=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 4)
(Final Amendment)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
DEP Corporation
(Name Of Subject Company)
Henkel Acquisition Corp. II
Henkel KGaA
(Bidders)
---------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
233202-40-7
(CUSIP Number of Class of Securities)
---------------
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)
---------------
COPY TO:
William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
=================================================================
<PAGE>
Henkel Acquisition Corp. II ("Purchaser") and Henkel KGaA
("Parent") hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1 originally filed on July 20, 1998, as
previously amended (the "Statement"), with respect to the offer
by Purchaser 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. 4. 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 Parent and
Purchaser with respect to the Shares. Capitalized terms not
defined herein have the meanings assigned thereto in the
Statement.
The Offer expired at 12:00 midnight, New York City time, on
Friday, August 14, 1998. Prior to the expiration of the Offer,
6,467,505 Shares had been tendered pursuant to the Offer
(including 18,300 Shares tendered pursuant to the procedure for
guaranteed delivery). Purchaser, by oral notice to the
Depositary, accepted for payment and thereby purchased all Shares
validly tendered prior to the expiration of the Offer.
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, August 17, 1998, through the purchase by
Purchaser of Shares in the Offer, Purchaser and Parent acquired
beneficial ownership of approximately 6,467,505 Shares, which
constitute approximately 94.1% of the outstanding Shares.
Reference is hereby made to the press release issued by Parent on
August 17, 1998, a copy of which is attached hereto as exhibit
(g)(2).
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Statement is hereby amended and
supplemented by adding thereto the following:
Purchaser hereby confirms, and the second sentence of the
section of the Offer to Purchase entitled "Acceptance for Payment
and Payment for Shares" is amended to read, as follows: "Any
determination concerning the satisfaction of such terms and
conditions will be made by Purchaser in its reasonable judgment
and such determination will be final and binding on all tendering
stockholders."
Item 10 of the Statement is hereby further amended and
supplemented by adding thereto the following:
On August 17, 1998, Parent issued a press release, a copy
of which is included as exhibit (g)(2) hereto and the information
contained therein is incorporated herein by reference.
Page 2 of 7 Pages
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is hereby amended to add the
following exhibit:
(g)(2) Press Release dated August 17, 1998.
Page 3 of 7 Pages
<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: August 17, 1998
HENKEL ACQUISITION CORP. II
by /s/ Ernest G. Szoke
------------------------------
Name: Ernest G. Szoke
Title: President and Secretary
HENKEL KGaA
by /s/ Christoph Kirchner
------------------------------
Name: Christoph Kirchner
Title: VP Affiliated Companies
Cosmetics
by /s/ Petra U. Hammerlein
------------------------------
Name: Petra U. Hammerlein
Title: Senior Counsel
Page 4 of 7 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
- ------- ------------
(g)(2) Press Release dated August 17, 1998.
Page 5 of 7 Pages
FOR IMMEDIATE RELEASE
HENKEL SUCCESSFULLY COMPLETES TENDER OFFER FOR DEP STOCK
DUSSELDORF, GERMANY, August 17, 1998 -- HENKEL KGaA
announced today that its wholly owned subsidiary, Henkel
Acquisition Corp. II, has accepted for payment and made
arrangements to pay for all shares of common stock of DEP
Corporation (NASDAQ SmallCap Market: DEPCC) tendered pursuant to
its friendly tender offer for all outstanding shares of DEP
common stock at $5.25 per share, which expired at 12:00 midnight
, New York City time, on August 14, 1998. Based on a preliminary
count by the depositary, approximately 6,467,505 shares were
tendered (including 18,300 shares tendered by guaranteed
delivery) which constitute approximately 94% of the outstanding
DEP common stock. In accordance with the merger agreement, Henkel
Acquisition Corp. II will merge with and into DEP and each share
not previously purchased in the tender offer (other than shares
held by shareholders who exercise their dissenters' rights) will
be converted into the right to receive $5.25 in cash. It is
anticipated that this "short-form" merger will be consummated
within the next two weeks.
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 6 of 7 Pages
<PAGE>
DEP Corporation is engaged in developing, formulating,
manufacturing, marketing and distributing a wide range of
trademark personal care products. 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
Page 7 of 7 Pages
