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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
LOCTITE CORPORATION
(NAME OF SUBJECT COMPANY)
LOCTITE CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
0005401371
(CUSIP NUMBER OF CLASS SECURITIES)
Robert W. Fiondella
Chairman of the Special Committee
of the Board of Directors of
Loctite Corporation
10 Columbus Boulevard
Hartford, Connecticut 06106
(860) 520-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING
STATEMENT)
COPIES TO:
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Stuart Z. Katz, Esq. Eugene F. Miller, Esq.
Fried, Frank, Harris, Shriver & Jacobson Vice President, Secretary and General Counsel
One New York Plaza Loctite Corporation
New York, New York 10004 10 Columbus Boulevard
(212) 859-8000 Hartford, Connecticut 06106
(860) 520-5000
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This Amendment No. 4 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, as previously amended (the "Schedule 14D-9") of
Loctite Corporation, a Delaware corporation (the "Company"), filed with the
Securities and Exchange Commission on November 18, 1996 with respect to the
tender offer made by HC Investments, Inc., a Delaware corporation ("HCI") and
an indirect wholly-owned subsidiary of Henkel KGaA, a Kommanditgesellschaft auf
Aktien (a partnership limited by shares) organized under the laws of the
Federal Republic of Germany, to purchase all outstanding Shares. Capitalized
terms used herein and not defined herein shall have the meanings ascribed to
such terms in the Schedule 14D-9, as previously amended.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
Item 6(b) is amended and supplemented as follows:
The Company has been advised by the following directors and executive
officers of the Company that they intend, for tax planning purposes, not to
tender some or all of their Shares pursuant to the Amended Offer: Robert W.
Fiondella, Robert E. Ix, Stephen F. Page, Indra K. Nooyi, Stephen J.
Trachtenberg, Peter C. Browning, David Freeman, Richard C. Parker, Robert L.
Aller and Louis J. Baccei. The maximum number of shares that these directors
and officers refrain from tendering is an aggregate of approximately 84,000,
representing approximately 0.26% of the total outstanding shares. Assuming the
transactions contemplated by the Merger Agreement are consummated, any Shares
not tendered would nonetheless be exchanged for $61.00 in cash in the Merger,
which will occur as soon as practicable in 1997.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.14 Text of Press Release, dated December 16, 1996, issued by
Loctite Corporation.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
By: /s/ Robert W. Fiondella
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Robert W. Fiondella
Chairman of the Special
Committee
Dated: December 16, 1996
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EXHIBIT INDEX
Exhibit 99.14 Text of Press Release, dated December 16, 1996, issued by
Loctite Corporation
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[LOCTITE CORPORATION Letterhead]
NEWS
FOR IMMEDIATE RELEASE
December 16, 1996
LOCTITE AMENDS SEC FILING
Loctite Corporation today announced that it had amended its Schedule 14D-9
filed with the Securities and Exchange Commission. The amended filing reports
that certain directors and executive officers of Loctite have advised the
Company that they intend, for tax planning purposes, not to tender some or all
of their shares pursuant to the offer by Henkel KGaA to acquire all outstanding
shares of Loctite's common stock at a price of $61.00 per share in cash. The
maximum number of shares that these directors and officers will refrain from
tendering is an aggregate of approximately $84,000, representing approximately
0.26% of the total outstanding shares. The Company stated that, assuming the
transactions contemplated by the Agreement and Plan of Merger between the
Company and Henkel dated as of December 5, 1996 are consummated, any shares not
tendered would nonetheless be exchanged for $61.00 in cash in the second-step
merger, which will occur as soon as practicable in 1997. The Company said that
the Loctite Board of Directors continues to recommend that stockholders tender
their shares pursuant to Henkel's offer.
CONTACT: Chuck Burgess of The Abernathy MacGregor Group at (212) 371-5999.
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