SEC Info - HC Investments Inc, et al. - SC 14D1 - Loctite Corp, et al. - On 11/6/96

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HC Investments Inc, et al. · SC 14D1 · Loctite Corp, et al. · On 11/6/96 · EX-99.(A)(1)

Filed On 11/6/96 · SEC Files 5-30426 (SC 13D/A), 5-30426 · Accession Number 912057-96-24773

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

11/06/96  HC Investments Inc                SC 14D1               15:214  Loctite Corp                      912057
          HC Investments Inc                                              Loctite Corp

Tender-Offer Statement -- Third-Party Tender Offer · Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1     Tender-Offer Statement -- Third-Party Tender Offer     8     41K 
 2: EX-99.(A)(1)  Exhibit (A)(1)-Offer to Purchase                    56    314K 
 3: EX-99.(A)(2)  Exhibit (A)(2)-Lot                                  12     66K 
 4: EX-99.(A)(3)  Exhibit (A)(3)-Notice of Guarantee Delivery          2     17K 
 5: EX-99.(A)(4)  Exhibit (A)(4)-Broker Letter                         4     19K 
 6: EX-99.(A)(5)  Exhibit (A)(5)-Client Letter                         3     18K 
 7: EX-99.(A)(6)  Exhibit (A)(6)-Tax Guidelines                        5±    20K 
 8: EX-99.(A)(7)  Exhibit (A)(7)-Press Release                         2±    12K 
 9: EX-99.(A)(8)  Exhibit (A)(8)-Form of Summary Advertisement         4±    25K 
10: EX-99.(B)   Exhibit (B)-Commitment Ltr                             2     12K 
11: EX-99.(C)(1)  Exhibit (C)(1)-Stock Purchase Agreement/5-23-85     15     37K 
12: EX-99.(C)(2)  Exhibit (C)(2)-Agreement/1-31-92                     6     31K 
13: EX-99.(C)(3)  Exhibit (C)(3)-Acknldgmt of Loctite/2-4-92           1      9K 
14: EX-99.(C)(4)  Exhibit (C)(4)-Investment Agmnt/4-14-94             21     88K 
15: EX-99.(C)(5)  Exhibit (C)(5)-Rights Agreement/4-14-94             73    276K

EX-99.(A)(1) · Exhibit (A)(1)-Offer to Purchase
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Acceptance for Payment and Payment Analysis of Rothschild as Financial Advisor to Parent Appraisal Rights Background to the Offer Backup Withholding Certain Conditions of the Offer Certain Effects of the Offer Certain Information Concerning Parent and Purchaser Certain Information Concerning the Company Certain Legal Matters Certain U.S. Federal Income Tax Consequences Dividends and Distributions Fairness of the Offer Fees and Expenses Interests of Certain Persons; Stockholdings of Certain Officers and Directors; and Related Transactions Introduction Minimum Tender Condition Miscellaneous Price Range of the Shares; Dividends Procedure for Tendering Shares Purpose and Structure of the Offer; Plans for the Company After the Offer Rights Condition Section 262 Source and Amount of Funds Special Factors State Takeover Laws Summary of Certain Significant Differences Between German and U.S. GAAP Tender Offer, The Terms of the Offer The Tender Offer Withdrawal Rights
1	1st Page
4	Introduction
"	Minimum Tender Condition
5	Rights Condition
7	Special Factors
"	Background to the Offer
14	Analysis of Rothschild as Financial Advisor to Parent
17	Fairness of the Offer
"	Purpose and Structure of the Offer; Plans for the Company After the Offer
19	Interests of Certain Persons; Stockholdings of Certain Officers and Directors; and Related Transactions
"	Certain U.S. Federal Income Tax Consequences
20	Appraisal Rights
23	The Tender Offer
"	Terms of the Offer
24	Procedure for Tendering Shares
26	Backup Withholding
27	Withdrawal Rights
"	Acceptance for Payment and Payment
29	Price Range of the Shares; Dividends
"	Certain Effects of the Offer
30	Certain Information Concerning the Company
32	Certain Information Concerning Parent and Purchaser
33	Summary of Certain Significant Differences Between German and U.S. GAAP
34	Source and Amount of Funds
"	Dividends and Distributions
35	Certain Conditions of the Offer
39	Certain Legal Matters
"	State Takeover Laws
41	Fees and Expenses
42	Miscellaneous
52	Section 262

EX-99.(A)(1) 1st Page of 56 TOC Top Previous Next Bottom Just 1st
 Sponsored Ads...







OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)

    OF
LOCTITE CORPORATION 
AT
$57.75 NET PER SHARE
BY
HC INVESTMENTS, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
HENKEL KGAA 

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, 
ON MONDAY, JANUARY 6, 1997, UNLESS THE OFFER IS EXTENDED. 

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY      
TENDERED (AND NOT WITHDRAWN) PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES OF COMMON STOCK ("SHARES") OF LOCTITE CORPORATION (THE "COMPANY") THAT   
WOULD, WHEN AGGREGATED WITH THE SHARES ALREADY OWNED BY HC INVESTMENTS, INC.    
("PURCHASER"), REPRESENT AT LEAST A MAJORITY OF ALL OUTSTANDING SHARES ON A     
FULLY DILUTED BASIS ON THE DATE OF PURCHASE AND (II) PURCHASER REMAINING        
SATISFIED THAT THE OFFER CONSTITUTES A "PERMITTED OFFER" UNDER THE COMPANY'S    
RIGHTS AGREEMENT AND THAT THE RIGHTS WILL NOT BECOME EXERCISABLE (OR BE         
ADJUSTED) UPON CONSUMMATION OF, OR OTHERWISE ARE INAPPLICABLE TO, THE OFFER AND 
THE SECOND STEP MERGER (DESCRIBED HEREIN) (THE "RIGHTS CONDITION"). THE OFFER IS
SUBJECT TO OTHER TERMS AND CONDITIONS. SEE "THE TENDER OFFER--CERTAIN CONDITIONS
OF THE OFFER."                                                                  

PURCHASER CURRENTLY OWNS 11,208,224 SHARES, REPRESENTING APPROXIMATELY 35.0% OF 
THE OUTSTANDING SHARES AND APPROXIMATELY 34.4% OF THE OUTSTANDING SHARES ON A   
FULLY DILUTED BASIS.                                                            

HENKEL KGAA ("PARENT") AND PURCHASER ARE SEEKING TO NEGOTIATE WITH THE COMPANY  
THE ACQUISITION OF THE COMPANY BY PURCHASER. PURCHASER RESERVES THE RIGHT       
(SUBJECT TO APPLICABLE LAW) TO AMEND THE OFFER, INCLUDING BY SHORTENING THE     
PERIOD THE OFFER IS TO REMAIN OPEN AND CAUSING THE OFFER TO EXPIRE ON A DATE    
PRIOR TO MONDAY, JANUARY 6, 1997, IF PURCHASER DETERMINES THAT IT IS NOT        
NECESSARY FOR THE OFFER TO REMAIN OPEN UNTIL SUCH DATE IN ORDER FOR THE RIGHTS  
CONDITION TO BE SATISFIED.                                                      

------------------------

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND     
EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION PASSED UPON THE   
FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE 
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS   
UNLAWFUL.                                                                       

------------------------

THE DEALER MANAGER FOR THE OFFER IS:
ROTHSCHILD INC. 

EX-99.(A)(1) 2nd Page of 56 TOC 1st Previous Next Bottom Just 2nd

IMPORTANT 

   Any stockholder desiring to tender all or any portion of such stockholder's
Shares should either (i) complete and sign the Letter of Transmittal (or a      
facsimile thereof) in accordance with the instructions in the Letter of         
Transmittal, have such stockholder's signature thereon guaranteed if required by
Instruction 1 to the Letter of Transmittal, mail or deliver the Letter of       
Transmittal (or such manually signed facsimile), or, in the case of a book-entry
transfer effected pursuant to the procedure set forth under "THE TENDER         
OFFER--Procedure for Tendering Shares," an Agent's Message (as defined herein), 
and any other required documents to the Depositary and either deliver the       
certificates for such Shares to the Depositary along with the Letter of         
Transmittal (or a manually signed facsimile thereof) or deliver such Shares     
pursuant to the procedure for book-entry transfer set forth under "THE TENDER   
OFFER--Procedure for Tendering Shares" or (ii) request such stockholder's       
broker, dealer, commercial bank, trust company or other nominee to effect the   
transaction for such stockholder. Any stockholder having Shares registered in   
the name of a broker, dealer, commercial bank, trust company or other nominee   
must contact such broker, dealer, commercial bank, trust company or other       
nominee if such stockholder desires to tender such Shares.                      

If a stockholder desires to tender Shares and such stockholder's        
certificates for Shares are not immediately available or the procedure for      
book-entry transfer cannot be completed on a timely basis, or time will not     
permit all required documents to reach the Depositary prior to the expiration of
the Offer, such stockholder's tender may be effected by following the procedure 
for guaranteed delivery set forth under "THE TENDER OFFER--Procedure for        
Tendering Shares."                                                              

Questions and requests for assistance may be directed to the Information
Agent or to the Dealer Manager at their respective addresses and telephone      
numbers set forth on the back cover of this Offer to Purchase. Additional copies
of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed  
Delivery and other related materials may be obtained from the Information Agent 
or from brokers, dealers, commercial banks and trust companies.                 

------------------------

NOVEMBER 6, 1996                                                                

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TABLE OF CONTENTS 

                                                        · Enlarge/Download Table

                                                                                                            PAGE
                                                                                                            ----
                                                                                                                
INTRODUCTION...............................................................................................    1
SPECIAL FACTORS............................................................................................    4
  Background to the Offer..................................................................................    4
  Analysis of Rothschild as Financial Advisor to Parent....................................................   11
  Fairness of the Offer....................................................................................   14
  Purpose and Structure of the Offer; Plans for the Company After the Offer................................   14
  Interests of Certain Persons; Stockholdings of Certain Officers and Directors;                                
    and Related Transactions...............................................................................   16
  Certain U.S. Federal Income Tax Consequences.............................................................   16
  Appraisal Rights.........................................................................................   17
THE TENDER OFFER...........................................................................................   20
  Terms of the Offer.......................................................................................   20
  Procedure for Tendering Shares...........................................................................   21
  Withdrawal Rights........................................................................................   24
  Acceptance for Payment and Payment.......................................................................   24
  Price Range of the Shares; Dividends.....................................................................   26
  Certain Effects of the Offer.............................................................................   26
  Certain Information Concerning the Company...............................................................   27
  Certain Information Concerning Parent and Purchaser......................................................   29
  Source and Amount of Funds...............................................................................   31
  Dividends and Distributions..............................................................................   31
  Certain Conditions of the Offer..........................................................................   32
  Certain Legal Matters....................................................................................   36
  Fees and Expenses........................................................................................   38
  Miscellaneous............................................................................................   39

Schedule I  -- Directors and Executive Officers of Purchaser and Parent and Interests of Such Persons in        
              the Company                                                                                       
Schedule II  -- Share Purchases by Purchaser Since January 1, 1994                                              
Annex I    -- Section 262 of the General Corporation Law of the State of Delaware                               

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To the Holders of Common Stock                                                  
of Loctite Corporation:                                                     

INTRODUCTION

  HC Investments, Inc., a Delaware corporation ("PURCHASER") 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 ("PARENT"), hereby offers to purchase all outstanding shares of      
Common Stock, par value $0.01 per share ("SHARES"), of Loctite Corporation, a   
Delaware corporation (the "COMPANY" or "LOCTITE"), including the associated     
common stock purchase rights (the "RIGHTS") issued pursuant to the Rights       
Agreement (the "RIGHTS AGREEMENT"), dated as of April 14, 1994, between the     
Company and The First National Bank of Boston, as Rights Agent, and all benefits
that may inure to holders thereof, for a purchase price of $57.75 per share (the
"OFFER PRICE"), net to the seller in cash, without interest thereon, upon the   
terms and subject to the conditions set forth in this Offer to Purchase and in  
the related Letter of Transmittal (which, together with any amendments or       
supplements hereto or thereto, collectively constitute the "OFFER").            

Unless the context otherwise requires, all references to Shares shall   
include the associated Rights. Based upon publicly available information,       
Purchaser believes that, as of the date of this Offer to Purchase, the Rights   
are attached to the Shares and are not separately transferable or exercisable   
and, as discussed below, will not become so by reason of the Offer by Purchaser.
See the discussion under "Rights Condition" below and "SPECIAL                  
FACTORS--Background to the Offer."                                              

    Purchaser expects the Board of Directors of Loctite (the "LOCTITE BOARD") to
declare a dividend (the "QUARTERLY DIVIDEND") to holders of record of Shares on 
a date (the "RECORD DATE") prior to the Expiration Date (as defined herein).    
Holders of record of Shares on the Record Date will be entitled to receive the  
Quarterly Dividend whether or not they tender their Shares pursuant to the      
Offer, and, as long as the amount of the Quarterly Dividend does not exceed     
$.30, no adjustment will be made to the Offer Price or to any other terms of the
Offer as a result of the payment of the Quarterly Dividend to such stockholders.
The members of the Loctite Board are referred to herein as "LOCTITE DIRECTORS." 
See "THE TENDER OFFER--Dividends and Distributions."                            

Following consummation of the Offer, Purchaser currently intends to take
such steps as are necessary to take control of the Loctite Board and thereafter 
to have the Company consummate a merger (the "SECOND STEP MERGER") with         
Purchaser or another direct or indirect subsidiary of Parent in accordance with 
the relevant provisions of the General Corporation Law of the State of Delaware 
(the "DGCL"). Although Purchaser intends to take such steps promptly, no        
assurance can be given as to when Purchaser will be able to cause the Second    
Step Merger to be consummated. In the Second Step Merger, each Share not        
tendered into the Offer will be converted into the right to receive an amount in
cash equal to the Offer Price. If Purchaser owns at least 90% of the outstanding
Shares, Purchaser would have the ability to consummate the Second Step Merger   
without a meeting or vote of the Loctite Board or of the stockholders of the    
Company pursuant to the "short form" merger provisions of the DGCL. See "SPECIAL
FACTORS--Purpose and Structure of the Offer; Plans for the Company After the    
Offer."                                                                         

For the reasons described below under "SPECIAL FACTORS--Fairness of the 
Offer," Purchaser and Parent believe the Offer is fair to holders of Shares     
other than Purchaser. To the knowledge of Purchaser, as of the date of this     
Offer to Purchase, the Loctite Board has not yet taken a position with respect  
to the Offer. Each stockholder should make its own determination as to whether  
to accept or reject the Offer.                                                  

    The Offer is subject to the fulfillment of a number of conditions including,
without limitation, the following:                                              

    MINIMUM TENDER CONDITION.  THE OFFER IS CONDITIONED UPON THERE BEING VALIDLY
TENDERED (AND NOT WITHDRAWN) PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES 
THAT WOULD, WHEN AGGREGATED WITH THE SHARES ALREADY OWNED BY PURCHASER,         
REPRESENT AT LEAST A MAJORITY OF ALL OUTSTANDING SHARES ON                      

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A FULLY DILUTED BASIS ON THE DATE OF PURCHASE (THE "MINIMUM TENDER CONDITION"). 

