
offer. The offer remains subject to the conditions previously announced.
Henkel stated that it had received feedback from a number of
stockholders who had expressed a preference for selling in 1997 for their own
tax planning purposes. Henkel added that the planned merger of Loctite and
a newly formed subsidiary of Henkel in which remaining Loctite shares would be
converted into $61 per share in cash could be effected promptly without the
necessity for a Loctite stockholder vote if more than 90% of Loctite's
outstanding stock are acquired in the offer.
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