As filed with the Securities and Exchange Commission on November 27, 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. 4)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 17)
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, 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 $57.75 per share, net to the seller in cash, without interest
thereon, as set forth in this Amendment No. 4. 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 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 November 27, 1996, Parent issued a press release stating
that the Company met with Purchaser and Parent on November 26,
1996 and made presentations about the Company. The November 27
press release also stated that the Company had agreed to provide
Purchaser and Parent with access to certain information,
including projections, regarding the Company that had been
gathered or prepared by the Company for the purpose of its being
provided to potential acquirors of the Company. A copy of the
November 27 press release is included as exhibit (g)(6) 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)(6) Press Release dated November 27, 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: November 27, 1996
HC INVESTMENTS, INC.
by /s/ Karl Gruter
---------------------------------
Name: Karl Gruter
Title: Chairman of the Board of Directors
HENKEL KGaA
by /s/ Karl Gruter
---------------------------------
Name: Karl Gruter
Title: General Counsel
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
- ------- ------------
(g)(6) Press Release dated November 27, 1996.
<PAGE>
Contacts: Thomas Davies
Todd Fogarty
Kekst & Company
212-593-2655
FOR IMMEDIATE RELEASE
---------------------
HENKEL BEGINS RECEIVING LOCTITE INFORMATION
DUSSELDORF, GERMANY, November 27, 1996 -- HENKEL KGaA
announced today it had met with Loctite Corporation on November
26, 1996 to hear presentations about Loctite. Henkel also
announced that Loctite has agreed to provide Henkel and its
subsidiary HC Investments, Inc. with access to certain
information, including projections, regarding Loctite that had
been gathered or prepared by Loctite for the purpose of its being
provided to potential acquirors of Loctite.
HC Investments' tender offer for all of the Common Stock of
Loctite is scheduled to expire at 5:00 p.m., New York City time,
on Monday, January 6, 1997.
* * *
<PAGE>
