As filed with the Securities and Exchange Commission
on November 27, 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. 4)
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)
-------------------
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 supple-
ment 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 $57.75 per share, net to
the seller in cash, without interest thereon, as set forth in
this Amendment No. 4. 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
Item and Caption of Schedule 13E-3 Item of Schedule 14D-1
- ---------------------------------- ----------------------
3. Past Contacts, Transactions or Negotiations. 3
17. Material to be Filed as Exhibits. 11
<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 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 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Statement is hereby amended to add the following
exhibit:
(g)(6) Press Release dated November 27, 1996 (previously filed as
exhibit (g)(6) to the Schedule 14D-1 and incorporated
herein by reference).
<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
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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 (previously
filed as exhibit (g)(6) to the Schedule 14D-1 and
incorporated herein by reference).
<PAGE>
