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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. 13)
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. ( )
<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. 13. Capitalized terms not defined herein have
the meanings assigned thereto in the Statement.
The transaction to which this Statement relates was
completed on January 15, 1997 when the Merger was consummated.
<PAGE>
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
and
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Items 5 and 10 of the Statement are hereby amended and
supplemented by adding thereto the following:
On January 15, 1997, Parent issued a press release, a copy
of which is included as exhibit (g)(15) hereto and the
information contained therein is incorporated herein by this
reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Statement is hereby amended to add the following
exhibit:
(g)(15) Press Release dated January 15, 1997.
<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: January 15, 1997
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
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
(g)(15) Press Release dated January 15, 1997.
<PAGE>
exhibit (g)(15)
Contacts: Thomas Davies
Todd Fogarty
Kekst and Company
(212) 593-2655
FOR IMMEDIATE RELEASE
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HENKEL COMPLETES ACQUISITION OF LOCTITE
Dusseldorf, Germany, January 15, 1997 -- HENKEL KGaA announced
that the merger of its wholly-owned subsidiary, Henkel Merger
Corp., with Loctite Corporation became effective today,
completing Henkel's acquisition of Loctite. Under the terms of
the merger, all remaining Loctite stockholders will receive $61
in cash upon surrender of the certificates for their shares to a
Paying Agent appointed for that purpose. A Notice of Merger and
Letter of Transmittal for surrendering shares will be mailed to
holders of record of Loctite common stock shortly, Henkel said.
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