As filed with the Securities and Exchange Commission on
December 5, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF
1934)
(Amendment No. 7)
Loctite Corporation
(Name of the Issuer)
HC Investments, Inc.
Henkel KGaA
(Name of Persons Filing Statement)
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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
Persons Filing Statement)
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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
This statement is filed in connection with (check the
appropriate box):
a. /__/ The filing of solicitation materials or an
information statement subject to Regulation 14A,
Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. /__/ The filing of a registration statement under the
Securities Act of 1933.
c. /X/ A tender offer.
d. /__/ None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies. /__/
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<PAGE>
HC Investments, Inc. and Henkel KGaA hereby amend and supplement
their Rule 13E-3 Transaction Statement on Schedule 13E-3 (the
"Statement") originally filed on November 6, 1996, with respect
to the offer 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. 7. Capitalized terms not defined herein have
the meanings assigned thereto in the Statement.
The following cross reference sheet is being supplied
pursuant to General Instruction F to Schedule 13E-3 and shows the
location in the Schedule 14D-1 originally filed by HC
Investments, Inc. and Henkel KGaA with the Securities and
Exchange Commission on November 6, 1996 (as amended the "Schedule
14D-1") of the information required to be included in response to
the items of this Statement. The information set forth in the
Schedule 14D-1, including all exhibits thereto, is hereby
expressly incorporated herein by reference as set forth in the
Cross Reference Sheet and in the responses to each item of this
Schedule 13E-3, and such responses are qualified in their
entirety by the provisions of the Schedule 14D-1.
<PAGE>
Cross-Reference Sheet to
Schedule 14D-1
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Item of
Item and Caption of Schedule 13E-3 Schedule 14D-1
- ---------------------------------- --------------
3. Past Contacts, Transactions or Negotiations. 3
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17. Material to be Filed as Exhibits. 11
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<PAGE>
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
Item 3(b) of the Statement is hereby amended and supplemented by
adding thereto the following:
On December 5, 1996, Parent issued a press release, a copy
of which is included as exhibit (g)(10) hereto and the
information contained therein is incorporated herein by
reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Statement is hereby amended to add the following
exhibit:
(g)(10) Press Release dated December 5, 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 5, 1996
HC INVESTMENTS, INC.
by /s/ Ernest G. Szoke
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Name: Ernest G. Szoke
Title: Secretary
HENKEL KGaA
by /s/ Lothar Steinebach Petra Hammerlein
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Name: Lothar Steinebach Petra Hammerlein
Title: Vice President Senior Counsel
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
- ------- ------------
(g)(10) Press Release dated December 5, 1996 (previously filed
as exhibit (g)(10) to the Schedule 14D-1 and
incorporated herein by reference).
