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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(UNDER THE SECURITIES EXCHANGE ACT OF 1934)
DEP Corporation
(Name Of Issuer)
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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
HenkelstraBe 67
D-40191 Dusseldorf
Germany
49-211-797-3362
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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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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July 13, 1998
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 8 Pages
Exhibit Index Appears on Page 8
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<PAGE>
SCHEDULE 13D
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CUSIP No. 233202-40-07 Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Henkel Acquisition Corp. II
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER None
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 2,161,460
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,161,460
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,161,460 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
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CUSIP No. 233202-40-07 Page 3 of 8 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Henkel KGaA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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7 SOLE VOTING POWER
NUMBER None
OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 2,161,460
BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,161,460
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,161,460 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.4%
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14 TYPE OF REPORTING PERSON
CO
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<PAGE>
This Statement is filed in replacement of the Statement
on Schedule 13D filed as part of a combined Schedule 14D-1 and
Schedule 13D (registration no. 5-37948) (the "Combined Schedule
14D-1 and Schedule 13D") by Henkel Acquisition Corp. II, a
Delaware corporation ("Purchaser") and a wholly-owned subsidiary
of Henkel KGaA, a Kommanditgesellschaft auf Aktien (a partnership
limited by shares) organized under the laws of the Federal
Republic of Germany ("Parent"), and Parent with the Securities and
Exchange Commission on July 20, 1998. This Statement relates to
the tender offer by Purchaser to purchase all outstanding Shares
(as defined below) of the Issuer at $5.25 per Share, net to the
seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated July 20, 1998 (the "Offer to
Purchase"), incorporated by reference to Exhibit (a)(1) of the
Combined Schedule 14D-1 and Schedule 13D, and in the related
Letter of Transmittal, incorporated by reference to Exhibit
(a)(2) of the Combined Schedule 14D-1 and Schedule 13D (which
together constitute the "Offer").
ITEM 1. SECURITY AND ISSUER.
The name of the Issuer is DEP Corporation, a Delaware
corporation (the "Issuer"), which has its principal executive
offices at 2101 East Via Arado, Rancho Dominguez, California
90220. The title of the securities to which this Statement
relates is the Issuer's Common Stock, $0.01 par value (the
"Shares"). The information set forth in the "Introduction" of the
Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This Statement is being filed by
Purchaser and Parent. The information set forth in "Section 9.
Certain Information Concerning Purchaser and Parent" of the Offer
to Purchase and in Annex I (Directors and Executive Officers of
Purchaser and Parent) to the Offer to Purchase ("Annex I") is
incorporated herein by reference.
(d)-(e) During the last five years, none of Purchaser,
Parent or, to the best knowledge of Purchaser and Parent, any
executive officer or director of Purchaser or Parent listed in
Annex I (which is incorporated herein by reference) has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person 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 of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in "Section 10. Source and
Amount of Funds" of the Offer to Purchase is incorporated herein
by reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j) The information set forth in the
"Introduction," "Section 7. Certain Effects of the Transaction"
and "Section 12. Purpose of the Offer; The Merger Agreement; The
Stockholder
Page 4 of 8 Pages
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Option Agreements; The Company Option Agreement" of the Offer to
Purchase is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(d) The information set forth in the
"Introduction," "Section 11. Background of the Transaction" and
"Section 12. Purpose of the Offer; The Merger Agreement; The
Stockholder Option Agreements; The Company Option Agreement" of
the Offer to Purchase and in Annex I to the Offer to Purchase is
incorporated herein by reference. Three stockholders of the
Issuer have entered into Stockholder Option Agreements, each
dated as of July 13, 1998, with Purchaser and Parent, pursuant to
which such stockholders (the "Option Grantors") have granted an
irrevocable proxy with respect to the Shares owned by the Option
Grantors to Parent on certain defined matters and an irrevocable
option, exercisable in limited circumstances, with respect to
such Shares to Purchaser. The Stockholder Option Agreements are
described in more detail in Section 12 of the Offer to Purchase.
As a result of the Stockholder Option Agreements, each of
Purchaser and Parent may be deemed to beneficially own, and have
shared voting and dispositive power with respect to, an aggregate
of 2,161,460 Shares (representing approximately 31.4% of the
Shares outstanding on July 13, 1998). However, each of Parent and
Purchaser disclaims beneficial ownership to such Shares, and this
Statement shall not be construed as an admission that either
Parent or Purchaser is the beneficial owner of any securities
covered by this Statement.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The information set forth in the "Introduction,"
"Section 11. Background of the Transaction" and "Section 12.
Purpose of the Offer; The Merger Agreement; The Stockholder
Option Agreements; The Company Option Agreement" of the Offer to
Purchase is incorporated herein by reference.
Page 5 of 8 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) * Offer to Purchase.
(2) * Letter of Transmittal.
(3) * Notice of Guaranteed Delivery.
(4) * Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(5) * Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(6) * Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(7) * Text of Joint Press Release dated July 14, 1998,
issued by Parent and the Issuer.
(8) * Text of Press Release dated July 20, 1998 issued by
Purchaser.
(9) * Form of Summary Advertisement dated July 20, 1998.
(10) * Agreement and Plan of Merger, dated as of July 13,
1998, among Parent, Purchaser and the Issuer.
(11) * Stockholder Option Agreement, dated July 13, 1998, among Parent,
Purchaser and Robert H. Berglass.
(12) * Stockholder Option Agreement, dated July 13, 1998,
among Parent, Purchaser and Robert H. Berglass, as
Trustee of the Berglass Charitable Remainder Trust UDT 7/8/98.
(13) * Stockholder Option Agreement, dated July 13, 1998,
among Parent, Purchaser and Judith R. Berglass, as
Trustee of the Berglass 1995 Irrevocable Trust UDT 6/27/95.
(14) * Stock Option Agreement, dated July 13, 1998, among
Parent, Purchaser and the Issuer.
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* Incorporated by reference to combined Schedule 14D-1 and Schedule 13D
(registration no. 5-37948) filed on July 20, 1998.
Page 6 of 8 Pages
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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: August 6, 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 7 of 8 Pages
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
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(1) * Offer to Purchase.
(2) * Letter of Transmittal.
(3) * Notice of Guaranteed Delivery.
(4) * Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(5) * Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(6) * Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(7) * Text of Joint Press Release dated July 14, 1998,
issued by Parent and the Issuer.
(8) * Text of Press Release dated July 20, 1998 issued by
Purchaser.
(9) * Form of Summary Advertisement dated July 20, 1998.
(10) * Agreement and Plan of Merger, dated as of July 13,
1998, among Parent, Purchaser and the Issuer.
(11) * Stockholder Option Agreement, dated July 13, 1998, among
Parent, Purchaser and Robert H. Berglass.
(12) * Stockholder Option Agreement, dated July 13,
1998, among Parent, Purchaser and Robert H.
Berglass, as Trustee of the Berglass Charitable
Remainder Trust UDT 7/8/98.
(13) * Stockholder Option Agreement, dated July 13,
1998, among Parent, Purchaser and Judith R.
Berglass, as Trustee of the Berglass 1995
Irrevocable Trust UDT 6/27/95.
(14) * Stock Option Agreement, dated July 13, 1998,
among Parent, Purchaser and the Issuer.
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* Incorporated by reference to combined Schedule 14D-1 and Schedule 13D
(registration no. 5-37948) filed on July 20, 1998.
Page 8 of 8 Pages
