As filed with the Securities and Exchange Commission
on January 6, 1997
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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. 12)
Loctite Corporation
(Name of the Issuer)
HC Investments, Inc.
Henkel KGaA
Henkel Merger Corp.
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, 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. 12. Capitalized terms
not defined herein have the meanings assigned thereto in the
Statement.
The Offer expired at 5:00 p.m., New York City time,
on Friday, January 3, 1997. Prior to the expiration of the
Offer, 19,884,139 Shares had been tendered pursuant to the
Offer (including 597,575 Shares tendered pursuant to the
procedure for guaranteed delivery). Henkel Merger Corp. ("HMC"),
an indirect, wholly-owned subsidiary of Parent, by oral notice to
the Depositary, accepted for payment and thereby purchased all
Shares validly tendered prior to the expiration of the Offer.
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
- ---------------------------------- ----------------------
2. Identity and Background. 2
4. Terms of the Transaction. 7
5. Plans or Proposals of the Issuer or Affiliate. 5
10. Interest in Securities of the Issuer. 6
11. Contracts, Arrangements or Understandings With 7
Respect to the Issuer's Securities.
16. Additional Information. 10
17. Material to be Filed as Exhibits. 11
<PAGE>
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Statement is hereby amended and supplemented
to incorporate by reference the answers to Item 2 of the Schedule
14D-1.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) of the Statement is hereby amended and
supplemented to incorporate by reference the answers to Item 7 of
the Schedule 14D-1.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5 of the Statement is hereby amended and supplemented
to incorporate by reference the answers to Item 5 of the Schedule
14D-1.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10 of the Statement is hereby amended and supplemented
to incorporate by reference the answers to Item 6 of the Schedule
14D-1.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS
WITH RESPECT TO THE ISSUER'S SECURITIES.
Item 11 of the Statement is hereby amended and supplemented
to incorporate by reference the answers to Item 7 of the Schedule
14D-1.
ITEM 16. ADDITIONAL INFORMATION.
Item 16 of the Statement is hereby amended and supplemented
to incorporate by reference the answers to Item 10 of the
Schedule 14D-1.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Statement is hereby amended to add the following
exhibit:
(c)(7) First Amendment to Agreement and Plan of Merger, dated as
of January 2, 1997, between Parent, Purchaser and the
Company.
(c)(8) Assignment, dated January 3, 1997, between Purchaser and HMC.
(g)(14) Press Release dated January 6, 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 6, 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
HENKEL MERGER CORP.
by /s/ Ernest G. Szoke
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Name: Ernest G. Szoke
Title: Secretary
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
- ------- ------------
(c)(7) First Amendment to Agreement and Plan of Merger,
dated as of January 2, 1997, between Parent,
Purchaser and the Company (previously filed as
exhibit (c)(7) to the Schedule 14D-1 and
incorporated herein by reference).
(c)(8) Assignment, dated January 3, 1997, between
Purchaser and HMC (previously filed as exhibit
(c)(8) to the Schedule 14D-1 and incorporated
herein by reference).
(g)(14) Press Release dated January 6, 1997 (previously
filed as exhibit (g)(14) to the Schedule 14D-1 and
incorporated herein by reference).
<PAGE>
