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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
(Amendment No. 5)
DEP Corporation
(Name Of Issuer)
------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
233202-40-7
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(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)
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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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September 18, 1998
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(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 [ ].
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Page 1 of 5 Pages
Exhibit Index Appears on Page 4
<PAGE>
Henkel Acquisition Corp. II ("Purchaser") and Henkel KGaA
("Parent") hereby amend and supplement their Schedule 13D
originally filed on July 20, 1998, as previously amended (the
"Schedule 13D"), with respect to the Common Stock, par value
$0.01 per share, of DEP Corporation, a Delaware corporation.
Capitalized terms not defined herein have the meanings assigned
thereto in the Schedule 13D.
Item 4. Purpose of Transaction.
and
Item 5. Interest in Securities of the Issuer.
On September 18, 1998, Henkel KGaA issued a press release,
a copy of which is included as Exhibit 99 hereto and the
information contained therein is incorporated herein by this
reference.
Item 7. Material to be filed as Exhibits.
Exhibit 99. Press Release issued by Henkel KGaA on
September 18, 1998.
Page 2 of 5 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: September 18, 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 3 of 5 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
- ------- ------------
99 Press Release dated September 18, 1998.
Page 4 of 5 Pages
Exhibit 99
FOR IMMEDIATE RELEASE
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HENKEL COMPLETES ACQUISITION OF DEP
Dusseldorf, Germany, September 18, 1998 -- HENKEL KGaA announced
that the merger of its wholly-owned subsidiary, Henkel
Acquisition Corp. II, with DEP Corporation (NASDAQ SmallCap
Market: DEPCC) became effective today, completing Henkel's
acquisition of DEP. Under the terms of the merger, all remaining
DEP stockholders will receive $5.25 in cash upon surrender of the
certificates for their shares to a Paying Agent appointed for
that purpose. A Notice of Merger and Letter of Transmittal for
surrendering shares will be mailed to holders of DEP common stock
who did not tender their shares in the tender offer shortly.
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 5 of 5 Pages
