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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. 2)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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
Henkelstra(beta)e 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 ("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 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. 2. This amendment 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.
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 good faith judgment
and such determination will be final and binding on all tendering
stockholders."
Purchaser further confirms, and the sections of the Offer
to Purchase entitled "Acceptance for Payment and Payment for
Shares" and "Certain Conditions of the Offer" are hereby amended
to include a final paragraph, as follows: "Notwithstanding
anything to the contrary herein, Purchaser cannot and will not
assert any of the conditions set forth under "Certain Conditions
of the Offer" (other than certain regulatory conditions as, and
to the extent, permitted by applicable rules and regulations of
the Commission) at any time after the Expiration Date."
Page 2 of 3 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 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 3 of 3 Pages