According to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 (the "COMPANY'S FORM 10-Q"), filed with the Securities and  
Exchange Commission (the "COMMISSION"), there were 32,020,388 Shares issued and 
outstanding as of June 30, 1996. In addition, according to the Company's Annual 
Report on Form 10-K for the fiscal year ended December 31, 1995 (the "COMPANY'S 
FORM 10-K"), as of December 31, 1995, options to purchase 606,870 Shares were   
outstanding. Based on the foregoing and assuming no subsequent issuance or      
repurchase of Shares, Purchaser believes that the number of shares outstanding  
on a fully diluted basis (the "FULLY DILUTED SHARES") is 32,627,258. The        
percentages of Shares used herein are based on the information contained in the 
Company's Form 10-Q, the Company's Form 10-K and other public documents filed by
the Company with the Commission. According to the Company's Form 10-K, there    
were 3,869 record holders of Shares on February 29, 1996.                       

 Purchaser owns 11,208,224 shares, representing approximately 35.0% of the
outstanding shares and approximately 34.4% of the Fully Diluted Shares.         
Accordingly, assuming the information set forth in the preceding paragraph      
accurately reflects the number of Fully Diluted Shares, the Minimum Tender      
Condition will be satisfied if at least 5,105,406 Shares are validly tendered   
and not withdrawn prior to the Expiration Date.                                 

RIGHTS CONDITION. THE OFFER ALSO IS CONDITIONED UPON PURCHASER REMAINING
SATISFIED THAT THE OFFER CONSTITUTES A "PERMITTED OFFER" UNDER THE RIGHTS       
AGREEMENT AND THAT THE RIGHTS WILL NOT BECOME EXERCISABLE (OR BE ADJUSTED) UPON 
CONSUMMATION OF, OR OTHERWISE ARE INAPPLICABLE TO, THE OFFER AND THE SECOND STEP
MERGER (THE "RIGHTS CONDITION").                                                

Under the Rights Agreement, a "Permitted Offer" is defined to include a 
tender or exchange offer for all outstanding Shares EITHER "(A) which is at a   
price and on terms determined, prior to the purchase of shares under such tender
or exchange offer, by at least (i) a majority of the [Loctite Directors who are 
neither officers or employees of the Company nor affiliates, associates or      
representatives of any person attempting to effect a business combination with  
the Company] and (ii) a majority of all of the members of the [Loctite Board],  
to be adequate (taking into account all factors that such directors deem        
relevant) and otherwise in the best interests of the [Company], its stockholders
and its other relevant constituencies (other than the Person or any Affiliate or
Associate thereof on whose basis the offer is being made) taking into account   
all factors that such directors may deem relevant OR (B) (i) which remains open 
for a period of at least 60 days after the tender or exchange offer has         
commenced and (ii) the consummation of which results in the Person on whose     
basis the tender or exchange offer is made becoming the Beneficial Owner of more
than 50% of the outstanding [Shares]." (Emphasis added.) Purchaser believes     
that, under the terms of the Rights Agreement, assuming satisfaction of the     
Minimum Tender Condition, the Offer will constitute a "Permitted Offer," that   
neither the commencement nor consummation of the Offer will cause the Rights to 
detach from the Shares or become separately transferable or exercisable, that   
the consummation of the Offer will not cause the Rights to be adjusted under    
Section 11 of the Rights Agreement and that the Rights will expire without      
adjustment upon consummation of the Second Step Merger. Accordingly, Purchaser  
believes the Rights Condition will be satisfied without further action by the   
Company and without approval of the Loctite Board. No assurance can be given,   
however, that the Company or any other person will not take the position that   
the Rights Agreement does not operate in the manner described above. Purchaser  
expects that it would challenge any such position and nothing in this Offer to  
Purchase nor any action taken in connection herewith is intended as a waiver of 
that right.                                                                     

Parent and Purchaser are seeking to negotiate with the Company the      
acquisition of the Company by Purchaser. Purchaser reserves the right (subject  
to applicable law, including Rule 14e-1 under the Securities Exchange Act of    
1934, as amended (the "EXCHANGE ACT")) to amend the Offer, including by         
shortening the period the Offer is to remain open and causing the Offer to      
expire on a date prior to                                                       

2 

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Monday, January 6, 1997, if Purchaser determines that it is not necessary for   
the Offer to remain open until such date in order for the Rights Condition to be
satisfied. In that connection, Purchaser intends, if negotiations proceed, to   
ask the Loctite Board to approve the Offer in the manner required for it to     
constitute a "Permitted Offer" without regard to the time it remains open.      

Certain other conditions to the Offer are described in "THE TENDER      
OFFER--Terms of the Offer," "--Procedure for Tendering Shares," "--Acceptance   
for Payment and Payment" and "--Certain Conditions of the Offer." Purchaser     
reserves the right (but shall not be obligated to) waive any or all such        
conditions.                                                                     

Tendering stockholders will not be obligated to pay brokerage fees or   
commissions or, except as set forth in Instruction 6 of the Letter of           
Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer.    
Purchaser will pay all fees and expenses of Rothschild Inc. ("ROTHSCHILD"),     
which is acting as Dealer Manager (the "DEALER MANAGER"), Citibank, N.A., which 
is acting as the Depositary (the "DEPOSITARY"), and MacKenzie Partners, Inc.,   
which is acting as Information Agent (the "INFORMATION AGENT"), incurred in     
connection with the Offer. See "THE TENDER OFFER--Fees and Expenses."           

THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN     
IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH      
RESPECT TO THE OFFER.                                                           

3 

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SPECIAL FACTORS 

BACKGROUND TO THE OFFER                                                         

INITIAL SHARE PURCHASES.  In 1985, Henkel Corporation, a subsidiary of  
Henkel of America, Inc. and an indirect wholly-owned subsidiary of Parent,      
purchased, with the approval of the Company, approximately 25.01% of the then   
outstanding Shares from certain members of the Krieble family in order to make a
minority investment in the Company (the "INITIAL PURCHASE"). The Initial        
Purchase was effected pursuant to a Stock Purchase Agreement, dated as of May   
23, 1985, as amended October 11, 1985 (the "INITIAL PURCHASE AGREEMENT"). In    
connection with the Initial Purchase, Henkel Corporation obtained a right of    
first refusal from such members of the Krieble family with respect to additional
Shares then owned by them representing approximately 14% of the then outstanding
Shares (the "RIGHT OF FIRST REFUSAL"). Pursuant to the Initial Purchase         
Agreement, the Right of First Refusal is, and will continue, in effect until May
23, 1998. In January, 1992, Frederick B. Krieble, one of the members of the     
Krieble family who was party to the Initial Purchase Agreement and subject to   
the Right of First Refusal, transferred all of his Shares to Theta II Limited   
("THETA II"), a personal holding company organized under the laws of The Turks  
and Caicos Islands wholly owned by Mr. Krieble. In connection with this         
transfer, Henkel Corporation entered into an Agreement (the "THETA II           
AGREEMENT"), dated as of January 31, 1992, with Mr. Krieble and Theta II,       
pursuant to which, among other things, Theta II agreed to be bound by the Right 
of First Refusal with respect to the Shares transferred to it. The transfer and 
the continued applicability of the Right of First Refusal were acknowledged by  
the Company on February 4, 1992 (the "THETA II ACKNOWLEDGMENT"). The foregoing  
summary of the Initial Purchase Agreement, the Theta II Agreement and the Theta 
II Acknowledgment is qualified by reference to the copies of such agreements    
included as Exhibits (c)(1), (c)(2) and (c)(3) to the Schedule 14D-1 filed by   
Purchaser and Parent on November 6, 1996 and which are incorporated by reference
herein.                                                                         

   In 1989, Henkel Corporation transferred all Shares held by it to Purchaser,
a holding company established to hold certain investments previously held by    
Henkel Corporation. As used herein, the term "HENKEL GROUP" shall mean Parent,  
Henkel Corporation and Purchaser, collectively.                                 

 During the nearly 11 years since the Initial Purchase, Henkel Corporation
and, since 1989, Purchaser have acquired additional Shares in a number of       
transactions (including purchases pursuant to the Right of First Refusal).      
Purchaser currently owns 11,208,224 Shares, representing approximately 35.0% of 
the outstanding Shares. Purchaser believes, based on publicly available         
information concerning the holdings of the members of the Krieble family, that, 
subject to the 1994 Agreement (defined below) and the Rights Agreement,         
Purchaser and/or Henkel Corporation still has a Right of First Refusal with     
respect to approximately 5.2% of the currently outstanding Shares. Schedule II  
to this Offer to Purchase sets forth the purchases of Shares by Purchaser and   
the purchase price for each purchase during the period since January 1, 1994.   
Certain executive officers and directors of Parent and its affiliates           
beneficially own, in the aggregate, 5,860 Shares. Schedule I to this Offer to   
Purchase sets forth the amount and nature of such beneficial ownership for each 
such person. For further information concerning Purchaser's interests in        
Loctite, see "--Interests of Certain Persons; Stockholdings of Certain Officers 
and Directors; and Related Transactions" below.                                 

Purchaser understands that the Company undertook a repurchase program in
1995 to repurchase up to 3,350,000 Shares, which the Company has announced has  
been completed. According to the Company's Form 10-K, the Company repurchased   
1.8 million Shares in 1995 for a total of $84.3 million and expended an         
additional $7.0 million in 1995 and $7.1 million in 1994 in connection with the 
systematic repurchase of Shares for the Company's employee benefit plans. In    
addition, according to the Company's Form 10-Q, the Company completed its       
repurchase program by repurchasing 1.58 million Shares for $82.1 million during 
the first six months of 1996.                                                   

    THE 1994 AGREEMENT AND THE RIGHTS AGREEMENT.  In connection with the Initial
Purchase, Henkel of America, Inc. entered into an investment agreement with the 
Company, which was subsequently replaced by a new agreement, dated as of April  
14, 1994, among the Henkel Group and the Company (the "1994                     

4 

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AGREEMENT"). In connection with the 1994 Agreement, the Company adopted the     
stockholder rights plan embodied in the Rights Agreement. The following summary 
of the 1994 Agreement and the Rights Agreement is qualified by reference to the 
copies of such agreements included as Exhibits (c)(4) and (c)(5) to the Schedule
14D-1 filed by Parent and Purchaser on November 6, 1996 and which are           
incorporated by reference herein.                                               

 Pursuant to the 1994 Agreement, so long as the Henkel Group owns at least
10% of the outstanding Shares, the Company is prohibited from (i) adopting any  
stockholder rights plan or similar device that does not contain substantially   
the same terms and conditions as those set forth in the Rights Agreement and    
(ii) adopting, amending, modifying, waiving, terminating or invalidating any    
provision of the Rights Agreement, any similar rights plan or the Company's     
certificate of incorporation or by-laws in any way which would adversely affect 
the rights of the Henkel Group under the Rights Agreement.                      

  Under the 1994 Agreement, the Company must (subject to certain exceptions)
give the Henkel Group notice of, and a reasonable opportunity to present its    
views on, (i) any proposed adoption, amendment, modification, waiver,           
termination or invalidation by the Company of any provision of the Rights       
Agreement, any similar rights plan, the Company's certificate of incorporation  
or by-laws not otherwise prohibited by the provisions described in the preceding
paragraph and (ii) any proposed issuance by the Company of additional Shares    
(subject to certain exceptions).                                                

Under the 1994 Agreement, the Henkel Group shall not, directly or       
indirectly, seek to (i) amend, modify, waive, terminate or invalidate any       
provision of the Rights Agreement or similar rights plan or (ii) redeem or      
exchange the rights under the Rights Agreement, in either case, unless a        
majority of the outside directors of the Company consents to such action. Under 
the 1994 Agreement, the Henkel Group will (subject to certain exceptions) give  
the Company notice of, and a reasonable opportunity to present its views on, any
proposed solicitation of proxies in opposition to any proposal recommended by   
the Loctite Board or to remove any director on the Loctite Board.               

    Under the 1994 Agreement, the Loctite Board was expanded from ten members to
twelve members. The Company may not expand or reduce the size of the Loctite    
Board without the Henkel Group's prior written consent.                         

 Under the 1994 Agreement, the Henkel Group is entitled to recommend three
persons to serve as Loctite Directors at any time that it owns at least 25% of  
the outstanding Shares; two persons at any time that it owns between 15% and 25%
of the outstanding Shares; and one person at any time that it owns between 10%  
and 15% of the outstanding Shares. The Henkel Group is not entitled to recommend
Loctite Directors at any time that it owns less than 10% of the outstanding     
Shares. Such recommendations are subject to the approval of a majority of all of
the Loctite Directors, which approval shall not be unreasonably withheld. The   
1994 Agreement also included the parties' understanding that such approval would
not be anticipated to be withheld unless the Henkel Group recommended an        
executive from its adhesives business or someone whose membership on the Loctite
Board would be a violation of law. Pursuant to these provisions, Roman Dohr,    
Christoph Henkel and Jochen Krautter, none of whom is a current executive of the
adhesives business of the Henkel Group, are currently serving as Loctite        
Directors.                                                                      

  Under the 1994 Agreement, at least one Loctite Director recommended by the
Henkel Group shall be a member of any key committee of the Loctite Board that   
has up to four members, and at least two Loctite Directors recommended by the   
Henkel Group shall be members of any key committee of the Loctite Board that has
five or more members. Pursuant to these provisions, Mr. Dohr serves as a member 
and Chairman, and Mr. Henkel and Mr. Krautter serve as members, of the Audit and
Finance Committee; Dr. Krautter serves as a member of the Committee on Human    
Resources; and Mr. Henkel serves as a member of the Committee on Board Affairs. 

Under the 1994 Agreement and the Rights Agreement, the Henkel Group may 
beneficially own up to 35% of the outstanding Shares, subject to adjustment     
under certain circumstances (the "HENKEL GROUP                                  

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PERCENTAGE"). The Henkel Group may own more than the Henkel Group Percentage    
pursuant to the "Permitted Offer" provisions of the Rights Agreement described  
below.                                                                          

  Under the 1994 Agreement, the Henkel Group's Right of First Refusal, which
expires on May 23, 1998, may be exercised by the Henkel Group so long as,       
following such exercise, the Henkel Group owns less than the Henkel Group       
Percentage. After the Henkel Group has reached the Henkel Group Percentage or if
the Henkel Group declines to exercise the Right of First Refusal, the Henkel    
Group will assign the right to exercise the Right of First Refusal on the Shares
being offered to Loctite. If neither the Henkel Group nor the Company exercises 
the right of first refusal with respect to Shares being offered in an amount    
equal to 3% or more of the outstanding Shares, the Henkel Group and the Company 
would use their respective reasonable best efforts to cause the Shares being    
offered to be distributed as widely as practicable.                             

