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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. 1)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
DEP Corporation
(Name Of Subject Company)
Henkel Acquisition Corp. II
Henkel KGaA
(Bidders)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
233202-40-7
(CUSIP Number of Class of Securities)
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Ms. Petra U. Hammerlein
Henkel KGaA
Henkelstrasse 67
D-40191 Dusseldorf
Germany
49-211-797-3362
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Bidder)
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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>
Henkel Acquisition Corp. II and Henkel KGaA hereby amend
and supplement their Tender Offer Statement on Schedule 14D-1
(the "Statement") originally filed on July 20, 1998, with respect
to the offer by Henkel Acquisition Corp. II to purchase all
outstanding shares of Common Stock, par value $0.01 per share, of
DEP Corporation, a Delaware corporation, for a purchase price of
$5.25 per share, net to the seller in cash, without interest
thereon, as set forth in this Amendment No. 1. 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 10. ADDITIONAL INFORMATION.
Item 10(c) of the Statement is hereby amended and
supplemented by adding thereto the following:
On July 28, 1998, Parent issued a press release, a copy of
which is included as exhibit (g)(1) 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 exhibit:
(g)(1) Press Release dated July 28, 1998.
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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: July 28, 1998
HENKEL ACQUISITION CORP. II
by /s/ Ernest G. Szoke
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Name: Ernest G. Szoke
Title: President and Secretary
HENKEL KGaA
by /s/ Christoph Kirchner
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Name: Christoph Kirchner
Title: VP Affiliated Companies
Cosmetics
by /s/ Petra U. Hammerlein
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Name: Petra U. Hammerlein
Title: Senior Counsel
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
- ------ ------------
(g)(1) Press Release dated July 28, 1998.
FOR IMMEDIATE RELEASE
HENKEL'S PENDING OFFER FOR DEP CLEARS U.S. ANTITRUST REVIEW
DUSSELDORF, GERMANY, July 28, 1998 -- HENKEL KGaA
announced today that it had been granted early termination of the
required "waiting period" under the Hart-Scott-Rodino Antitrust
Improvements Act applicable to the pending offer by its
subsidiary Henkel Acquisition Corp. II for all outstanding shares
of common stock of DEP Corporation (NASDAQ SmallCap Market:
DEPCC), thus satisfying one of the conditions to the closing of
Henkel's acquisition of DEP.
Henkel's tender offer is scheduled to expire at 12:00
midnight, New York City time, on Friday, August 14, 1998, unless
extended. Rhone Group LLC is acting as financial advisor and
Dealer Manager for the tender offer. MacKenzie Partners, Inc. is
the Information Agent.
Henkel was founded in 1876 and is headquartered in
Dusseldorf, Germany. The Henkel Group is a worldwide specialist
in applied chemistry, consisting of more than 330 companies
operating in over 60 countries. Henkel is the largest global
producer of oleochemical products based on renewable raw
materials. It also holds global market leadership positions in
adhesives and surface technologies. The detergents/household
cleansers and cosmetics/toiletries business sectors hold market
leading positions in Europe. Key segments of the
cosmetics/toiletries business sector include hair care and body
care products. The Henkel Group realized sales of DM 20.1 billion
in 1997.
<PAGE>
DEP Corporation is engaged in developing, formulating,
manufacturing, marketing and distributing a wide range of
trademark personal care products. With its 12 main brands,
including the market leading hair styling lines of L.A. Looks and
DEP, are sold in more than 100,000 outlets throughout the United
States. For the year ended July 31, 1997, DEP Corporation
realized sales of USD 115 million and employed 300 people.
Contacts:
Michael Rolf Fischer, Henkel KGaA, Corporate Communications
Phone: +49-211-797-4191/Fax: +49-211-798-4040
Larry Dennedy, MacKenzie Partners, Inc.
Phone: 212-929-5239/Fax: 212-929-0308
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