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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
JULY 13, 1998
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DEP CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-12862 95-2040819
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification)
of incorporation
or organization)
2101 EAST VIA ARADO 90220
RANCHO DOMINGUEZ, CALIFORNIA (Zip Code)
(Address of principal executive
offices)
(310) 764-2200
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. Other Events
On July 13, 1998, DEP Corporation (the "Company") executed an
Agreement and Plan of Merger (the "Merger Agreement") with Henkel KGaA, a
Kemmanditgesellschaft auf Aktien (a partnership limited by shares), organized
under the laws of the Federal Republic of Germany ("Henkel"), and Henkel
Acquisition Corp. II, a Delaware corporation and a wholly-owned subsidiary of
Henkel ("Purchaser"). The Merger Agreement contemplates, among other things,
that, subject to the terms and conditions of the Merger Agreement, Purchaser
will commence a tender offer (the "Offer") to purchase all outstanding shares of
common stock, par value $.01 per share, of the Company (the "Common Stock") at a
price of $5.25 per share, net to the seller in cash. The Offer will be subject
to certain conditions, including the condition (the "Minimum Condition") that
90% of the outstanding shares of the Common Stock on a fully diluted basis shall
have been validly tendered and not withdrawn prior to the expiration of the
Offer. If on the scheduled expiration date of the Offer, (i) the Minimum
Condition is not satisfied and (ii) a majority of the outstanding shares of the
Common Stock on a fully diluted basis shall have been validly tendered and not
withdrawn, the Merger Agreement provides that Purchaser shall either extend the
Offer or amend the Offer to reduce the number of shares of Common Stock sought
pursuant to the Offer and the number of shares of Common Stock needed to satisfy
the Minimum Condition to 49.9% of the outstanding shares of Common Stock on a
fully diluted basis.
The Merger Agreement provides that if the Offer is consummated,
Purchaser will thereafter merge with and into the Company (the "Merger"),
pursuant to which Merger each share of Common Stock will be converted into the
right to receive $5.25 per share in cash. The Merger is conditioned upon, among
other things, the expiration or termination of any applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
closing of the Merger is expected to occur as soon as practicable after the
satisfaction of the conditions thereto set forth in the Merger Agreement,
including stockholder approval, if required. The description of the Merger
Agreement contained herein is qualified in its entirety by reference to the
Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is
incorporated herein by reference.
In connection with the execution and delivery of the Merger Agreement,
Robert H. Berglass, Robert H. Berglass, as Trustee of the Berglass Charitable
Remainder Trust and Judith R. Berglass, as Trustee of the Berglass 1995
Irrevocable Trust, (collectively, the "Berglass Family Stockholders"), which own
an aggregate of 2,161,460 shares of Common Stock, each entered into a
Stockholder Option Agreement with Henkel and Purchaser, pursuant to which, among
other things, the Berglass Family Stockholders have agreed to tender such shares
of Common Stock and have granted to Purchaser an option to purchase such shares
under certain circumstances for $5.25 per share. In addition, the Company
entered into a Stock Option Agreement with Henkel and Purchaser, pursuant to
which the Company granted an option to Purchaser to purchase previously unissued
shares of Common Stock under certain circumstances for $5.25 per share. The
descriptions of the Stockholder Option Agreements and the Stock Option Agreement
contained herein are qualified in their entirety by reference to the Stockholder
Option Agreements and the Stock Option Agreement, copies of which are attached
hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by
reference.
On July 14, 1998, the Company and Henkel issued a press release
relating to the execution of the Merger Agreement. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated July 13, 1998, among Henkel
KGaA, Henkel Acquisition Corp. II and DEP Corporation.
10.1 Stockholder Option Agreement, dated July 13, 1998, among Henkel
KGaA, Henkel Acquisition Corp. II and Robert H. Berglass.
10.2 Stockholder Option Agreement, dated July 13, 1998, among Henkel
KGaA, Henkel Acquisition Corp. II and Robert H. Berglass, as
Trustee of the Berglass Charitable Remainder Trust UDT 7/8/98.
10.3 Stockholder Option Agreement, dated July 13, 1998, among Henkel
KGaA, Henkel Acquisition Corp. II and Judith R. Berglass, as
Trustee of the Berglass 1995 Irrevocable Trust UDT 6/27/95.
10.4 Stock Option Agreement, dated July 13, 1998, among Henkel KGaA,
Henkel Acquisition Corp. II and DEP Corporation.
99.1 Joint Press Release, dated July 14, 1998, issued by Henkel KGaA
and DEP Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DEP CORPORATION
/s/ Robert H. Berglass
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Robert H. Berglass
Chairman of the Board and President
Dated: July 15, 1998
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated July 13, 1998, among
Henkel KGaA, Henkel Acquisition Corp. II and DEP Corporation.
10.1 Stockholder Option Agreement, dated July 13, 1998, among
Henkel KGaA, Henkel Acquisition Corp. II and Robert H.
Berglass.
10.2 Stockholder Option Agreement, dated July 13, 1998, among
Henkel KGaA, Henkel Acquisition Corp. II and Robert H.
Berglass, as Trustee of the Berglass Charitable Remainder
Trust UDT 7/8/98.
10.3 Stockholder Option Agreement, dated July 13, 1998, among
Henkel KGaA, Henkel Acquisition Corp. II and Judith R.
Berglass, as Trustee of the Berglass 1995 Irrevocable Trust
UDT 6/27/95.
10.4 Stock Option Agreement, dated July 13, 1998, among Henkel
KGaA, Henkel Acquisition Corp. II and DEP Corporation.
99.1 Joint Press Release, dated July 14, 1998, issued by Henkel KGaA
and DEP Corporation.