In connection with the adoption of the Rights Agreement, the Company    
declared a dividend distribution of one Right for each then outstanding Share   
and for each Share issued thereafter until such time as separate Rights         
certificates are distributed or the Rights are redeemed or expire. Initially,   
the Rights are attached to the Shares and are not exercisable. The Rights       
separate from the Shares and become exercisable upon the earlier of (i)(A) the  
first date of public announcement that a person or group has become the         
beneficial owner of 10% or more of the Company's outstanding Shares (other than 
as a result of a "Permitted Offer") or (B) a person or group that was a         
"Grandfathered Stockholder" (as such term is defined in the Rights Agreement) no
longer qualifies as such and, at that time, the person or group is the          
beneficial owner of 10% or more of the outstanding Shares or (ii) ten days      
following commencement of a tender or exchange offer that would result in       
beneficial ownership of 10% or more of the outstanding Shares (other than a     
"Permitted Offer"). Upon separation of the Rights, each right will then entitle 
the holder to buy one Share. Under Section 11 of the Rights Agreement, in the   
event that any person (other than a Grandfathered Stockholder) acquires 10% or  
more of the outstanding Shares (other than pursuant to a "Permitted Offer"), the
Rights adjust and each holder of a Right becomes entitled to purchase Shares    
having a value equal to two times the exercise price of the Right. If the       
Company is acquired in a merger (other than a merger following a "Permitted     
Offer" at the same price and for the same form of consideration paid in the     
"Permitted Offer"), the Rights adjust and each holder of a Right will become    
entitled to purchase stock of the acquiror having a value equal to two times the
exercise price of the Right. Under the Rights Agreement, certain stockholders   
are "grandfathered." Generally, Henkel Corporation and its affiliates have the  
ability to own up to 35% of the Shares. If any "Grandfathered Stockholder"      
exceeds its permitted percentage, or acquires the Company in a merger (other    
than as set forth above), the adjustments described above would be triggered.   
The Company has the right to redeem the Rights at $.01 per Right prior to the   
time they become exercisable. The Rights will expire (i) on April 14, 2004, (ii)
in connection with a second-step merger satisfying certain criteria relating to 
the amount and form of consideration involving an acquisition of the Company    
following a "Permitted Offer" or (iii) upon redemption of the Rights by the     
Company.                                                                        

Thus, under the Rights Agreement, a person generally is permitted to own
more than 10%, and the Henkel Group is permitted to own more than the Henkel    
Group Percentage, of outstanding Shares without triggering the Rights only      
pursuant to a "Permitted Offer"--a tender or exchange offer for all outstanding 
Shares which meets either of the following conditions: (i) such offer is at a   
price and on terms determined by at least a majority of the Loctite Directors   
who are neither officers or employees of the Company nor affiliates, associates 
or representatives of any person attempting to effect a business combination and
a majority of all of the members of the Loctite Board to be adequate and        
otherwise in the best interests of the Company; OR (ii) such offer remains open 
for a period of at least 60 days after the tender or exchange offer has         
commenced and the consummation of which results in the offeror becoming the     
beneficial owner of more than 50% of the outstanding Shares. Purchaser believes 
that, assuming satisfaction of the Minimum Tender Condition, the Offer satisfies
the second of these provisions of the Rights Agreement and, therefore,          
constitutes a "Permitted Offer." Accordingly, neither the commencement nor      
consummation of the Offer will cause the Rights to detach from the Shares or    
become separately                                                               

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transferable or exercisable, and neither the purchase of Shares pursuant to the 
Offer nor the consummation of the Second Step Merger will trigger the Rights.   

    Except as described herein, the Henkel Group is not restricted or prohibited
from transferring its Shares. Under the 1994 Agreement and the Rights Agreement,
the Henkel Group may transfer a portion or all of their Shares to any person    
who, as a result of such transfer, would own more than 10% of the outstanding   
Shares only if (i) a majority of the unaffiliated Loctite Directors in their    
business judgment have not determined that beneficial ownership by such person  
of 10% or more of the outstanding Shares would be reasonably likely to          
materially adversely affect the Company or its stockholders and (ii) such person
does not beneficially own, after giving effect to such transfer, a percentage of
the then outstanding Shares in excess of the lesser of (A) the Henkel Group     
Percentage in effect immediately prior to such proposed transfer and (B) the sum
of 0.3% of the then outstanding Shares and the percentage of the then           
outstanding shares to be transferred by the Henkel Group to such person in such 
proposed transfer. No transferee of any Shares from the Henkel Group shall have 
any rights under the 1994 Agreement.                                            

   Under the Rights Agreement, the Henkel Group Percentage shall be reduced by
the percentage of Shares transferred by the Henkel Group upon any transfer,     
unless such transfer is effected by means of a "Distribution Transaction." A    
Distribution Transaction is defined generally as a public offering or sale      
pursuant to Rule 144 under the Securities Act of 1933, as amended (the          
"SECURITIES ACT"), in which the Shares transferred are widely distributed and no
transferee acquires more than 1% of the outstanding Shares and no more than     
three transferees acquire more than 0.5% of the outstanding Shares. In the event
of Distribution Transactions pursuant to which the Henkel Group transfers, in   
the aggregate, in excess of 10% of the outstanding Shares, the Henkel Group     
Percentage is also reduced by the aggregate percentage of Shares transferred in 
such Distribution Transactions. In addition, under the Rights Agreement, in the 
event the Company repurchases any Shares, the Henkel Group Percentage will be   
increased to the percentage of the outstanding Shares beneficially owned by     
Henkel Corporation immediately following such repurchase, if greater than the   
Henkel Group Percentage immediately prior to such repurchase.                   

    Under the 1994 Agreement and the Rights Agreement, Shares held by associates
("ASSOCIATES"), as defined in Rule 12b-2 of the Exchange Act, of the Henkel     
Group are not deemed to be beneficially owned by the Henkel Group. However, if  
at any time the Henkel Group or the Company becomes aware of the fact that the  
aggregate Shares held by the Henkel Group together with its affiliates and      
Associates exceeds the Henkel Group Percentage then in effect, the Henkel Group 
must vote the excess Shares on any matter in the same proportion as all         
outstanding Shares not held by the Henkel Group and its affiliates and          
Associates are voted. The Henkel Group must also tender into any tender or      
exchange offer (or otherwise sell to the person making such tender or exchange  
offer) that is not opposed by a majority of those outside Loctite Directors who 
are also Disinterested Directors (as defined in the Rights Agreement) or that is
for all outstanding Shares and is held open for a period of at least 60 days the
excess Shares in the same proportion as all outstanding Shares not held by the  
Henkel Entities and its affiliates and Associates are tendered in such tender or
exchange offer.                                                                 

BUSINESS RELATIONSHIP BETWEEN THE COMPANY AND PARENT.  The Company has, 
throughout the period since the Initial Purchase, operated as an independent    
company. Except for the participation of representatives of Parent on the       
Loctite Board, neither Parent nor Purchaser has had any involvement in the      
management of the Company and Purchaser and Parent do not, and believe that they
do not have the ability to, control the Company or its management.              

   From time to time since the Initial Purchase, Parent has considered ways to
expand the relationship with the Company so that each company might benefit. In 
1987, Parent and the Company entered into a Joint Research Agreement. There have
been no recent activities under this agreement, and no significant product or   
know-how has ever been developed thereunder. In 1987, Parent also entered into a
license agreement pursuant to which it licensed certain technology to the       
Company; however, the Company has not, since the agreement's inception, utilized
the licensed technology. From January 24, 1988 through January 24, 1991, the    
Company marketed in the U.S. certain consumer adhesives under Parent's "PRITT"  
trademark pursuant to a Distribution and Trademark License Agreement. Following 
expiration of that                                                              

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agreement, the Company continued marketing such products for a period of time   
but has substantially phased those products out of its product line since mid   
1994. In July, 1993, in contemplation that they might, from time to time, be    
interested in exchanging information to permit the evaluation of separate ideas 
concerning possible business arrangements involving greater cooperative use of  
their businesses, the Company and Parent entered into a ten-year confidentiality
agreement. This agreement generally requires each party to treat confidentially 
the information received from the other party under the agreement and, except as
required by law, not to disclose the exchange of any information or the         
existence of evaluations undertaken thereunder. In the summer of 1993, Guido De 
Keersmaecker, an Executive Vice President of Parent responsible for the         
Adhesives Division, had preliminary conversations with David Freeman, the Chief 
Executive Officer of the Company, concerning the possibility of expanding the   
level and nature of the business relationship existing between Parent and the   
Company. These conversations were abandoned without substantial discussion of   
the form that any such expanded relationship might take. In January, 1995, Mr.  
De Keersmaecker again met with Mr. Freeman. At this time, preliminary           
discussions were held concerning the possibility of a joint venture between     
Parent and the Company relating to products manufactured by both companies for  
the automotive industry aftermarket. Mr. Freeman noted that the Company         
preferred to consider the possibility of one or more regional joint ventures for
all products manufactured by both companies and sold in particular regions of   
the world, especially in developing countries. Again the discussions were       
abandoned promptly with no significant developments proposed or discussed. In   
July, 1996, Mr. De Keersmaecker and Mr. Freeman had preliminary discussions     
concerning the possibility of a joint venture between the two companies of their
respective consumer products businesses. Again, the discussions did not proceed 
beyond a very preliminary stage and no proposals were made by either party      
relating to the structure or terms of any such joint venture.                   

From time to time since the Initial Purchase, Parent also has conducted 
internal reviews of the strategic options available to Parent with respect to   
its investment in the Company. These reviews, generally conducted with the      
assistance of its financial advisor and its outside counsel, included periodic  
assessments of, among other things, the possible acquisition of additional      
Shares, the possible acquisition of the remainder of the Shares not owned by    
Purchaser, the possible sale of its stake to a strategic buyer, to the Company  
or through a public offering and possible combinations of certain businesses or 
operations, by joint venture or otherwise, of the Company and Parent. These     
periodic reviews generally resulted in Parent's determination to maintain its   
minority position in the Company as a core investment for its business.         

EVENTS LEADING UP TO THE OFFER.  During the summer of 1996, Parent again
undertook, with its counsel and Rothschild, to review its strategic options with
respect to its investment in the Company. At a meeting between representatives  
of Parent, its counsel and Rothschild on August 14, 1996, Rothschild presented a
preliminary analysis of various strategic options with respect to Parent's stake
in the Company. Included among the various strategic options was the acquisition
by Parent of all of the outstanding Shares not currently owned by Parent.       

    At meetings between representatives of Parent, its counsel and Rothschild on
September 19, 1996 and September 20, 1996, Rothschild presented its further     
analysis of various strategic options with respect to Parent's stake in the     
Company. A summary of the Rothschild analysis is set forth below under          
"--Analysis of Rothschild as Financial Advisor to Parent." Thereafter, Parent   
had additional discussions with its counsel and Rothschild and determined to    
consider a change in its intention to remain a long-term, passive, minority     
investor in the Company and to explore with the Company the possibility of such 
a change.                                                                       

In connection with its consideration of options, Dieter Winkhaus, Chief 
Executive Officer of Parent, met with David Freeman, Chief Executive Officer of 
Loctite, on Friday, October 25, 1996, and disclosed to him the possibility that 
Parent and Purchaser might wish to acquire the remainder of Loctite not already 
owned by Purchaser at a per share price in the area of $56, preferably through a
friendly, negotiated transaction.                                               

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On October 26, 1996, Mr. Freeman called Mr. Winkhaus and requested that 
Parent include in the options presented for consideration continuation of its   
position as a minority stockholder. Mr. Winkhaus agreed to do so.               

On October 27, 1996, a decision was made that Parent would propose a    
friendly, negotiated transaction in which Purchaser would acquire the remainder 
of the Shares at a per Share price in the area of $56 rather than continue its  
current position as a minority stockholder. Mr. Winkhaus advised Mr. Freeman of 
this decision in a telephone call on October 27, 1996 and expressed the desire  
of Parent and Purchaser to engage in direct discussions with Loctite and the    
Loctite Board and advisors and to work expeditiously with them toward such a    
friendly, negotiated transaction.                                               

  Mr. Winkhaus advised Mr. Freeman that, if those negotiations failed or did
not proceed, Parent and Purchaser might decide to commence a tender offer for   
all outstanding Shares that would qualify as a "Permitted Offer" under the      
Rights Agreement and which, therefore, would not trigger the Rights. No firm    
decision by Parent and Purchaser to commence such an offer was made at such     
time, nor was any decision made as to the price at which such a tender offer, if
any, would be made. Mr. Winkhaus reiterated that Parent and Purchaser view their
investment in Loctite as a core investment and stated that Purchaser had no     
intention of selling the Shares it currently holds.                             

 On Monday, October 28, 1996, Purchaser filed an amendment to its Schedule
13D describing these events. In connection with that filing Parent sent a letter
to each of the members of the Loctite Board that read as follows:               

Dear Member of the Board:                                                       

I am writing to be sure that you are fully apprised of Henkel's current posture 
regarding its investment in Loctite. In that connection, I am attaching a copy  
of a revised 13D filing Henkel is making today. As you may know, I met with     
David Freeman on Friday and had discussions with him over the weekend in which I
have advised him that Henkel proposes an acquisition of the remaining shares of 
Loctite it does not currently own at a price in the area of $56.                

We wish to stress our desire to engage in direct discussions with Loctite's     
Board of Directors, management and advisors to work toward a friendly,          
negotiated transaction. As you will see, these facts are explicitly noted in the
attached 13D filing. We wish to also point out that we have been extremely      
pleased with the spirit of cooperation and mutual good faith that has existed   
over the years between the Board of Directors and management of Loctite and     
representatives of Henkel; we look forward to continuing this relationship in   
the future, regardless of the outcome of our proposal regarding our investment  
in Loctite or in any subsequent developments.                                   

As you may be aware, our 1994 revisions to the agreements between Henkel and    
Loctite contemplated the possibility of a "Permitted Offer"--a tender offer for 
all the outstanding shares of Loctite that remains open for at least sixty days.
Such an offer would not trigger the rights under Loctite's "poison pill." I     
advised David that, if negotiations fail or do not proceed promptly, Henkel     
might decide to commence such an offer.                                         

While you will appreciate that our lawyers have told us we cannot say anything  
that is not disclosed publicly, you should please feel free to contact me at any
time if you wish to discuss any of the enclosed.                                

With best personal regards,                                                     
/s/ Dieter Winkhaus                                                             

On Wednesday, October 30, 1996, the Company issued a press release      
announcing that the Loctite Board had met and established a special committee   
consisting of the outside Loctite Directors not nominated by the Henkel Group   
(the "SPECIAL COMMITTEE") to evaluate Parent's proposal to acquire the 65% of   
the Company that it does not already own. The October 30 press release also     
indicated that the Special Committee had retained unaffiliated advisors to      
assist the Special Committee in its consideration of the Company's alternatives.

