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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. 3)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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 ("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. 3. 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 the following:
The last paragraph of the section of the Offer to Purchase
entitled "Certain Information Concerning the Company" is hereby
amended to read in its entirety as follows:
"The Company has advised Purchaser that it does not as a
matter of course disclose estimates or projections as to future
revenues or earnings, and the Estimates were not prepared with a
view to public disclosure or compliance with published guidelines
of the Commission or the American Institute of Certified Public
Accountants for projections. The Estimates have not been
examined, reviewed or compiled by the Company's independent
auditors, and accordingly they have not expressed an opinion or
any other assurance on them. The forecasted information is
included herein solely because such information was furnished to
Parent and Purchaser or its financial advisors. Accordingly, the
inclusion of the Estimates in this Offer should not be regarded
as an indication that Parent or Purchaser or their respective
financial advisors or their respective officers and directors
consider such information to be accurate or reliable, and none of
Parent or Purchaser or their respective financial advisors or
their respective officers and directors assumes any
responsibility for the accuracy or reliability thereof. The
Estimates were prepared for internal use and are subjective in
many respects and thus susceptible to various interpretations and
periodic revision based upon actual experience and business
development. In addition, because the estimates and assumptions
underlying the Estimates are inherently subject to significant
economic and competitive uncertainties and contingencies, which
are difficult or impossible to predict accurately and are beyond
the control of the Company, Parent and Purchaser, there can be no
assurance that the Estimates will be realized or that the
Company's future results will not vary materially from the
Estimates."
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 10, 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
