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 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 12)
(Final Amendment)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 25)
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
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(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, as amended,
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 $61.00 per share, net to the seller in cash, without interest
thereon, as set forth in this Amendment No. 12. This amendment,
which constitutes the Final Amendment to the Statement pursuant
to Instruction D to Schedule 14D-1, 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.
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., 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.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Statement is hereby amended and supplemented by
adding thereto the following:
On Thursday, January 2, 1997, Parent, Purchaser and the
Company made a clarifying amendment to the Merger Agreement to
(i) permit Purchaser to assign its obligation to purchase Shares
tendered pursuant to the Offer to an indirect, wholly-owned
subsidiary of Parent and (ii) provide that the Merger shall take
place between the Company and an indirect, wholly-owned
subsidiary of Parent (rather than a direct, wholly-owned
subsidiary of Purchaser). A copy of the January 2 amendment is
included as exhibit (c)(7) hereto and the information contained
therein is incorporated herein by reference.
On Friday, January 3, 1997, Purchaser assigned its
obligation to purchase Shares tendered pursuant to the Offer to
Henkel Merger Corp. ("HMC"), a newly-formed Delaware corporation
which is a wholly-owned subsidiary of Henkel Acquisition Corp.
("HAC"), a newly-formed Delaware corporation 75% of the voting
stock of which is owned directly by Purchaser and 25% directly by
Parent and which is thus an indirect, wholly-owned subsidiary of
Parent. A copy of the January 3 assignment is included as exhibit
(c)(8) hereto and the information contained therein is
incorporated herein by reference. HMC purchased all Shares
validly tendered prior to the expiration of the Offer.
The Statement and the Schedule 13D are, accordingly, now
filed by HMC as well. The business address of each of HMC and HAC
is 2200 Renaissance Boulevard, Suite 200, Gulph Mills, PA 19406. The
names, addresses, occupations and citizenship of the executive officers
<PAGE>
and members of the Board of Directors of HMC are set forth on
Schedule I hereto. Neither HMC nor, to the best of its knowledge,
any of the persons listed on Schedule I hereto has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such laws.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE
BIDDER.
Item 5 of the Statement is hereby amended and supplemented by
adding thereto the following:
HMC will be the entity described as Merger Sub in the
Supplement and will merge with and into the Company in the
Merger.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Statement is hereby amended and supplemented by
adding thereto the following:
On Monday, January 6, 1997, through the purchase by HMC of
Shares in the Offer, HMC, Purchaser and Parent acquired
beneficial ownership of approximately 19,884,139 Shares,
which, together with 11,208,224 Shares theretofore owned by
Purchaser (which were contributed to HAC by Purchaser and then to
HMC by HAC as part of the organization of HMC), constitute
approximately 96.3% of the outstanding Shares. Reference is hereby
made to the press release issued by Parent on January 6, 1997, a
copy of which is attached hereto as exhibit (g)(14).
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Statement is hereby amended and supplemented by
adding thereto the following:
On Thursday, January 2, 1997, Parent, Purchaser and the
Company made a clarifying amendment to the Merger Agreement to
(i) permit Purchaser to assign its obligation to purchase Shares
tendered pursuant to the Offer to an indirect, wholly-owned
subsidiary of Parent and (ii) provide that the Merger shall take
place between the Company and an indirect, wholly-owned
subsidiary of Parent (rather than a direct, wholly-owned
subsidiary of Purchaser). A copy of the January 2 amendment is
included as exhibit (c)(7) hereto and the information contained
therein is incorporated herein by reference.
On Friday, January 3, 1996, Purchaser assigned its
obligation to purchase Shares tendered pursuant to the Offer to
HMC. A copy of the January 3 assignment is included as exhibit
(c)(8) hereto and the information contained therein is
incorporated herein by reference.
<PAGE>
ITEM 10. ADDITIONAL INFORMATION.
Item 10 of the Statement is hereby amended and supplemented by
adding thereto the following:
On January 6, 1997, Parent issued a press release, a copy
of which is included as exhibit (g)(14) 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:
(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
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.
(c)(8) Assignment, dated January 3, 1997, between Purchaser and HMC.
(g)(14) Press Release dated January 6, 1997.
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF HENKEL MERGER CORP. AND
INTERESTS OF SUCH PERSONS IN THE COMPANY
The following table sets forth the name, present principal
occupation or employment and five-year employment history of the
directors and executive officers of Henkel Merger Corp. and the
number of shares beneficially owned, directly or indirectly, by
such persons as of the date hereof. All such directors and
executive officers are United States citizens, except for Mr.
Gurtzgen, who is a citizen of Germany. Except as set forth
below, the principal business address of each such director and
executive officer is the address of Henkel Corporation, 2200
Renaissance Boulevard, Suite 200, Gulph Mills, PA 19406.
PRESENT PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT AND FIVE YEAR BENEFICIALLY
NAME AND ADDRESS EMPLOYMENT HISTORY OWNED
- ----------------------- --------------------------------- ---------------
Mr. Winfried Gurtzgen.. Mr. Gurtzgen is the Tax Director 0
Henkelstrasse 67 of Parent and has held that
D-40191 Dusseldorf position for more than five
Germany years. He is also a Director
and President of HMC.