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   On Thursday, October 31, 1996, Robert W. Fiondella, chairman of the Special
Committee, called Mr. Winkhaus and informed him that the Special Committee had  
put in process a review of Parent's proposal and expected to be in a position to
respond in some way only after a meeting of the Special Committee scheduled to  
be held on November 12, 1996.                                                   

    On Monday, November 4, 1996, Mr. De Keersmaecker and Lothar Steinebach, Vice
President, Finance/Controlling of Parent and Parent's financial and legal       
advisors met with the Special Committee's financial and legal advisors and made 
a brief presentation regarding Parent's proposal. The Special Committee's       
financial and legal advisors confirmed that the Special Committee would not     
respond to Parent and Purchaser until November 12, 1996, at the earliest, and   
advised Parent and Purchaser that no negotiations or discussions would proceed  
in the interim. No assurance was given that such negotiations or discussions    
would take place thereafter. Parent and Purchaser have determined that, in light
of the timing of such response and the minimum sixty-day period an offer is     
required to remain open, Purchaser should commence the Offer while continuing to
pursue negotiations with the Special Committee.                                 

 In connection with the commencement of the Offer, Parent sent a letter to
the members of the Loctite Board that read as follows:                          

Dear Member of the Board:                                                       

I am writing to advise you that our subsidiary HC Investments, Inc. has 
today commenced a cash tender offer to purchase all of the outstanding shares of
Loctite common stock (including any associated stock purchase rights) that it   
does not already own for $57.75 per share. This price is higher than Loctite's  
stock had ever traded prior to our announcement last Monday of our proposal and 
represents a significant premium to the price at which Loctite's stock had been 
trading in the months prior to that announcement.                               

As you know, we have sought to enter into discussions toward a friendly,
negotiated acquisition of Loctite. It remains our fervent hope that we will be  
given the opportunity to begin substantive negotiations soon, and we will       
continue to pursue those discussions with the Special Committee and its         
advisors. As you are aware, a "Permitted Offer" under Loctite's rights plan     
must, absent Loctite Board approval, remain open for at least sixty days--a     
period twice the length of a normal tender offer designed to provide Loctite    
adequate time to review a proposal such as Henkel's. In light of this lengthy   
period, we determined that it was desirable to commence the process to enable   
your stockholders to benefit from this attractive opportunity in a timely manner
and bring to an end the uncertainties inherent in the process as soon as        
prudently possible. We believe that commencing our offer does not in any way    
prevent Loctite from fully reviewing our proposal or from engaging in the       
discussions we seek.                                                            

We believe that Henkel and Loctite are an excellent fit. Our respective 
businesses in the industrial and consumer adhesives markets are highly          
complementary and we believe the global resources Henkel brings to the          
combination will accelerate the growth of Loctite's products in existing and new
markets. We believe a combination of our businesses will present great          
opportunities and challenges for our respective employees and managements, whom 
we foresee working together, in Hartford and Dusseldorf, to build the business  
going forward.                                                                  

We have been extremely pleased with the spirit of cooperation and mutual
good faith that has existed over the years between the Board of Directors and   
management of Loctite and representatives of Henkel; we look forward to         
continuing this relationship in the future. Our preference remains to enter into
a friendly, negotiated transaction. As you consider our tender offer, please be 
aware that we are available to meet promptly with you and your advisors to      
discuss our offer, should you wish to do so.                                    

With best personal regards,                                                     
/s/ Dieter Winkhaus                                                             

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ANALYSIS OF ROTHSCHILD AS FINANCIAL ADVISOR TO PARENT                           

Parent has retained Rothschild as its exclusive financial advisor with  
respect to certain strategic alternatives regarding its investment in the       
Company. In connection with that retention, Parent requested that Rothschild    
review published financial and market information relating to the Company.      
Parent did not request that Rothschild provide any opinion as to the fairness of
the Offer to the stockholders of the Company or to perform any independent      
examination or investigation of the Company's businesses or assets. Accordingly,
Rothschild did not attempt to verify the accuracy or completeness of any of the 
information it reviewed, nor did Rothschild, conduct any discussion with, or    
obtain any information from, any officers or employees of the Company.          

   Rothschild reviewed, among other things: Annual Reports to Shareholders and
Annual Reports on Form 10-K of the Company for the three years ended December   
31, 1995; certain interim reports to shareholders and Quarterly Reports on Form 
10-Q; and certain other communications from the Company to its shareholders.    
Rothschild also collected and summarized reports published during 1996 by       
various securities analysts who followed the Company. In addition, Rothschild   
also reviewed reported price and trading activity for the Shares, compared      
certain financial and market information for the Company with similar           
information for certain other companies and securities which are publicly       
traded, reviewed the financial terms of certain recent business combinations and
performed such other studies and analyses as Rothschild was requested to perform
or considered appropriate. The financial and comparative analyses Rothschild    
performed in connection with its advice to the Company, set forth below,        
included: (i) analyses of selected publicly-traded companies; (ii) comparable   
transaction analyses; (iii) discounted cash flow analyses; and (iv) other       
financial analyses.                                                             

ANALYSES OF SELECTED PUBLICLY-TRADED COMPANIES.  Rothschild reviewed and
compared certain financial and stock market information of the Company and      
selected publicly traded companies engaged in the specialty chemical, adhesives 
and sealants and European chemical industries. Such companies included: Ecolab  
Inc., Engelhard Corporation, Ferro Corp., Great Lakes Chemical Corp., M.A. Hanna
Co., LeaRonal, Inc., Rohm and Haas Company, RPM, Inc., WD-40 Company and Witco  
Corporation (the "SPECIALTY CHEMICAL COMPANIES"); Avery Dennison Corporation,   
H.B. Fuller Co. and Morton International, Inc. (the "ADHESIVES AND SEALANTS     
COMPANIES"); and Recticel S.A., Solvay S.A., Tessenderlo Chemie, UCB S.A., BOC  
Group plc, Courtaulds plc, Imperial Chemical Industries plc, Akzo Nobel, DSM    
N.V., L'Air Liquide, Primagaz Cie, Rhone-Poulenc S.A., BASF A.G., Bayer A.G.,   
Degussa A.G., Hoechst A.G., Ciba Geigy A.G. and Roche Holding A.G. (the         
"EUROPEAN CHEMICAL COMPANIES" and, together with the Specialty Chemical         
Companies and the Adhesives and Sealants Companies, the "SELECTED COMPANIES").  
Although the Selected Companies were, to a certain extent, comparable to the    
Company based on certain characteristics of their businesses, none of these     
companies possessed characteristics identical to those of the Company.          
Rothschild examined and compared various valuation methods and calculated       
various financial multiples for the Company and the Selected Companies based on 
publicly available information. The multiples and ratios for the Company and    
each of the Selected Companies were based on the most recent publicly available 
information for the Company and such Selected Companies as of August 14, 1996.  

   The multiples highlighted were as follows: (i) the ratio of market value to
1996 estimated earnings (which ratio was based on analysts' estimates)--14.6x   
for the Company, which compared to a mean of 15.5x for the Specialty Chemicals  
Companies and Adhesives and Sealants Companies, a mean of 16.8x for the         
Adhesives and Sealants Companies and a mean of 16.1x for the European Chemical  
Companies; (ii) the ratio of market value plus net debt to 1996 estimated sales 
(which ratio was based on analysts' estimates)--1.9x for the Company, which     
compared to a mean of 1.2x for the Specialty Chemicals Companies and Adhesives  
and Sealants Companies, a mean of 1.0x for the Adhesives and Sealants Companies 
and a mean of 1.1x for the European Chemical Companies; (iii) the ratio of      
market value plus net debt to 1996 estimated EBIT (earnings before interest and 
taxes) (which ratio was based on analysts' estimates)--11.4x for the Company,   
which compared to a mean of 9.7x for the Specialty Chemicals Companies and      
Adhesives and Sealants Companies, a mean of 10.6x for the Adhesives and Sealants

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Companies and a mean of 12.1x for the European Chemical Companies; and (iv) the 
ratio of the market value to the latest available book value--4.2x for the      
Company, which compared to a mean of 3.0x for the Specialty Chemical Companies  
and Adhesives and Sealants Companies, a mean of 2.7x for the Adhesives and      
Sealants Companies and a mean of 2.4x for the European Chemical Companies.      

COMPARABLE TRANSACTION ANALYSES.  Rothschild reviewed and compared the  
prices paid in selected merger and acquisition transactions in the specialty    
chemical industry (the "SELECTED TRANSACTIONS"). Rothschild calculated the      
aggregate consideration and various financial multiples from available actual   
and estimated information for each such Selected Transaction. The aggregate     
consideration for the Selected Transactions ranged from $2.9 million to $3,354  
million. The financial multiples highlighted, in each case based on the         
consideration paid for the equity of the acquired company (the "EQUITY VALUE")  
or the sum of the consideration paid for the equity of the acquired company plus
the amount of net debt assumed in the transaction ("ENTERPRISE VALUE"), were as 
follows: (i) the ratio of Equity Value to net income for the latest twelve      
months prior to the announcement of each of the Selected Transactions, which    
ranged from a high of 26.2x to a low of 6.6x, with a mean of 18.4x; (ii) the    
ratio of Enterprise Value to sales for the latest twelve months for Selected    
Transactions, which ranged from a high of 3.4x to a low of 0.7x with a mean of  
1.3x; (iii) the ratio of Enterprise Value to the latest 12 months EBIT for the  
Selected Transactions, which ranged from a high of 16.0x to a low of 6.5x with a
mean of 11.0x; (iv) the ratio of Equity Value to latest book value for the      
Selected Transactions, which ranged from a high of 7.2x to a low of 2.1x with a 
mean of 3.9x.                                                                   

DISCOUNTED CASH FLOW ANALYSES.  On October 4, 1996, Rothschild presented
several discounted cash flow analyses of the Company to Parent. Rothschild      
performed these discounted cash flow analyses based upon (a) a compound annual  
projected revenue growth rate for the Company of six percent (the "SIX PERCENT  
GROWTH MODEL") which, using discount rates ranging from 11% to 15% with terminal
values of the Company's fiscal 2001 EBITDA (earnings before interest, taxes,    
depreciation and amortization) ranging from 9.0x to 11.0x, resulted in implied  
per Share values ranging from $36.79, at the highest discount rate and lowest   
terminal value multiple, to $52.17, at the lowest discount rate and highest     
terminal value multiple, and, with terminal values assuming four, five and six  
percent perpetual annual growth of the Company's unlevered free cash flow       
beginning in the Company's fiscal year 2002, resulted in implied per Share      
values ranging from $29.67, at the highest discount rate and the lowest         
perpetual annual growth rate, to $46.89, at the lowest discount rate and the    
highest perpetual annual growth rate; (b) a compound annual projected revenue   
growth rate for the Company of nine percent (the "NINE PERCENT GROWTH MODEL")   
which, using discount rates ranging from 11% to 15% with terminal values of the 
Company's fiscal 2001 EBITDA ranging from 9.0x to 11.0x, resulted in implied per
Share values ranging from $42.54, at the highest discount rate and lowest       
terminal value multiple, to $60.21, at the lowest discount rate and highest     
terminal value multiple, and, with terminal values assuming four, five and six  
percent perpetual annual growth of the Company's unlevered free cash flow       
beginning in the Company's fiscal year 2002, resulted in implied per Share      
values ranging from $35.06, at the highest discount rate and the lowest         
perpetual annual growth rate, to $55.33, at the lowest discount rate and the    
highest perpetual annual growth rate; and (c) a compound annual projected       
revenue growth rate for the Company of twelve percent (the "TWELVE PERCENT      
GROWTH MODEL") which, using discount rates ranging from 11% to 15% with terminal
values of the Company's fiscal 2001 EBITDA ranged from 9.0x to 11.0x, resulted  
in implied per Share values ranging from $47.23, at the highest discount rate   
and lowest terminal value multiple, to $66.87, at the lowest discount rate and  
highest terminal value multiple, and, with terminal values assuming four, five  
and six percent perpetual annual growth of the Company's unlevered free cash    
flow beginning in the Company's fiscal year 2002, resulted in implied per Share 
values ranging from $39.23, at the highest discount rate and the lowest         
perpetual annual growth rate, to $61.97, at the lowest discount rate and the    
highest perpetual annual growth rate. The Six and Nine Percent Growth Models    
were designed to reflect Parent's internal assumptions as to the range of       
realistic growth for the Company. The Twelve Percent Growth Model was designed  
to approximate a 12.5% net earnings growth rate that was the consensus for Wall 
Street research analysts following the Company at the time such analysis was    
prepared.                                                                       

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 OTHER ANALYSES.  Rothschild prepared a financial analysis of the possible
acquisition of the Company by Parent and calculated the aggregate consideration 
and various financial multiples based upon cash consideration per Share prices  
ranging from $37.00 to $55.00. Rothschild also prepared a financial analysis of 
the impact the possible acquisition of the Company by Parent would have on      
Parent's balance sheet and income statement at prices of $50.70, $54.93 and     
$59.15 per Share. This analysis showed that Parent's net debt to total capital  
increased from the then existing level of 27.2% to a range of 45.9% to 47.8%.   
This analysis further showed that Parent would obtain a pre-tax return on its   
investment in the company ranging from 8.3% to 10.3%. Rothschild reviewed the   
financial and operational fit between the Company and certain other potential   
purchasers. This analysis showed that a transaction by such other potential     
purchasers, given certain synergy, financing and other operating assumptions,   
would be dilutive to their earnings per share at the per Share Offer Price.     
Rothschild also reviewed the financial and operational impact a leveraged       
buyout, a spin-off of a subsidiary of the Company and a share repurchase by the 
Company would have on the Company. Rothschild noted that the rate of return to  
an equity investor in a leveraged buyout of the Company at $47.25 per Share was 
below 30% and the EBIT interest coverage was 1.3x in the first year following   
completion of the transaction, under the likely financial structure under which 
such an investor might undertake a leveraged buyout under current market        
conditions; that a repurchase of approximately 32% of the Company's Shares at   
$55 per Share would meaningfully increase the Company's leverage and create     
earnings per share dilution in 1997, and also would result in Parent owning more
than 50% of the Company's Shares; and that a tax-free spin-off of the Company's 
consumer product lines from the commercial product lines would most likely not  
result in a meaningful difference in the multiples at which the separated       
businesses would trade from the then current multiples of the Company.          

  Rothschild analyzed various other strategic options available with respect
to Purchaser's stake in the Company including the sale of its stake to a        
strategic buyer, through a public offering or to the Company, the exchange of   
the shares owned by Purchaser for assets of the Company and the issuance by an  
affiliate of Parent of equity-linked securities.                                

