As filed with the Securities and Exchange Commission
on December 11, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 9)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 22)
Loctite Corporation
(Name Of Subject Company)
HC Investments, Inc.
Henkel KGaA
(Bidders)
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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 Bidder)
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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
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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 on
December 5, 1996, with respect to the offer by HC Investments,
Inc. 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 $61.00 per share, net to
the seller in cash, without interest thereon, as set forth in
this Amendment No. 9. 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 1. SECURITY AND SUBJECT COMPANY.
Item 1(c) of the Statement is hereby amended and supplemented by
adding thereto the following:
The high sales price for the Shares through December 5,
1996 was 61 7/8 and not 60 7/8 as previously described in the
section entitled "THE AMENDED OFFER - Price Range of the Shares;
Dividends" of the Supplement. Stockholders are urged to obtain
current market quotations for the Shares.
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 December 11, 1996, Purchaser issued a press release
announcing that it was correcting certain references to the
Private Securities Litigation Reform Act of 1995 in the
Supplement, dated December 6, 1996 (the "Supplement"), to the
Offer to Purchase. The discussion of certain forward-looking
information contained in the Supplement incorrectly referenced
the safe harbor for forward-looking information contained in the
Private Securities Litigation Reform Act of 1995. The safe harbor
contained in the Private Securities Litigation Reform Act is not
applicable to transactions such as the Offer and, therefore, is
not applicable to the publication of the forward-looking
information contained in the Supplement.
The projections contained in the Supplement are
forward-looking statements that involve risks and uncertainties
and the Company does not as a matter of course make public
projections as to future performance or earnings. Such
information was included in the Supplement for the limited
purpose of giving Loctite stockholders access to Company
financial projections that had been made available to Parent and
Purchaser. Such information was prepared by Loctite management
for internal use and was not prepared with a view to public
disclosure or compliance with the published guidelines of the
Commission or the guidelines established by the American
Institute of Certified Public Accountants regarding projections
or forecasts. The inclusion of the projections in the Supplement
was not, and should not be regarded as, an indication that any of
the Company, Purchaser, Parent or any other person who received
such information considers it an accurate prediction of future
events. None of the Company, Purchaser or Parent intends to
<PAGE>
update, revise or correct such projections if they prove to be
inaccurate (even in the short term). A copy of the December 11
press release is included as exhibit (g)(11) hereto and the
information contained therein is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Statement is hereby amended and supplemented by
adding thereto the following:
Clause (2) of the introductory paragraph to the revised
conditions to the Offer contained in the section entitled "THE
AMENDED OFFER - Amendments to Certain Conditions of the Offer" of
the Supplement is hereby amended to read in its entirety as
follows:
"(2) at any time on or after the date of the Offer to
Purchase, and prior to the Expiration Date, any of the following
events or conditions exist:"
As a result of the foregoing amendment, Purchaser cannot
assert any of the conditions set forth in the section entitled
"THE AMENDED OFFER - Amendments to Certain Conditions of the
Offer" of the Supplement after the Expiration Date.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is hereby amended to add the following
exhibit:
(g)(11) Press Release dated December 11, 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 11, 1996
HC INVESTMENTS, INC.
by /s/ Ernest G. Szoke
----------------------------
Name: Ernest G. Szoke
Title: Secretary
HENKEL KGaA
by /s/ Lothar Steinebach
----------------------------
Name: Lothar Steinebach
Title: Vice President
by /s/ Petra Hammerlein
----------------------------
Name: Petra Hammerlein
Title: Senior Counsel
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
(g)(11) Press Release dated December 11, 1996.
<PAGE>
exhibit (g)(11)
Contacts: Thomas Davies
Todd Fogarty
Kekst & Company
212-593-2655
FOR IMMEDIATE RELEASE
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HC INVESTMENTS CORRECTS SUPPLEMENT TO OFFER TO PURCHASE
GULPH MILLS, PENNSYLVANIA, December 11, 1996 -- HC
INVESTMENTS, INC. announced today that it is correcting certain
references to the Private Securities Litigation Reform Act of 1995
in the Supplement, dated December 6, 1996, to its Offer to Purchase,
dated November 6, 1996, for all of the outstanding common stock
of Loctite Corporation. HC Investments said that the discussion
of certain forward-looking information contained in the
Supplement incorrectly referenced the safe harbor for such
information contained in the Private Securities Litigation Reform
Act of 1995. The safe harbor contained in the Private Securities
Litigation Reform Act is not applicable to transactions such as
the Offer by HC Investments for Loctite's common stock and,
therefore, is not applicable to the publication of the
forward-looking information contained in the Supplement.
HC Investments stated that the projections contained in the
Supplement are forward-looking statements that involve risks and
uncertainties and that Loctite does not as a matter of course
make public projections as to future performance or earnings. HC
Investments explained that such information has been included in
the Supplement for the limited purpose of giving Loctite
stockholders access to Loctite financial projections that had
been made available to Henkel KGaA and HC Investments. HC
Investments explained that such information was prepared by
Loctite management for internal use and was not prepared with a
view to public disclosure or compliance with the published
guidelines of the Securities and Exchange
<PAGE>
Commission or the guidelines established by the American
Institute of Certified Public Accountants regarding projections
or forecasts. HC Investments said that the inclusion of the
projections in the Supplement was not, and should not be regarded
as, an indication that any of Loctite, HC Investments, Henkel or
any other person who received such information considers it an
accurate prediction of future events and that none of Loctite, HC
Investments or Henkel intends to update, revise or correct such
projections if they prove to be inaccurate (even in the short
term).
HC Investments' tender offer for all of the Common Stock of
Loctite is scheduled to expire at 12:00 Midnight, New York City
time, on Friday, December 20, 1996.
* * *
2
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