Mr. John R. Fulton, III Mr. Fulton is the Tax Director 0
of Henkel Corporation, and has
held that position since 1987.
He is also a Director and
Assistant Secretary of Purchaser
and a Vice President of HMC.
Mr. John Knudson....... Mr. Knudson is the Vice 0
President-Finance and Chief
Financial Officer of Henkel
Corporation, and has held those
positions since 1987. He is also
a Director and President of
Purchaser and a Director, Vice
President and Treasurer of HMC.
Mr. James E. Ripka .... Mr. Ripka is the Treasurer of 0
Henkel Corporation, and has held
that position since 1988. He is
also a Director and Treasurer of
Purchaser and a Vice President
of HMC.
Mr. Ernest G. Szoke.... Mr. Szoke is the Vice President 0
and Chief Legal Officer of Henkel
Corporation, and has held those
positions since 1986. He is also
a Director and Secretary of
Purchaser and a Director, Vice
President and Secretary of HMC.
<PAGE>
exhibit (c)(7)
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This First Amendment to the Agreement and Plan of Merger
(the "First Amendment") is made and entered into as of January
2nd, 1997 between Henkel KGaA, HC Investments, Inc. and Loctite
Corporation.
WHEREAS, the parties to this First Amendment are the
parties to that certain Agreement and Plan of Merger (the "Merger
Agreement") dated as of December 5, 1996.
WHEREAS, the parties now desire to make the following
clarifying amendment to the terms of the Merger Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
1. Section 1.1(a) of the Agreement is hereby amended by
adding the following sentence at the end thereof:
Parent Sub may assign its right to purchase Shares tendered
pursuant to the Offer to a newly formed, indirect,
wholly-owned subsidiary of Parent ("Merger Sub") and the
obligation of Parent Sub to accept for payment and pay for
Shares tendered pursuant to the Offer shall be deemed
satisfied by the purchase of such Shares by Merger Sub.
2. Section 2.1 of the Agreement is hereby amended to read
in its entirety as follows:
Subject to the terms and conditions of this Agreement, at
the Effective Time (as defined in Section 2.3), Merger Sub
shall be merged with and into the Company in accordance
with this Agreement and the separate corporate existence of
Merger Sub shall thereupon cease (the "Merger"). The
Company shall be the surviving corporation in the Merger
(sometimes hereinafter referred to as the "Surviving
Corporation") and shall continue as an indirect,
wholly-owned subsidiary of Parent under the name "Loctite
Corporation." The merger shall have the effects specified
in the DGCL.
IN WITNESS WHEREOF, the parties have executed this First
Amendment and caused the same to be duly delivered on their
behalf on the day and year first written above.
HENKEL KGaA
By: /s/ Karl Gruter
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Name: Karl Gruter
Title: General Counsel
By: /s/ Winfried Gurtzgen
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Name: Winfried Gurtzgen
Title: Tax Director
<PAGE>
HC INVESTMENTS, INC.
By: /s/ Karl Gruter
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Name: Karl Gruter
Title: Chairman
LOCTITE CORPORATION
By: /s/ David Freeman
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Name: David Freeman
Title: Chairman
2
<PAGE>
exhibit (c)(8)
Assignment
Reference is made to that certain Agreement and Plan of
Merger, dated as of December 5, 1996, as amended as of January 2,
1997 (the "Merger Agreement"), between Henkel KGaA, HC
Investments, Inc. ("HCI") and Loctite Corporation ("Loctite").
HCI hereby assigns to Henkel Merger Corp. its obligation to
purchase all shares of common stock, par value $0.01 per share,
of Loctite tendered pursuant to the Offer (as defined in the
Merger Agreement) and not withdrawn pursuant to the terms of the
Offer, all as more fully described in the Merger Agreement.
HC INVESTMENTS, INC.
By: /s/ Ernest G. Szoke
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Name: Ernest G. Szoke
Title: Secretary
Accepted as of January 3, 1997:
HENKEL MERGER CORP.
By: /s/ Ernest G. Szoke
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Name: Ernest G. Szoke
Title: Vice President and Secretary
<PAGE>
exhibit (g)(14)
Contacts: Thomas Davies
Todd Fogarty
Kekst & Company
212-593-2655
FOR IMMEDIATE RELEASE
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HENKEL PURCHASES LOCTITE SHARES IN TENDER OFFER
OWNS OVER 96%
Dusseldorf, Germany, January 6, 1997 -- Henkel KGaA
announced today that its subsidiary, Henkel Merger Corp., had
accepted for payment and purchased all shares of Loctite
Corporation common stock tendered pursuant to the tender offer
for Loctite which expired as scheduled at 5:00 p.m., New York
City time, on Friday, January 3, 1997. Henkel KGaA said that
approximately 19,884,139 shares had been tendered in the tender
offer, including approximately 597,575 by notice of guaranteed
delivery, which, together with shares already owned by Henkel,
constitute over 96% of the outstanding Loctite common stock.
Henkel further stated that the planned merger of Loctite and
Henkel Merger Corp. would be consummated as soon as practicable,
which Henkel anticipates will occur within the month.
* * *