   Rothschild's analyses were based on information then available and the best
economic assumptions available to it at that time and various other factors.    
Rothschild's views do not constitute an opinion as to a fair valuation of the   
Company or its Shares, or the optimal price to be achieved by the stockholders  
of the Company from the strategies evaluated by Rothschild, nor do Rothschild's 
analyses purport to be a comprehensive review of all options available to the   
Company. Since Rothschild's views as to likely values and results obtained from 
various strategies available to the Company are inherently subject to           
uncertainty, none of Purchaser, Parent, Rothschild or any other person assumes  
responsibility for their accuracy or for the reliance by any stockholder of the 
Company upon them.                                                              

 Rothschild is also acting as Dealer Manager in connection with the Offer.
Parent has paid Rothschild a retainer fee of $150,000, has agreed to pay an     
additional fee of $750,000 upon the announcement of a public offer like the     
Offer and has agreed to pay an additional transaction fee of .52% of the        
aggregate consideration paid, or received, by Parent (less the $900,000         
previously paid and subject to a maximum of $6,000,000) upon consummation of any
of certain types of transactions, including the Offer and the Second Step       
Merger. Parent has also agreed to reimburse Rothschild for all reasonable       
out-of-pocket expenses incurred by Rothschild, including the reasonable fees and
expenses of legal counsel, and to indemnify Rothschild against certain          
liabilities and expenses in connection with their engagement, including certain 
liabilities under the federal securities laws.                                  

   Rothschild is an internationally recognized investment banking firm engaged
in the valuation of businesses and their securities in connection with mergers  
and acquisitions, bankruptcies and restructurings, privatizations, private      
placements and valuations for corporate and other purposes. Parent selected     
Rothschild as its financial advisor based upon Rothschild's familiarity with    
Parent and the Company and its experience, ability and reputation with respect  
to mergers and acquisitions.                                                    

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FAIRNESS OF THE OFFER                                                           

    As noted above in "Background to the Offer," despite the size of Purchaser's
shareholdings and representation on the Loctite Board, Purchaser and Parent do  
not, in fact or ability, control the Company and, therefore, Purchaser and      
Parent believe that they are not "affiliates" of the Company (as such term is   
defined in Rule 12b-2 of the Exchange Act). However, Purchaser and Parent       
understand that the Company or any other person might take the position that    
they may be deemed to be "affiliates" and, accordingly, they have complied with 
the requirements of Rule 13e-3 under the Exchange Act and have considered the   
fairness of the Offer to the stockholders of the Company other than Purchaser,  
Parent and their affiliates (the "PUBLIC STOCKHOLDERS").                        

Purchaser and Parent believe that the Offer is fair to the Public       
Stockholders. In making this determination, Purchaser and Parent took into      
account the following factors: (i) the Offer Price represents a premium over the
market prices at which the Shares traded during the period prior to the         
announcement by Purchaser that it had proposed negotiations for a friendly      
transaction with the Company and is higher than the highest price at which the  
Shares had ever traded prior to such announcement; (ii) the Offer Price is      
higher than, or at the higher end of the range of, the implied value of the     
Shares derived from a majority of the analyses performed by Rothschild and      
described above; (iii) the Offer Price is higher than the highest price paid by 
Henkel Corporation or Purchaser for any of the Shares acquired since 1985; (iv) 
the Offer is a non-coercive cash offer for all Shares that is structured as a   
"Permitted Offer" under the Rights Agreement and the 1994 Agreement, a structure
negotiated by the Company to protect the stockholders of the Company against    
abusive takeover techniques; and (v) the Offer provides stockholders who are    
considering selling their Shares the opportunity to do so without incurring the 
transaction costs typically associated with market sales. Purchaser and Parent  
did not find it practicable to, and did not, assign specific relative weights to
the foregoing factors in reaching their opinion as to the fairness of the Offer.

 Except as described herein, neither Purchaser nor Parent has obtained, or
sought to obtain, any report, opinion or appraisal from an outside party,       
including, without limitation, an investment banker's opinion as to the fairness
of the Offer to the Public Stockholders. To Purchaser's knowledge, the Company  
and the members of the Loctite Board have not taken a position with respect to  
the fairness of the Offer. However, the Company has established the Special     
Committee and hired unaffiliated representatives to assist the Special Committee
in considering the fairness of the Offer to the Public Stockholders. The Offer  
is conditioned upon, among other things, satisfaction of the Minimum Tender     
Condition, but is not conditioned upon there being tendered a majority of the   
Shares not owned by Purchaser or otherwise upon the approval of holders of a    
majority of the Shares not owned by Purchaser. See "SPECIAL FACTORS-- Background
to the Offer."                                                                  

PURPOSE AND STRUCTURE OF THE OFFER; PLANS FOR THE COMPANY AFTER THE OFFER       

  The purpose of the Offer is to enable Purchaser to acquire control of, and
the entire equity interest in, the Company. The Offer, as the first step in the 
acquisition of the Company, is intended to facilitate the acquisition of at     
least a majority of the Shares. Purchaser currently intends, as soon as         
practicable following consummation of the Offer, to seek to consummate the      
Second Step Merger. The purpose of the Second Step Merger is to acquire all     
Shares not tendered and purchased pursuant to the Offer or otherwise held by    
non-affiliates of Purchaser. In the Second Step Merger, each then-outstanding   
Share (other than Shares owned by Purchaser and its affiliates, Shares held in  
the treasury of the Company and Shares held by stockholders who perfect any     
available dissenters' rights under the DGCL) will be converted into the right to
receive an amount in cash equal to the Offer Price. See "--Appraisal Rights"    
below.                                                                          

Except in the case of a "short-form" merger, under the DGCL and the     
Company's Certificate of Incorporation, the approval of the Loctite Board and of
the holders of a majority of the outstanding Shares is required to approve the  
Second Step Merger. Accordingly, if the Minimum Tender Condition is satisfied   
and Purchaser purchases Shares tendered pursuant to the Offer, Purchaser would  
have the ability to                                                             

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approve the Second Step Merger without the approval of any other stockholder of 
the Company. In this situation, Purchaser would take such steps as are necessary
to take control of the Loctite Board and thereafter to have the Company         
consummate the Second Step Merger. If Purchaser owns at least 90% of the        
outstanding Shares, Purchaser would have the ability to consummate the Second   
Step Merger without taking control of the Loctite Board and without action by   
the Loctite Board or the stockholders of the Company pursuant to the "short     
form" merger provisions of the DGCL.                                            

    The Offer is structured so that no approval of the unaffiliated stockholders
of the Company or of the Loctite Board or of the Special Committee is required. 

    If, following consummation of the Offer, Purchaser owns less than 90% of the
outstanding Shares, Purchaser reserves the right to purchase from time to time  
additional Shares, if market conditions permit and subject to the availability  
of funds and other investment opportunities. Such purchases may be made through 
the open market, privately negotiated purchases, another tender offer, an       
exchange offer or otherwise, subject, in each case, to market conditions, at    
prices which may be greater or less than the Offer Price. There can be no       
assurance that Purchaser will acquire such additional Shares in such            
circumstances or over what period of time such additional Shares, if any, might 
be acquired. Any acquisition of Shares by Purchaser would have to be made in    
accordance with applicable legal requirements, including those of Regulation    
13D-G and Rules 10b-18 and 13e-3 under the Exchange Act, and the terms of the   
1994 Agreement and the Rights Agreement. After completion or termination of the 
Offer, Purchaser also reserves the right, but has no current intention, to sell 
Shares in open market or negotiated transactions.                               

Purchaser currently intends, to the extent possible, to seek to have the
Shares delisted from the New York Stock Exchange, Inc. (the "NYSE") and the     
Pacific Stock Exchange Incorporated (the "PSE") and to terminate the            
registration of the Shares under the Exchange Act following consummation of the 
Offer or the Second Step Merger. Delisting of the Shares may occur, in any      
event, at the instigation of the NYSE and the PSE following consummation of the 
Offer due to the reduced number of Shares or holders thereof then outstanding.  
The failure to be so listed could result in the termination of the registration 
of the Shares under the Exchange Act. If the Shares cease to be registered under
the Exchange Act, the Company, among other things, would no longer be required  
to comply with the Exchange Act's proxy rules. See "THE TENDER OFFER--Certain   
Effects of the Offer."                                                          

    In connection with the Offer, Purchaser and Parent have considered, and will
continue to consider, various possible business strategies that they might      
pursue in the event that Purchaser acquires the Company, whether pursuant to the
Offer or otherwise. At present, Purchaser and Parent believe that certain       
synergies may be achievable and certain global opportunities created if certain 
businesses of Parent are combined with those of the Company. It is currently    
anticipated that the Company's management would be retained to assist in        
building this combined worldwide business and that the Company's headquarters in
Hartford, Connecticut would remain a center of competence for this business.    
Following the Second Step Merger, Purchaser and Parent will conduct a further   
review of the Company and its assets, corporate structure, capitalization,      
operations, properties, policies, management and personnel and will determine   
what other actions or changes, if any, would be desirable in light of the       
circumstances that exist at that time.                                          

 Except as otherwise described in this Offer to Purchase, Purchaser has no
current plans or proposals which relate to or would result in: (a) an           
extraordinary corporate transaction, such as a merger, reorganization or        
liquidation involving the Company or any of its subsidiaries; (b) a sale or     
transfer of a material amount of assets of the Company or any of its            
subsidiaries; (c) any change in the present board of directors or management of 
the Company, including, but not limited to, any plan or proposal to change the  
number or term of directors, to fill any existing vacancy on the Loctite Board  
or to change any material term of the employment contract of any executive      
officer; (d) any material change in the present dividend rate or policy or      
indebtedness or capitalization of the Company; (e) any other material change in 
the Company's corporate structure or business; (f) a class of equity securities 
of the Company becoming                                                         

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eligible for termination of registration pursuant to Section 12(g)(4) of the    
Exchange Act; or (g) the suspension of the Company's obligation to file reports 
pursuant to Section 15(d) of the Exchange Act.                                  

INTERESTS OF CERTAIN PERSONS; STOCKHOLDINGS OF CERTAIN OFFICERS AND DIRECTORS;  
AND                                                                             

RELATED TRANSACTIONS                                                            

DIRECTORS AND OFFICERS.  As described under "--Background to the Offer" 
above, currently, of the 12 Loctite Directors, three were nominated or          
recommended by the Henkel Group. Mr. Dohr, a former Executive Vice President of 
Parent and a former member of Parent's Management Board, Mr. Henkel, Vice       
Chairman of Parent's Shareholders' Committee, Mr. Krautter, an Executive Vice   
President of Parent responsible for its Metal Chemicals division and a member of
Parent's Management Board, currently serve as Loctite Directors. These Loctite  
Directors and certain of the executive officers and directors of Parent         
beneficially own, in the aggregate, 13,160 Shares. Mr. Dohr owns 7,300 of such  
Shares. Schedule I to this Offer to Purchase sets forth the amount and nature of
such beneficial ownership for each executive officer and director of Parent and 
Purchaser. Purchaser believes that certain of these persons, who own an         
aggregate of 5,860 Shares, intend to tender their Shares into the Offer. Mr.    
Dohr does not intend to tender his Shares in light of the potential application 
of the profit recapture provisions of Section 16(b) of the Exchange Act to such 
a tender. However, it is anticipated that his shares would be converted into the
right to receive an amount in cash equal to the Offer Price in the Second Step  
Merger.                                                                         

 According to the Company's Proxy Statement, dated March 13, 1996, for its
annual meeting of stockholders filed on Schedule 14A with the Commission (the   
"COMPANY'S 1996 PROXY STATEMENT"), each member of the Loctite Board who is not  
an officer of the Company is paid an annual retainer fee of $20,000 for         
membership on the Loctite Board, an additional fee of $1,000 for each Loctite   
Board meeting, and a fee of $1,000 in the event of a Committee meeting which    
occurs apart from a regular Loctite Board meeting. In addition, each Committee  
Chairman receives an annual retainer fee of $3,000. Finally, non-employee       
Directors also receive an award of 300 Shares at the time of election or        
reelection to the Loctite Board. Officers who are directors of the Company do   
not receive such retainers, meeting fees or Share awards. Accordingly, the three
nominees of the Henkel Group who are directors of the Company have been entitled
to receive directors' fees for attending Loctite Board and committee meetings.  

SECURITY OWNERSHIP.  As noted above, Purchaser currently owns 11,208,224
Shares, representing approximately 35.0% of the outstanding Shares and          
approximately 34.4% of the outstanding Shares on a fully diluted basis. See     
"--Background to the Offer" above. As of the date hereof, to the knowledge of   
Purchaser, no executive officer or director of Parent or Purchaser beneficially 
owns, or has the right to acquire, directly or indirectly, any Shares, except as
set forth in Schedule I to this Offer to Purchase. Executive officers and       
directors of Parent listed in Schedule I to this Offer to Purchase who          
beneficially own, in the aggregate, 5,860 Shares have indicated to Purchaser    
that they currently intend to tender their Shares pursuant to the Offer. None of
Purchaser, Parent or, to the knowledge of Purchaser, any of the executive       
officers and directors of Parent or Purchaser, has engaged in any transaction in
the Shares in the past 60 days.                                                 

   RELATED TRANSACTIONS.  Since January 1, 1993, except as otherwise described
herein, none of Parent, Purchaser or any of their affiliates has engaged in any 
transaction with the Company other than entering into the 1994 Agreement and    
except for purchases or sales in the ordinary course of business in immaterial  
amounts. For a description of the 1994 Agreement, see "SPECIAL                  
FACTORS--Background to the Offer."                                              

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES                                    

The receipt of cash for Shares pursuant to the Offer (or pursuant to the
Second Step Merger, if consummated) will be taxable for U.S. federal income tax 
purposes under the Internal Revenue Code of 1986, as amended (the "CODE"), and  
also may be taxable under applicable state, local, foreign and other            

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tax laws. In general, for U.S. federal income tax purposes, a stockholder will  
receive gain or loss equal to the difference between the amount of cash received
and such holder's adjusted tax basis in the Shares sold. Gain or loss must be   
determined separately for each block of Shares (I.E., Shares acquired at the    
same cost in a single transaction) sold pursuant to the Offer (or pursuant to   
the Second Step Merger, if consummated). Such gain or loss will be a capital    
gain or loss provided the Shares are a capital asset in the hands of the        
stockholders and will be a long-term capital gain or loss if the Shares have    
been held for more than 12 months.                                              

   The foregoing discussion may not be applicable to stockholders who acquired
their Shares pursuant to the exercise of employee stock options or otherwise as 
compensation, who are not citizens or residents of the United States or who are 
otherwise subject to special tax treatment under the Code.                      

