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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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LOCTITE CORPORATION
(NAME OF SUBJECT COMPANY)
LOCTITE CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
0005401371
(CUSIP NUMBER OF CLASS SECURITIES)
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Robert W. Fiondella
Chairman of the Special Committee
of the Board of Directors of
Loctite Corporation
10 Columbus Boulevard
Hartford, Connecticut 06106
(860) 520-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPIES TO:
Stuart Z. Katz, Esq. Eugene F. Miller, Esq.
Fried, Frank, Harris, Shriver & Vice President, Secretary and General
Jacobson Counsel
One New York Plaza Loctite Corporation
New York, New York 10004 10 Columbus Boulevard
(212) 859-8000 Hartford, Connecticut 06106
(860) 520-5000
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, as previously amended
(the "Schedule 14D-9") of Loctite Corporation, a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission on November 18,
1996 with respect to the tender offer made by HC Investments, Inc., a Delaware
corporation ("HCI") and an indirect 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, to purchase all outstanding
Shares at a price per Share of $57.75, net to the seller in cash, without
interest (the "Offer").
Capitalized terms used herein and not defined herein shall have the
meanings ascribed to such terms in the Schedule 14D-9.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7 (a) and (b) of the Schedule 14D-9 is hereby amended and
supplemented by adding at the end thereof the following:
On December 2, 1996, the Chairman of the Special Committee and a
representative of Dillon Read met with the Chief Executive Officer of a
potential bidder (other than the Henkel Group) to discuss certain terms of a
possible transaction. In addition, advisors to the Special Committee are
entering into discussions with this potential bidder's advisors regarding the
terms of a merger agreement in connection with the possible transaction. There
can be no assurance that this potential bidder will submit an acquisition
proposal or that the Special Committee will recommend or that the Board of
Directors will approve any such proposal.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
By: /s/ Robert W. Fiondella
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Robert W. Fiondella
Chairman of the Special Committee
Dated: December 2, 1996