As filed with the Securities and Exchange Commission
on December 11, 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. 9)
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 Fried, Frank, Harris,
& Hamilton Shriver & Jacobson
One Liberty Plaza One New York Plaza
New York, New York 10006 New York, New York 10004
(212) 225-2000 (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 on December 5, 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. 9. 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
- ---------------------------------- ----------------------
1. Issuer and Class of Security Subject to
the Transaction 1(c)
2. Identity and Background. *
3. Past Contacts, Transactions or Negotiations. 3
4. Terms of the Transaction. 10(f)
17. Material to be Filed as Exhibits. 11
* Not applicable.
<PAGE>
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
Item 1(c) of the Statement is hereby amended and supplemented by
adding thereto the following:
The high sales price for the Shares through December 5,
1996 was 61 7/8 and not 60 7/8 as previously described in the
section entitled "THE AMENDED OFFER - Price Range of the Shares;
Dividends" of the Supplement. Stockholders are urged to obtain
current market quotations for the Shares.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Statement is hereby amended and supplemented by
adding thereto the following:
This Statement is also being filed by Loctite Corporation.
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 11, 1996, Purchaser issued a press release
announcing that it was correcting certain references to the
Private Securities Litigation Reform Act of 1995 in the
Supplement, dated December 6, 1996 (the "Supplement"), to the
Offer to Purchase. The discussion of certain forward-looking
information contained in the Supplement incorrectly referenced
the safe harbor for forward-looking information contained in the
Private Securities Litigation Reform Act of 1995. The safe harbor
contained in the Private Securities Litigation Reform Act is not
applicable to transactions such as the Offer and, therefore, is
not applicable to the publication of the forward-looking
information contained in the Supplement.
The projections contained in the Supplement are
forward-looking statements that involve risks and uncertainties
and the Company does not as a matter of course make public
projections as to future performance or earnings. Such
information was included in the Supplement for the limited
purpose of giving Loctite stockholders access to Company
financial projections that had been made available to Parent and
Purchaser. Such information was prepared by Loctite management
for internal use and was not prepared with a view to public
disclosure or compliance with the published guidelines of the
Commission or the guidelines established by the American
Institute of Certified Public Accountants regarding projections
or forecasts. The inclusion of the projections in the Supplement
was not, and should not be regarded as, an indication that any of
the Company, Purchaser, Parent or any other person who received
such information considers it an accurate prediction of future
events. None of the Company, Purchaser or Parent intends to
update, revise or correct such projections if they prove to be
inaccurate (even in the short term). A copy of the December 11
press release is included as exhibit (g)(11) hereto and the
information contained therein is incorporated herein by
reference.
<PAGE>
ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) of the Statement is hereby amended and supplemented by
adding thereto the following:
Clause (2) of the introductory paragraph to the revised
conditions to the Offer contained in the section entitled "THE
AMENDED OFFER - Amendments to Certain Conditions of the Offer" of
the Supplement is hereby amended to read in its entirety as
follows:
"(2) at any time on or after the date of the Offer to
Purchase, and prior to the Expiration Date, any of the following
events or conditions exist:"
As a result of the foregoing amendment, Purchaser cannot
assert any of the conditions set forth in the section entitled
"THE AMENDED OFFER - Amendments to Certain Conditions of the
Offer" of the Supplement after the Expiration Date.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Statement is hereby amended to add the following
exhibit:
(g)(11) Press Release dated December 11, 1996 (previously filed
as exhibit (g)(11) to the Schedule 14D-1 and incorporated
herein by reference).
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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 11, 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
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(g)(11) Press Release dated December 11, 1996 (previously
filed as exhibit (g)(11) to the Schedule 14D-1 and
incorporated herein by reference).
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