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR  
GENERAL INFORMATION ONLY AND IS BASED UPON CURRENT LAW. EACH STOCKHOLDER IS     
URGED TO CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX     
CONSEQUENCES OF THE OFFER (AND THE SECOND STEP MERGER, IF CONSUMMATED),         
INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX   
LAWS.                                                                           

Payments in connection with the Offer or the Second Step Merger may be  
subject to backup withholding at a 31% rate. Backup withholding generally       
applies if the stockholder (a) fails to furnish such stockholder's social       
security number or taxpayer identification number ("TIN"), (b) furnishes an     
incorrect TIN, (c) fails properly to report interest or dividends or (d) under  
certain circumstances, fails to provide a certified statement, signed under     
penalties of perjury, that the TIN provided is such stockholder's correct number
and that such stockholder is not subject to backup withholding. Backup          
withholding is not an additional tax but merely an advance payment, which may be
refunded to the extent it results in an overpayment of tax. Certain persons     
generally are exempt from backup withholding, including corporations and        
financial institutions. Certain penalties apply for failure to furnish correct  
information and for failure to include the reportable payments in income. Each  
stockholder should consult with such stockholder's own tax advisor as to such   
stockholder's qualification for exemption from withholding and the procedure for
obtaining such exemption.                                                       

APPRAISAL RIGHTS                                                                

UNDER THE DGCL, HOLDERS OF SHARES NOT PURCHASED BY PURCHASER ARE NOT    
ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE OFFER. However, if following
consummation of the Offer, Purchaser consummates the Second Step Merger, holders
of Shares not purchased by Purchaser in the Offer will be entitled to seek      
appraisal rights under the DGCL in connection with the Second Step Merger as    
follows.                                                                        

  The following discussion is not a complete statement of the law pertaining
to appraisal rights under the DGCL and is qualified in its entirety by the full 
text of Section 262 of the DGCL ("SECTION 262") which is attached hereto as     
Annex I and is incorporated herein by this reference. All references in Section 
262 and in this summary to a "stockholder" or "holders" are to the record holder
of the Shares as to which appraisal rights are asserted.                        

Under the DGCL, holders of Shares ("APPRAISAL SHARES") who follow the   
procedures set forth in Section 262, and who have neither voted in favor of the 
Second Step Merger nor consented thereto in writing, will be entitled to have   
their Appraisal Shares appraised by the Delaware Chancery Court and to receive  
payment in cash of the "fair value" of such Appraisal Shares, exclusive of any  
element of value arising from the accomplishment or expectation of the Second   
Step Merger, together with a fair rate of interest, if any, as determined by    
such court.                                                                     

Under Section 262, if the Second Step Merger must be submitted to the   
stockholders of the Company because Purchaser does not own 90% of the           
outstanding Shares or otherwise, the Company must, not less                     

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than 20 days prior to the meeting held for the purpose of obtaining stockholder 
approval of the Second Step Merger, notify each of the Company stockholders     
entitled to appraisal rights that such rights are available, and must include in
such notice a copy of Section 262. If no stockholder vote is required, the      
Company, either before the effective date of the Second Step Merger or within   
ten days thereafter, must notify each of the stockholders entitled to appraisal 
rights of the effective date of the Second Step Merger and that appraisal rights
are available, and must include in such notice a copy of Section 262.           

A holder of Appraisal Shares wishing to exercise such holder's appraisal
rights will be required to deliver to Purchaser within 20 days after the date of
mailing of the notice described in the preceding paragraph a written demand for 
appraisal of such holder's Appraisal Shares. A holder of Appraisal Shares       
wishing to exercise such holder's appraisal rights must be the record holder of 
such Appraisal Shares on the date the written demand for appraisal (as described
below) is made and must continue to hold such Appraisal Shares of record through
the effective date of the Second Step Merger. Accordingly, a holder of Appraisal
Shares who is the record holder of Appraisal Shares on the date the written     
demand for appraisal is made (if such demand is made prior to the effectiveness 
of the Second Step Merger), but who thereafter transfers such Appraisal Shares  
prior to the consummation of the Second Step Merger, will lose any right to     
appraisal in respect of such Appraisal Shares.                                  

   Within 120 days after the effective date of the Second Step Merger, but not
thereafter, Purchaser or any stockholder who has complied with the statutory    
requirements summarized above and who is otherwise entitled to appraisal rights 
may file a petition in the Delaware Chancery Court demanding a determination of 
the fair value of the Appraisal Shares. Purchaser is under no obligation to file
a petition with respect to the appraisal of the fair value of the Appraisal     
Shares and does not intend to do so. Accordingly, it will be the obligation of  
the stockholders seeking appraisal rights to initiate all necessary action to   
perfect any appraisal rights within the time prescribed in Section 262.         

Within 120 days after the effective date of the Second Step Merger, any 
stockholder who has complied with the statutory requirements summarized above   
will be entitled, upon written request, to receive from Purchaser a statement   
setting forth the aggregate number of Appraisal Shares with respect to which    
demands for appraisal have been received and the aggregate number of holders of 
such Appraisal Shares. Such statements must be mailed within ten days after a   
written request therefor has been received by Purchaser or within ten days after
expiration of the period for delivery of demands for appraisal, whichever is    
later.                                                                          

If a petition for an appraisal is timely filed, after a hearing on such 
petition, the Delaware Chancery Court will determine the stockholders entitled  
to appraisal rights and will appraise the "fair value" of their Appraisal       
Shares, exclusive of any element of value arising from the accomplishment or    
expectation of the Second Step Merger, together with a fair rate of interest, if
any, to be paid upon the amount determined to be the fair value.                

    The costs of the proceeding may be determined by the Delaware Chancery Court
and taxed upon the parties as the Delaware Chancery Court deems equitable in the
circumstances. Upon application of a stockholder, the Delaware Chancery Court   
may also order all or a portion of the expenses incurred by any stockholder in  
connection with the appraisal proceeding, including, without limitation,        
reasonable attorneys' fees and the fees and expenses of experts, to be charged  
pro rata against the value of all of the Appraisal Shares entitled to appraisal.

Any holder of Appraisal Shares who has duly demanded an appraisal in    
compliance with Section 262 will not, from and after the effective date of the  
Second Step Merger, be entitled to vote the Appraisal Shares subject to such    
demand for any purpose or to receive payment of dividends or other distributions
on those Appraisal Shares (except dividends or other distributions payable to   
stockholders of record at a date which is prior to the effective date of the    
Second Step Merger).                                                            

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 If any stockholder who properly demands appraisal of his or her Appraisal
Shares under Section 262 fails to perfect, or effectively withdraws or loses,   
his or her right to appraisal, as provided in the DGCL, the Appraisal Shares of 
such stockholder will be converted into the right to receive the consideration  
receivable with respect to such Appraisal Shares pursuant to the Second Step    
Merger. A stockholder will fail to perfect, or effectively lose or withdraw, his
or her right to appraisal if, among other things, no petition for appraisal is  
filed within 120 days after the consummation of the Second Step Merger, or if   
the stockholder delivers to Purchaser a written withdrawal of his or her demand 
for appraisal. Any such attempt to withdraw an appraisal demand more than 60    
days after the consummation of the Second Step Merger will require the written  
approval of Purchaser.                                                          

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THE TENDER OFFER

TERMS OF THE OFFER                                                              

 Upon the terms and subject to the conditions of the Offer, Purchaser will
accept for payment and pay for all Shares validly tendered prior to the         
Expiration Date and not theretofore withdrawn in accordance with the provisions 
set forth under "--Withdrawal Rights" below. The term "EXPIRATION DATE" means   
5:00 p.m., New York City time, on Monday, January 6, 1997, unless and until     
Purchaser shall have extended or, subject to applicable law, shortened the      
period of time during which the Offer is open, in which event the term          
"EXPIRATION DATE" shall mean the time and date at which the Offer, as so        
extended or shortened by Purchaser, shall expire.                               

    Subject to the applicable rules and regulations of the Commission, Purchaser
expressly reserves the right, in its sole discretion, at any time and from time 
to time, and regardless of whether or not any of the events set forth in        
"--Certain Conditions of the Offer" below shall have occurred or shall have been
determined by Purchaser to have occurred, to (a) extend the period of time      
during which the Offer is open, and thereby delay acceptance for payment of, and
payment for, any Shares, by giving oral or written notice of such extension to  
the Depositary and (b) amend the Offer in any other respect by giving oral or   
written notice of such amendment to the Depositary. Parent and Purchaser are    
seeking to negotiate with the Company the acquisition of the Company by         
Purchaser. Purchaser reserves the right (subject to applicable law, including   
Rule 14e-1 under the Exchange Act) to amend the Offer, including by shortening  
the period the Offer is to remain open and causing the Offer to expire on a date
prior to Monday, January 6, 1997, if Purchaser determines that it is not        
necessary for the Offer to remain open until such date in order for the Rights  
Condition to be satisfied. UNDER NO CIRCUMSTANCES WILL ANY INTEREST BE PAID ON  
THE OFFER PRICE FOR TENDERED SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR
ANY DELAY IN MAKING SUCH PAYMENT.                                               

  If by 5:00 p.m., New York City time, on Monday, January 6, 1997 (or at any
date or time then set as the Expiration Date), any or all conditions to the     
Offer have not been satisfied or waived, Purchaser reserves the right (but shall
not be obligated), subject to the applicable rules and regulations of the       
Commission, to (a) terminate the Offer and not accept for payment any Shares and
return all tendered Shares to tendering stockholders, (b) waive all the         
unsatisfied conditions and, subject to complying with the applicable rules and  
regulations of the Commission, accept for payment and pay for all Shares validly
tendered prior to the Expiration Date and not theretofore withdrawn, (c) extend 
the Offer and, subject to the right of stockholders to withdraw Shares until the
Expiration Date, retain the Shares that have been tendered during the period or 
periods for which the Offer is extended or (d) amend the Offer. The rights      
reserved by Purchaser in this paragraph are in addition to Purchaser's right to 
terminate the Offer set forth under "--Certain Conditions of the Offer" below.  

  There can be no assurance that Purchaser will exercise its right to extend
the Offer. Any extension, shortening, waiver, amendment or termination will be  
followed as promptly as practicable by public announcement. In the case of an   
extension, Rule 14e-1(d) under the Exchange Act requires that the announcement  
be issued no later than 9:00 a.m., New York City time, on the next business day 
after the previously scheduled Expiration Date in accordance with the public    
announcement requirements of Rule 14d-4(c) under the Exchange Act. Subject to   
applicable law (including Rules 14d-4(c) and 14d-6(d) under the Exchange Act,   
which require that any material change in the information published, sent or    
given to stockholders in connection with the Offer be promptly disseminated to  
stockholders in a manner reasonably designed to inform stockholders of such     
change), and without limiting the manner in which Purchaser may choose to make  
any public announcement, Purchaser will not have any obligation to publish,     
advertise or otherwise communicate any such public announcement other than by   
making a release to the Dow Jones News Service.                                 

   If Purchaser extends the Offer or if Purchaser is delayed in its acceptance
for payment of or payment for Shares (whether before or after its acceptance for
payment of Shares) or it is unable to pay for Shares                            

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pursuant to the Offer for any reason, then, without prejudice to Purchaser's    
rights under the Offer, the Depositary may retain tendered Shares on behalf of  
Purchaser, and such Shares may not be withdrawn except to the extent tendering  
stockholders are entitled to withdrawal rights as described under "-- Withdrawal
Rights" below. However, the ability of Purchaser to delay the payment for Shares
that Purchaser has accepted for payment is limited by Rule 14e-1(c) under the   
Exchange Act, which requires that a bidder pay the consideration offered or     
return the securities deposited by or on behalf of holders of securities        
promptly after the termination or withdrawal of such bidder's offer.            

If Purchaser makes a material change in the terms of the Offer or the   
information concerning the Offer or waives a material condition of the Offer,   
Purchaser will disseminate additional tender offer materials and extend the     
Offer to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1 under the    
Exchange Act. The minimum period during which the Offer must remain open        
following material changes in the terms of the Offer or information concerning  
the Offer, other than a change in price or a change in the percentage of        
securities sought, will depend upon the facts and circumstances then existing,  
including the relative materiality of the changed terms or information. With    
respect to a change in price or a change in the percentage of securities sought,
a minimum period of 10 business days is generally required to allow for adequate
dissemination to stockholders.                                                  

   Requests are being made to the Company for use of the Company's stockholder
list and security position listings for disseminating the Offer to holders of   
Shares and communicating with holders of Shares in connection with the Offer.   
This Offer to Purchase and related Letter of Transmittal and other relevant     
materials are being mailed to record holders of Shares, and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose   
names, or the names of whose nominees, appear on the stockholder lists, or, if  
applicable, who are listed as participants in a clearing agency's security      
position listing, for subsequent transmittal to beneficial owners of Shares.    

PROCEDURE FOR TENDERING SHARES                                                  

 VALID TENDER.  For a stockholder validly to tender Shares pursuant to the
Offer, either (a) a properly completed and duly executed Letter of Transmittal  
(or a manually executed facsimile thereof), together with any required signature
guarantee (or, in the case of a book-entry transfer, an Agent's Message (as     
defined below)) and any other required documents, must be received by the       
Depositary at one of its addresses set forth on the back cover of this Offer to 
Purchase prior to the Expiration Date and either certificates for tendered      
Shares must be received by the Depositary at one of such addresses or such      
Shares must be delivered pursuant to the procedure for book-entry transfer set  
forth below (and a Book-Entry Confirmation (as defined below) received by the   
Depositary), in each case prior to the Expiration Date, or (b) the tendering    
stockholder must comply with the guaranteed delivery procedure set forth below. 

The Depositary will establish accounts with respect to the Shares at The
Depository Trust Company and Philadelphia Depository Trust Company (the         
"BOOK-ENTRY TRANSFER FACILITIES") for purposes of the Offer within two business 
days after the date of this Offer to Purchase. Any financial institution that is
a participant in any of the Book-Entry Transfer Facilities' systems may make    
book-entry delivery of Shares by causing a Book-Entry Transfer Facility to      
transfer such Shares into the Depositary's account in accordance with such      
Book-Entry Transfer Facility's procedures for such transfer. However, although  
delivery of Shares may be effected through book-entry transfer into the         
Depositary's account at a Book-Entry Transfer Facility, the Letter of           
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message, and any other required
documents, must, in any case, be transmitted to, and received by, the Depositary
at one of its addresses set forth on the back cover of this Offer to Purchase   
prior to the Expiration Date, or the tendering stockholder must comply with the 
guaranteed delivery procedure described below. The confirmation of a book-entry 
transfer of Shares into the Depositary's account at a Book-Entry Transfer       
Facility as described above is referred to herein as a "BOOK-ENTRY              
CONFIRMATION." DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN       
ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT         
CONSTITUTE DELIVERY TO THE DEPOSITARY.                                          

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The term "AGENT'S MESSAGE" means a message transmitted by a Book-Entry  
Transfer Facility to, and received by, the Depositary and forming a part of a   
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry      
Transfer Facility tendering the Shares that such participant has received and   
agrees to be bound by the terms of the Letter of Transmittal and that Purchaser 
may enforce such agreement against the participant.                             

 THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY,
IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED 
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE 
OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL,  
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.      

  SIGNATURE GUARANTEES.  No signature guarantee is required on the Letter of
Transmittal if (a) the Letter of Transmittal is signed by the registered        
holder(s) (which term, for purposes of this section, includes any participant in
any of the Book-Entry Transfer Facilities' systems whose name appears on a      
security position listing as the owner of the Shares) of the Shares tendered    
therewith and such registered holder(s) has not completed either the box        
entitled "Special Payment Instructions" or the box entitled "Special Delivery   
Instructions" on the Letter of Transmittal or (b) such Shares are tendered for  
the account of a financial institution (including most commercial banks, savings
and loan associations and brokerage houses) that is a participant in the        
Security Transfer Agents Medallion Program, the New York Stock Exchange         
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program   
(an "ELIGIBLE INSTITUTION"). In all other cases, all signatures on the Letter of
Transmittal must be guaranteed by an Eligible Institution. See Instructions 1   
and 5 to the Letter of Transmittal. If the certificates for Shares are          
registered in the name of a person other than the signer of the Letter of       
Transmittal, or if payment is to be made or certificates for Shares not tendered
or not accepted for payment are to be returned to a person other than the       
registered holder of the certificates surrendered, the tendered certificates    
must be endorsed or accompanied by appropriate stock powers, in either case     
signed exactly as the name or names of the registered holders or owners appear  
on the certificates, with the signatures on the certificates or stock powers    
guaranteed as aforesaid. See Instructions 1 and 5 to the Letter of Transmittal. 

