As filed with the Securities and Exchange Commission
on December 4, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 6)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 19)
Loctite Corporation
(Name Of Subject Company)
HC Investments, Inc.
Henkel KGaA
(Bidders)
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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 Bidder)
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With a copy to:
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
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<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. 6. 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 December 4, 1996, Parent submitted a bid in accordance
with the guidelines set forth by the Special Committee of the
Board of Directors of the Company. A copy of the December 4 bid
letter is included as exhibit (g)(8) hereto and the information
contained therein is incorporated by reference. In connection
with its bid, on December 4, 1996, Parent issued a press release,
a copy of which is included as exhibit (g)(9) 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
exhibits:
(g)(8) Bid Letter, dated December 4, 1996, from Parent to the
members of the Special Committee.
(g)(9) Press Release dated December 4, 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: December 4, 1996
HC INVESTMENTS, INC.
by /s/ Ernest G. Szoke
--------------------------
Name: Ernest G. Szoke
Title: Secretary
HENKEL KGaA
by /s/ Lothar Steinebach Petra Hammerlein
--------------------------------------------
Name: Lothar Steinebach Petra Hammerlein
Title: Vice President Senior Counsel
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
- ------- ------------
(g)(8) Bid Letter, dated December 4, 1996, from Parent to
the members of the Special Committee.
(g)(9) Press Release dated December 4, 1996.
<PAGE>
exhibit (g)(8)
December 4, 1996
BY HAND
Special Committee of the
Board of Directors of
Loctite Corporation
c/o Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
Attention: William Powell
Ladies and Gentlemen:
In accordance with the procedures set forth in the November
27, 1996 guidelines distributed by Dillon, Read & Co. Inc., we
are pleased to submit the following proposal to acquire Loctite
Corporation (the "Company"). We are prepared, subject to
execution of a mutually satisfactory definitive merger agreement,
to increase our offer price to $61.00 in cash per share of Common
Stock (including the associated Common Stock purchase rights).
This bid will expire at 9 a.m. (New York City time) on Thursday,
December 5, 1996.
The proposed acquisition would proceed in two steps. First,
HC Investments, Inc. ("HCI") would amend its outstanding tender
offer for all outstanding shares of the Company by, among other
things, (i) increasing the price offered to $61.00 and (ii)
shortening the period the offer is open to provide for the
expiration of the offer ten business days after the dissemination
of a supplement to the offer to purchase. Second, a newly formed,
wholly-owned subsidiary of HCI would be merged with and into the
Company, resulting in the ownership of the Company by HCI.
Henkel and HCI have access to all financing required for the
proposed acquisition. Accordingly, our obligation to consummate
the proposed acquisition would not be conditioned on the
availability of financing. In addition, Henkel and HCI have
obtained all necessary board and other corporate approvals for
the submission of this proposal.
As you have requested, we have included herewith a marked
copy of the form of Merger Agreement provided in your bid
package, showing the specific nature of our proposed changes. We
believe that this mark-up reflects your proposed draft without
significant modification. We are prepared to execute promptly the
Merger Agreement in the form submitted to you herewith. In
addition, pursuant to your oral request, we have included for
your consideration and comment a form of Press Release we are
prepared to issue in connection with the execution of the Merger
Agreement.
In addition, we believe you should consider several other
aspects of our proposal that further reflect its attractiveness
to the Company and its constituents. We believe that the
businesses of Henkel and Loctite are highly complementary. The
result of this will be a continuing role of importance for the
management and employees of Loctite in the ongoing, combined
business. Henkel believes that people's talents are more
important than products, and, as a result, will encourage the
Company's management to participate in a challenging future with
Henkel. Indeed, Henkel will depend heavily on Loctite's
management and their skills to develop the U.S., European, Asia
Pacific and Latin American markets for the technologies of both
companies. As you will see in the marked copy of the Merger
Agreement included herewith, we have accepted the language
proposed in your draft regarding the fair and equitable treatment
of the employees of our respective companies. Similarly, as we
have stressed in a number of contexts, we expect the Hartford
office to remain an important center for the operation of our
combined adhesives business going forward. Accordingly, we have
accepted the language proposed in your draft agreement requiring
that the corporate headquarters be maintained in Hartford for two
years. We anticipate that the office will be maintained for an
even longer period.
Additionally, we believe Henkel is in a position to close an
acquisition of the Company sooner than any other potential
bidder. As you know, the waiting period under the
Hart-Scott-Rodino Act has expired and we can now proceed with the
transaction under the U.S. antitrust laws. Moreover, we have
determined that, in the context of a negotiated agreement with
the Company, Henkel will drop any conditions to its offer
relating to any potential divestitures of businesses under any
antitrust laws. Thus, Henkel could consummate the tender offer as
soon as December 20, 1996. As noted above, we suggest an
amendment to our pending tender offer, with the approval of the
Company, under which we could accelerate the expiration date of
the tender offer and purchase the shares on that date. Thus, our
offer would enable the Company's stockholders to receive full
value for their shares earlier than under any other acquisition
proposal.
Please note that Henkel has suggested an appropriate
break-up fee. We hope that you will take this into account before
considering any proposal that includes a demand for a higher fee
or a stock option.
Of course, you should also take into account that we reserve
all of our rights in the event that you accept any other
proposal. In that connection, we would consider all alternatives
available to us, including the prompt disposition of our shares
or any non-cash consideration that might be received from such
other bidder and would also consider undertaking immediately
appropriate hedging transactions.
We and our advisors look forward to meeting with you
promptly to finalize the Merger Agreement for execution. If you
need clarification of any portion of our proposal or the enclosed
Merger Agreement, please feel free to contact Yves-Andre Istel of
Rothschild Inc. at (212) 403-3600 or William A. Groll of Cleary,
Gottlieb, Steen & Hamilton at (212) 225-2142. We have submitted
our proposal in reliance on your Guidelines for Submission of
Proposals and your explicit oral assurances that there would be
no discussion of price with any party subsequent to the Bid
deadline. As you can appreciate, if the Special Committee revises
its auction procedures, or permits the discussion or submission
of any new or revised proposals subsequent to the bidding
deadline, we reserve all rights, including the right to withdraw
our proposal.
Very truly yours,
Dieter Winkhaus
Enclosure
cc: Yves-Andre Istel
William A. Groll
exhibit (g)(9)
Contacts: Thomas Davies
Todd Fogarty
Kekst & Company
212-593-2655
FOR IMMEDIATE RELEASE
HENKEL SUBMITS INCREASED BID OF $61.00
DUSSELDORF, GERMANY, December 4, 1996 -- HENKEL KGaA
announced today that it submitted a bid to the Special Committee
of the Board of Directors of Loctite Corporation in which it
proposed, subject to execution of a mutually satisfactory
definitive merger agreement, to increase its offer price to
$61.00 and to drop any conditions to its offer related to
potential divestitures of businesses under any antitrust laws. As
previously announced, the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable
to the offer has already expired. Henkel's proposal to increase
its offer price and drop certain conditions to the offer is
contingent upon reaching a negotiated agreement with Loctite and
there can be no assurance that any such agreement will be
reached.
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. In connection with its bid,
Henkel proposed to shorten the period its tender offer is to
remain open and, if Loctite accepts Henkel's bid, Henkel proposes
to have its offer expire at midnight, New York City time, on
Friday, December 20, 1996.
* * *
