As filed with the Securities and Exchange Commission
on December 23, 1996
=======================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 11)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 24)
Loctite Corporation
(Name Of Subject Company)
HC Investments, Inc.
Henkel KGaA
(Bidders)
------------------
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)
------------------
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)
------------------
With a copy to:
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
=======================================================================
<PAGE>
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, as amended, with
respect to the offer by HC Investments, Inc. to purchase all out-
standing 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 $61.00 per share, net to the seller in cash, without interest
thereon, as set forth in this Amendment No. 11. 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 10. ADDITIONAL INFORMATION.
Item 10 of the Statement is hereby amended and supplemented by
adding thereto the following:
On December 23, 1996, Parent issued a press release, a
copy of which is included as exhibit (g)(13) 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)(13) Press Release dated December 23, 1996.
<PAGE>
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: December 23, 1996
HC INVESTMENTS, INC.
by /s/ Ernest G. Szoke
------------------------
Name: Ernest G. Szoke
Title: Secretary
HENKEL KGaA
by /s/ Lothar Steinebach Petra Hammerlein
----------------------------------------------
Name: Lothar Steinebach Petra Hammerlein
Title: Vice President Senior Counsel
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
(g)(13) Press Release dated December 23, 1996.
<PAGE>
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.
* * *