   GUARANTEED DELIVERY.  If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder's certificates for Shares are not immediately    
available or the procedure for book-entry transfer cannot be completed on a     
timely basis or time will not permit all required documents to reach the        
Depositary prior to the Expiration Date, such stockholder's tender may be       
effected if all the following conditions are met:                               

(i) such tender is made by or through an Eligible Institution;  

(ii) a properly completed and duly executed Notice of Guaranteed
    Delivery, substantially in the form provided by Purchaser is received by the
Depositary, as provided below, prior to the Expiration Date; and        

(iii) the certificates for all tendered Shares, in proper form for
transfer (or a Book-Entry Confirmation with respect to such Shares),    
  together with a properly completed and duly executed Letter of Transmittal
  (or facsimile thereof), with any required signature guarantees, or, in the
  case of a book-entry transfer, an Agent's Message, and any other documents
   required by the Letter of Transmittal are received by the Depositary within
   three trading days after the date of execution of such Notice of Guaranteed
    Delivery. A "TRADING DAY" is any day on which the NYSE is open for business.

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The Notice of Guaranteed Delivery may be delivered by hand or overnight 
courier to the Depositary or transmitted by facsimile transmission or mailed to 
the Depositary and must include a guarantee by an Eligible Institution in the   
form set forth in such Notice of Guaranteed Delivery.                           

   Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely       
receipt by the Depositary of (a) certificates for (or a timely Book-Entry       
Confirmation with respect to) such Shares, (b) a Letter of Transmittal (or      
facsimile thereof), properly completed and duly executed, with any required     
signature guarantees, or, in the case of book-entry transfer, an Agent's        
Message, and (c) any other documents required by the Letter of Transmittal.     
Accordingly, tendering stockholders may be paid at different times depending    
upon when certificates for Shares or Book-Entry Confirmations with respect to   
such Shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL
ANY INTEREST BE PAID ON THE OFFER PRICE FOR TENDERED SHARES, REGARDLESS OF ANY  
EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.                     

    The valid tender of Shares pursuant to one of the procedures described above
will constitute a binding agreement between the tendering stockholder and       
Purchaser upon the terms and subject to the conditions of the Offer.            

  APPOINTMENT.  By executing a Letter of Transmittal as set forth above, the
tendering stockholder will irrevocably appoint designees of Purchaser as such   
stockholder's attorneys-in-fact and proxies in the manner set forth in the      
Letter of Transmittal, each with full power of substitution, to the full extent 
of such stockholder's rights with respect to the Shares tendered by such        
stockholder and accepted for payment by Purchaser and with respect to any and   
all other Shares or other securities or rights issued or issuable in respect of 
such Shares on or after November 6, 1996. All such proxies shall be considered  
coupled with an interest in the tendered Shares. Such appointment will be       
effective when, and only to the extent that, Purchaser accepts for payment      
Shares tendered by such stockholder as provided herein. Upon such appointment,  
all prior powers of attorney and proxies given by such stockholder with respect 
to such Shares or other securities or rights will, without further action, be   
revoked and no subsequent powers of attorney and proxies may be given (and, if  
given, will be deemed not effective). The designees of Purchaser will thereby be
empowered to exercise all voting and other rights with respect to such Shares or
other securities or rights in respect of any annual, special or adjourned       
meeting of the Company's stockholders, actions by written consent in lieu of any
such meeting or otherwise, as it in its sole discretion deem proper. Purchaser  
reserves the right to require that, in order for Shares to be deemed validly    
tendered, immediately upon Purchaser's acceptance for payment of such Shares,   
Purchaser must be able to exercise full voting, consent and other rights with   
respect to such Shares and other securities or rights, including voting at any  
meeting of stockholders.                                                        

DETERMINATION OF VALIDITY.  All questions as to the validity, form,     
eligibility (including time of receipt) and acceptance of any tender of Shares  
will be determined by Purchaser in its sole discretion, which determination will
be final and binding. Purchaser reserves the absolute right to reject any or all
tenders determined by it not to be in proper form or the acceptance for payment 
of or payment for which may, in the opinion of Purchaser's counsel, be unlawful.
Purchaser also reserves the absolute right to waive any defect or irregularity  
in any tender of Shares of any particular stockholder, whether or not similar   
defects or irregularities are waived in the case of other stockholders. No      
tender of Shares will be deemed to have been validly made until all defects or  
irregularities relating thereto have been cured or waived. None of Purchaser,   
Parent, the Depositary, the Information Agent, the Dealer Manager or any other  
person will be under any duty to give notification of any defects or            
irregularities in tenders or incur any liability for failure to give any such   
notification. Purchaser's interpretation of the terms and conditions of the     
Offer (including the Letter of Transmittal and the instructions thereto) will be
final and binding.                                                              

BACKUP WITHHOLDING.  In order to avoid "backup withholding" of Federal  
income tax on payments of cash pursuant to the Offer (or pursuant to the Second 
Step Merger, if consummated), a stockholder surrendering Shares in the Offer (or
pursuant to the Second Step Merger, if consummated) must, unless an             

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exemption applies, provide the Depositary with such stockholder's correct TIN on
a Substitute Form W-9 and certify under penalties of perjury that such TIN is   
correct and that such stockholder is not subject to backup withholding. If a    
stockholder does not provide its correct TIN or fails to provide the            
certifications described above, the Internal Revenue Service ("IRS") may impose 
a penalty on such stockholder and payment of cash to such stockholder pursuant  
to the Offer (or pursuant to the Second Step Merger, if consummated) may be     
subject to backup withholding at a rate of 31%. All stockholders surrendering   
Shares pursuant to the Offer (or pursuant to the Second Step Merger, if         
consummated) should complete and sign the Substitute Form W-9 included as part  
of the Letter of Transmittal to provide the information and certification       
necessary to avoid backup withholding (unless an applicable exemption exists and
is proved in a manner satisfactory to Purchaser and the Depositary). Certain    
stockholders (including, among others, all corporations and certain foreign     
individuals and entities) are not subject to backup withholding. Noncorporate   
foreign stockholders should complete and sign a Form W-8, Certificate of Foreign
Status, a copy of which may be obtained from the Depositary, in order to avoid  
backup withholding. See Instruction 9 to the Letter of Transmittal. For other   
Federal income tax consequences, see "SPECIAL FACTORS-- Certain U.S. Federal    
Income Tax Consequences."                                                       

WITHDRAWAL RIGHTS                                                               

  Except as otherwise provided below, tenders of Shares will be irrevocable.
Shares tendered pursuant to the Offer may be withdrawn pursuant to the          
procedures set forth below at any time prior to the Expiration Date and, unless 
theretofore accepted for payment and paid for by Purchaser pursuant to the      
Offer, may also be withdrawn at any time after Friday, January 3, 1997.         

    For a withdrawal to be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Depositary at one of its addresses 
set forth on the back cover of this Offer to Purchase and must specify the name 
of the person having tendered the Shares to be withdrawn, the number of Shares  
to be withdrawn and the name of the registered holder of the Shares to be       
withdrawn, if different from the name of the person who tendered the Shares. If 
certificates for Shares have been delivered or otherwise identified to the      
Depositary, then, prior to the physical release of such certificates, the serial
numbers shown on such certificates must be submitted to the Depositary and,     
unless such Shares have been tendered by an Eligible Institution, the signatures
on the notice of withdrawal must be guaranteed by an Eligible Institution. If   
Shares have been delivered pursuant to the procedures for book-entry transfer as
set forth under "--Procedure for Tendering Shares" above, any notice of         
withdrawal must also specify the name and number of the account at the          
appropriate Book-Entry Transfer Facility to be credited with the withdrawn      
Shares and otherwise comply with such Book-Entry Transfer Facility's procedures.
Withdrawals of tenders of Shares may not be rescinded, and any Shares properly  
withdrawn will thereafter be deemed not validly tendered for any purposes of the
Offer. However, withdrawn Shares may be retendered by again following one of the
procedures described under "--Procedure for Tendering Shares" above at any time 
prior to the Expiration Date.                                                   

All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by Purchaser in its sole discretion,   
which determination will be final and binding. None of Purchaser, Parent, the   
Depositary, the Information Agent, the Dealer Manager, or any other person will 
be under any duty to give notification of any defects or irregularities in any  
notice of withdrawal or incur any liability for failure to give any such        
notification.                                                                   

ACCEPTANCE FOR PAYMENT AND PAYMENT                                              

    Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or 
amendment), Purchaser will accept for payment and will pay for all Shares       
validly tendered prior to the Expiration Date, and not properly withdrawn in    
accordance with the procedures set forth in "--Withdrawal Rights" above,        
promptly after the Expiration Date. Any determination concerning the            
satisfaction of such terms and conditions will be within                        

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the sole discretion of Purchaser and such determination will be final and       
binding on all tendering stockholders. See "--Terms of the Offer" above and     
"--Certain Conditions of the Offer" below. Purchaser expressly reserves the     
right, in its sole discretion, to delay acceptance for payment of or payment for
Shares in order to comply in whole or in part with any applicable law. Any such 
delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act,
which requires that a bidder pay the consideration offered or return tendered   
Shares promptly after the termination or withdrawal of the Offer.               

   Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely       
receipt by the Depositary of (a) certificates for (or a timely Book-Entry       
Confirmation with respect to) such Shares, (b) a Letter of Transmittal (or      
facsimile thereof), properly completed and duly executed, with any required     
signature guarantees, or, in the case of book-entry transfer, an Agent's        
Message, and (c) any other documents required by the Letter of Transmittal.     
Accordingly, tendering stockholders may be paid at different times depending    
upon when certificates for Shares or Book-Entry Confirmations are actually      
received by the Depositary. The per Share consideration paid to any stockholder 
pursuant to the Offer will be the highest per Share consideration paid to any   
other stockholder pursuant to the Offer.                                        

For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares properly tendered to Purchaser and not   
withdrawn as, if and when Purchaser gives oral or written notice to the         
Depositary of Purchaser's acceptance for payment of such Shares. Payment for    
Shares accepted for payment pursuant to the Offer will be made by deposit of the
Offer Price therefor with the Depositary, which will act as agent for tendering 
stockholders for the purpose of receiving payment from Purchaser and            
transmitting payment to tendering stockholders. UNDER NO CIRCUMSTANCES WILL ANY 
INTEREST BE PAID ON THE OFFER PRICE FOR TENDERED SHARES, REGARDLESS OF ANY      
EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.                     

If Purchaser is delayed in its acceptance for payment of or payment for 
Shares or is unable to accept for payment or pay for Shares pursuant to the     
Offer for any reason, then, without prejudice to Purchaser's rights under the   
Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act,     
which requires that a tender offeror pay the consideration offered or return the
tendered securities promptly after termination or withdrawal of a tender offer),
the Depositary may, nevertheless, on behalf of Purchaser, retain tendered       
Shares, and any such Shares may not be withdrawn except to the extent tendering 
stockholders are entitled to exercise, and duly exercise, withdrawal rights as  
described under "-- Withdrawal Rights" above.                                   

If any tendered Shares are not purchased pursuant to the Offer for any  
reason, certificates for any such Shares will be returned, at the expense of    
Purchaser, to the tendering stockholder (or, in the case of Shares delivered by 
book-entry transfer of such Shares into the Depositary's account at a Book-Entry
Transfer Facility pursuant to the procedure set forth under "--Procedure for    
Tendering Shares" above, such Shares will be credited to an account maintained  
at the appropriate Book-Entry Transfer Facility), as promptly as practicable    
after the expiration or termination of the Offer.                               

    Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, the right to purchase Shares tendered pursuant to the Offer, but  
any such transfer or assignment will not relieve Purchaser of its obligations   
under the Offer and will in no way prejudice the rights of tendering            
stockholders to receive payment for Shares validly tendered and accepted for    
payment pursuant to the Offer.                                                  

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PRICE RANGE OF THE SHARES; DIVIDENDS                                            

The Shares are traded on the NYSE and the PSE under the symbol LOC. The 
range of the high and low sales prices for the Shares and dividends paid per    
Share for each of the fiscal quarters indicated is set forth below.             

                                                        · Enlarge/Download Table

                                                                                                              DIVIDEND  
                                                                                                                PAID    
                                                                                                                 PER    
                                                                                         HIGH        LOW        SHARE   
                                                                                       ---------  ---------  -----------
                                                                                                                        
1994                                                                                                                    
  First Quarter....................................................................... $      44  $      35   $    0.20 
  Second Quarter......................................................................    45 1/2     39 1/4        0.20 
  Third Quarter.......................................................................    45 7/8     41 1/4        0.21 
  Fourth Quarter......................................................................    46 3/4     41 7/8        0.21 
1995                                                                                                                    
  First Quarter....................................................................... $  48 7/8  $  44 3/8   $    0.21 
  Second Quarter......................................................................    50 7/8     45 1/2        0.25 
  Third Quarter.......................................................................    49 1/4     43 3/8        0.25 
  Fourth Quarter......................................................................    49 3/4     45 1/8        0.25 
1996                                                                                                                    
  First Quarter....................................................................... $  53 3/4  $  47 1/8   $    0.25 
  Second Quarter......................................................................    51 3/4     45 5/8        0.30 
  Third Quarter.......................................................................        47     42 1/4        0.30 
  Fourth Quarter through November 5, 1996.............................................        59     44 1/4      --     

 On October 25, 1996, the last full trading day before Purchaser announced
its consideration of a change in its position as a minority investor, including 
the possibility of the commencement of the Offer, the last reported sale price  
of the Shares on the NYSE was $46 1/4 per share. On November 5, 1996, the last  
full trading day before the first public announcement of the Offer, the last    
reported sale price of the Shares on the NYSE was $57 7/8 per Share.            

  STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.

CERTAIN EFFECTS OF THE OFFER                                                    

 MARKET FOR THE SHARES.  The purchase of Shares pursuant to the Offer will
reduce the number of holders of Shares and the number of Shares that might      
otherwise trade publicly and could adversely affect the liquidity and market    
value of the remaining Shares held by the public.                               

   STOCK QUOTATION.  Depending upon the number of Shares purchased pursuant to
the Offer, the Shares may no longer meet the requirements of the NYSE or PSE for
continued listing and/or trading on the NYSE or PSE, respectively.              

