As filed with the Securities and Exchange Commission
on December 23, 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. 11)
Loctite Corporation
(Name of the Issuer)
HC Investments, Inc.
Henkel KGaA
Loctite Corporation
(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 Eugene F. Miller, Esq.
Henkel KGaA Loctite Corporation
Henkelstrasse 67 10 Columbus Boulevard
D-40191 Dusseldorf Hartford, Connecticut 06106
Germany (860) 520-5000
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 copies to:
William A. Groll, Esq. Stuart Z. Katz, Esq.
Cleary, Gottlieb, Steen & Hamilton Fried, Frank, Harris, Shriver
One Liberty Plaza & Jacobson
New York, New York 10006 One New York Plaza
(212) 225-2000 New York, New York 10004
(212) 859-8000
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., Henkel KGaA and Loctite Corporation
hereby amend and supplement their Rule 13E-3 Transaction Statement
on Schedule 13E-3 (the "Statement") originally filed on November 6,
1996, as amended, 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. 11. 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.
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Cross-Reference Sheet to
Schedule 14D-1
Item and Caption of Schedule 13E-3 Item of Schedule 14D-1
- ---------------------------------- ----------------------
4. Terms of the Transaction *
17. Material to be Filed as Exhibits. 11
* Not Applicable
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ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) 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 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Statement is hereby amended to add the following
exhibit:
(g)(13) Press Release dated December 23, 1996.
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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
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Name: Ernest G. Szoke
Title: Secretary
HENKEL KGaA
by /s/ Lothar Steinebach
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Name: Lothar Steinebach
Title: Vice President
by /s/ Petra Hammerlein
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Name: Petra Hammerlein
Title: Senior Counsel
LOCTITE CORPORATION
by /s/ David Freeman
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Name: David Freeman
Title: Chairman and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
(g)(13) Press Release dated December 23, 1996 (previously
filed as exhibit (g)(13) to the Schedule 14D-1 and
incorporated herein by reference).
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