According to the NYSE's published guidelines, the NYSE would consider   
delisting the Shares if, among other things, the number of record holders of at 
least 100 Shares should fall below 1,200, the number of publicly held Shares    
(exclusive of holdings of officers, directors, their immediate families and     
other concentrated holdings of 10% or more ("NYSE EXCLUDED HOLDINGS")) should   
fall below 600,000 or the aggregate market value of publicly held Shares        
(exclusive of NYSE Excluded Holdings) should fall below $5,000,000. The PSE has 
similar guidelines based on the number of holders and the number and market     
value of publicly held shares.                                                  

 According to the Company's Form 10-Q, there were 32,020,388 Shares issued
and outstanding as of June 30, 1996. If, as a result of the purchase of Shares  
pursuant to the Offer or otherwise, the Shares no                               

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longer meet the requirements of the NYSE or PSE for continued listing and/or    
trading and such trading of the Shares were discontinued, the market for the    
Shares could be adversely affected.                                             

In the event that the Shares should no longer be listed or traded on the
NYSE and PSE, it is possible that the Shares would continue to trade in the     
over-the-counter market and that price quotations would be reported by other    
sources. The extent of the public market for the Shares and the availability of 
such quotations would, however, depend upon the number of holders of Shares     
remaining at such time, the interests in maintaining a market in Shares on the  
part of securities firms, the possible termination of registration of the Shares
under the Exchange Act, as described below, and other factors.                  

 EXCHANGE ACT REGISTRATION.  The Shares are currently registered under the
Exchange Act. Registration of the Shares under the Exchange Act may be          
terminated upon application of the Company to the Commission if the Shares are  
not listed on a national securities exchange, quoted on an automated inter-     
dealer quotation system or held by 300 or more holders of record. Termination of
registration of the Shares under the Exchange Act would substantially reduce the
information required to be furnished by the Company to its stockholders and to  
the Commission and would make certain provisions of the Exchange Act no longer  
applicable to the Company, such as the short-swing profit recovery provisions of
Section 16(b) of the Exchange Act, the requirement of furnishing a proxy        
statement pursuant to Section 14(a) of the Exchange Act in connection with      
stockholders' meetings and the related requirement of furnishing an annual      
report to stockholders and the requirements of Rule 13e-3 under the Exchange Act
with respect to "going private" transactions. Furthermore, the ability of       
"affiliates" of the Company and persons holding "restricted securities" of the  
Company to dispose of such securities pursuant to Rule 144 or 144A promulgated  
under the Securities Act, may be impaired or eliminated.                        

   MARGIN REGULATIONS.  The Shares are currently "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System (the        
"FEDERAL RESERVE BOARD"), which has the effect, among other things, of allowing 
brokers to extend credit on the collateral of the Shares. Depending upon factors
similar to those described above regarding listing and market quotations, it is 
possible that, following the Offer, the Shares would no longer constitute       
"margin securities" for the purposes of the margin regulations of the Federal   
Reserve Board and therefore could no longer be used as collateral for loans made
by brokers. In any event, the Shares will cease to be "margin securities" if    
registration of the Shares under the Exchange Act is terminated.                

    It is the present intention of Purchaser, to the extent possible, to seek to
cause the Company to have the Shares delisted from the NYSE and the PSE after   
the Offer and to make a certification to effect termination of registration of  
the Shares under the Exchange Act as soon as possible after the Offer.          

CERTAIN INFORMATION CONCERNING THE COMPANY                                      

    Except as otherwise set forth herein, the information concerning the Company
contained in this Offer to Purchase, including financial information, has been  
taken from or based upon publicly-available documents on file with the          
Commission and other public sources.                                            

   The Company is a Delaware corporation with its principal offices located at
10 Columbus Boulevard, Hartford, CT 06106 and its telephone number is (860)     
520-5000.                                                                       

  The Company manufactures and sells a broad range of chemical adhesives and
sealants having different chemical properties designed to suit a wide variety of
applications. The Company also markets special and standard equipment for the   
application of adhesives and sealants, along with a variety of specialty and    
chemical items which complement the adhesives and sealants line. The Company's  
principal products are anaerobic adhesives and sealants and cyanoacrylate       
adhesives.                                                                      

   Set forth below is a summary of certain selected financial information with
respect to the Company for the six months ended June 30, 1996 and June 30, 1995,
and for the years ended December 31, 1995 and 1994. The June 30, 1996 and June  
30, 1995 information was excerpted from the Company's Form 10-Q.                

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The December 31, 1995 and 1994 information was excerpted from the Company's Form
10-K. More comprehensive financial information is included in the Company's Form
10-Q and the Company's Form 10-K and the following summary is qualified in its  
entirety by reference to such reports and the financial statements and other    
financial information (including any related notes) contained therein. The      
Company's Form 10-Q and the Company's Form 10-K may be inspected and copies may 
be obtained in the manner set forth below.                                      

LOCTITE CORPORATION 
SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        · Enlarge/Download Table

                                                                     SIX MONTHS ENDED           YEAR ENDED      
                                                                         JUNE 30,              DECEMBER 31,     
                                                                  ----------------------  ----------------------
                                                                     1996        1995        1995        1994   
                                                                  ----------  ----------  ----------  ----------
                                                                                                                
Income Statement Data:                                                                                          
  Sales and Operating Revenues................................... $  400,512  $  397,958  $  785,148  $  703,593
  Net Income.....................................................     44,777      48,754      83,913      82,400
  Earnings Per Share.............................................       1.38        1.38        2.40        2.33
Balance Sheet Data:                                                                                             
  Total Assets...................................................    703,550     733,368     715,628     669,076
  Total Liabilities..............................................    367,450     268,258     318,830     245,716
  Stockholders' Equity...........................................    336,100     465,110     396,798     423,360

  The book value per Share as of June 30, 1996 was $10.50 and as of December
31, 1995 was $11.81.                                                            

On October 21, 1996, the Company issued a press release reporting, among
other things, the following unaudited results of operations for the quarter and 
nine months ended September 30, 1996 and containing information for the         
comparable prior periods:                                                       

                                                        · Enlarge/Download Table

                                                                                               NINE MONTHS      
                                                                      QUARTER ENDED               ENDED         
                                                                      SEPTEMBER 30,           SEPTEMBER 30,     
                                                                  ----------------------  ----------------------
                                                                     1996        1995        1996        1995   
                                                                  ----------  ----------  ----------  ----------
                                                                                                                
                                                                      (IN THOUSANDS, EXCEPT PER SHARE DATA)     
Sales............................................................ $  201,824  $  195,751  $  602,336  $  593,709
Net Earnings.....................................................     23,204      19,378      67,981      68,132
Earnings Per Share After Realignment Costs.......................       0.72        0.55        2.10        1.93

The Company is subject to the information reporting requirements of the 
Exchange Act and, in accordance therewith, is required to file reports relating 
to its business, financial condition and other matters. Information as of       
particular dates concerning the Company's directors and officers, their         
remuneration, stock options and other matters, the principal holders of the     
Company's securities and any material interest of such persons in transactions  
with the Company is required to be disclosed in proxy statements distributed to 
the Company's stockholders and filed with the Commission. Such reports, proxy   
statements and other information should be available for inspection at the      
Commission's public reference facilities at 450 Fifth Street, N.W., Washington, 
D.C. 20549 and should also be available for inspection and copying at prescribed
rates at the regional offices of the Commission located at Northwestern Atrium  
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60601 and 7 World Trade
Center, 13th Floor, New York, NY 10048. Copies of such material may also be     
obtained by mail at prescribed rates, from the Commission's principal office at 
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a 
World Wide Web site on the internet at http://www.sec.gov that contains reports 
and other information regarding registrants that file electronically with the   
Commission. Such material should also be available for inspection at the offices
of the NYSE, 20 Broad Street, New York, New York 10005 and the PSE (by          
appointment), 115 Sansome Street, 2nd Floor, San Francisco, California 94104,   
Telephone Number, 415-393-4067.                                                 

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CERTAIN INFORMATION CONCERNING PARENT AND PURCHASER                             

Purchaser is a Delaware corporation with its principal executive offices
located at 1105 North Market Street, Suite 1300, Wilmington, DE 19801. Purchaser
is a holding company that was established to hold certain investments previously
held by Henkel Corporation, including, among other things, Parent's indirect    
significant minority investments in The Clorox Company and Ecolab Inc. All of   
Purchaser's outstanding stock is owned by Henkel Corporation, a Delaware        
corporation whose principal executive offices are located at 2200 Renaissance   
Boulevard, Suite 200, Gulph Mills, PA 19406. Henkel Corporation is engaged      
primarily in the manufacture and sale of chemical products within the U.S.      
Henkel Corporation is wholly-owned by Henkel of America, Inc., a Delaware       
corporation whose principal executive offices are located at 2200 Renaissance   
Boulevard, Suite 200, Gulph Mills, PA 19406. Henkel of America, Inc. is a       
holding company for Parent's U.S. operations and investments. All of the        
outstanding stock of Henkel of America, Inc. is owned by Parent. Parent is a    
Kommanditgesellschaft auf Aktien (a partnership limited by shares) organized    
under the laws of the Federal Republic of Germany with its principal executive  
offices located at Henkelstrasse 67, D-40589 Dusseldorf, Germany. Parent is,    
itself or through affiliates, a worldwide manufacturer and processor of a broad 
range of chemical products, including oleochemicals, products and application   
systems for metals and metal substitutes, adhesives, sealants, products and     
associated systems for industrial cleaning and sanitizing, cosmetics, toiletries
and detergents and household cleansers.                                         

The name, citizenship, business address, present principal occupation or
employment and five-year employment history of each of the directors and        
executive officers of Purchaser and Parent is set forth in Schedule I hereto and
incorporated herein by reference.                                               

During the last five years, none of Purchaser, Parent or, to Purchaser's
knowledge, any person named in Schedule I hereto, has been convicted in a       
criminal proceeding (excluding traffic violations or similar misdemeanors) or   
has been a party to a civil proceeding of a judicial or administrative body of  
competent jurisdiction as a result of which such person was or is subject to a  
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to, Federal or state securities laws or finding 
any violation of such laws.                                                     

   Set forth below is a summary of certain selected financial information with
respect to Parent for the six months ended June 30, 1996 and June 30, 1995, and 
for the years ended December 31, 1995 and 1994.                                 

 Parent currently furnishes the Commission with certain public reports and
documents required by foreign law or otherwise under Rule 12g3-2(b) under the   
Exchange Act. Such reports and communications are available for inspection and  
copying at the public reference facilities maintained by the Commission located 
at 450 Fifth Street, N.W., Washington, D.C. 20549. Purchaser is not subject to  
the informational reporting requirements of the Exchange Act, and, accordingly, 
does not file reports or other information with the Commission relating to its  
business, financial condition or other matters.                                 

Parent's selected consolidated financial data included herein have been 
prepared in accordance with the German Commercial Code (HANDELSGESETZBUCH) which
represents generally accepted accounting principles in Germany ("GERMAN GAAP"). 
German GAAP differs in certain significant respects from United States generally
accepted accounting principles ("U.S. GAAP"). Parent has not determined its     
financial position or results of operations for any period under U.S. GAAP. A   
summary of the significant differences between German accounting principles and 
GAAP is set forth below under "--Summary of Certain Significant Differences     
Between German and U.S. GAAP." Purchaser, however, believes that the differences
are not material to a decision by a holder of Shares whether to sell, tender or 
hold any Shares because any such differences would not affect the ability of, or
incentive to obtain sufficient funds to, pay for Shares to be acquired pursuant 
to the Offer and to repay any funds which have been borrowed for such purpose.  
The selected consolidated financial data is stated in DEUTSCHE MARK. On November
5, 1996, THE WALL STREET JOURNAL reported that, as of November 4, 1996 one U.S. 
dollar equaled 1.5106 DEUTSCHE MARK.                                            

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HENKEL KGAA 
SELECTED CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE DATA)

                                                        · Enlarge/Download Table

                                                             SIX MONTHS ENDED               YEAR ENDED         
                                                                 JUNE 30,                  DECEMBER 31,        
                                                         ------------------------  ----------------------------
                                                                                                               
                                                            1996         1995          1995           1994     
                                                         -----------  -----------  -------------  -------------
Income Statement Data:                                                                                         
  Sales and Operating Revenues.......................... D   M 8,039  D   M 7,107  D    M 14,198  D    M 14,069
  Net Income............................................         271          257            488            464
  Earnings Per Share (according to DVFA/SG).............       18.50        16.75          33.50          33.50
Balance Sheet Data:                                                                                            
  Total Assets..........................................      13,316       10,836         11,620         10,487
  Total Liabilities.....................................       9,010        7,080          7,547          6,649
  Stockholders' Equity..................................       4,306        3,756          4,073          3,838

SUMMARY OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN GERMAN AND U.S. GAAP 

The following represents, in the opinion of management of Parent, the   
significant differences that would affect the determination of consolidated net 
income and stockholders' equity of Parent for the periods for which the         
consolidated financial statements have been presented herein.                   

GOODWILL AND BUSINESS ACQUISITIONS.  In accordance with German GAAP, the
difference between the purchase price and fair value of net assets acquired as  
part of a business combination (goodwill) may be charged directly to partners'  
equity--which had been practiced until 1992--or capitalized and amortized       
through the statements of operations over its useful life, which has been       
practiced since 1993 with an amortization period of 15 years. Under U.S. GAAP,  
goodwill must be capitalized and amortized through the statement of operations  
over its useful life not to exceed 40 years.                                    

FIXED TANGIBLE ASSETS.  In general, German companies depreciate fixed   
tangible assets (property, plant and equipment) through the statement of        
operations based upon depreciation rates prescribed by German tax law. Under    
U.S. GAAP, tangible fixed assets are depreciated either on a straight-line or   
accelerated basis through the statement of operations over their expected useful
life. Such differences would generally result in an entity reporting a lower net
book value for tangible fixed assets under German GAAP than under U.S. GAAP.    

CAPITALIZATION OF INTEREST.  Under German GAAP only under limited       
circumstances is the capitalization of interest on capital expenditures         
permitted. Under U.S. GAAP, interest incurred as part of the cost of            
constructing fixed assets is required to be capitalized and amortized over the  
life of the assets.                                                             

 LEASING.  U.S. GAAP contains prescriptive rules for determining whether a
lease must be accounted for as an operating or capital lease. Such rules differ 
from those used in German GAAP.                                                 

PROVISIONS.  Under U.S. GAAP, a provision may only be recorded for a    
liability to a third-party that is probably and reasonably estimatable. Under   
German GAAP, provisions are also permitted for uncertain liabilities and accrued
internal costs.                                                                 

PENSIONS AND SIMILAR OBLIGATIONS.  Under German GAAP, pension costs and 
similar obligations including post retirement benefits are accrued over the     
service lives of the employees based upon actuarial studies using the entry age 
method as defined in the German tax code. U.S. GAAP requires that a different   
actuarial method (the projected unit credit method) with different assumptions  
be used.                                                                        

FOREIGN CURRENCY.  Under German GAAP, receivables and payables stated in
foreign currency are translated at each balance sheet date into German local    
currency at the lower of the currency exchange                                  

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rate on the transaction date or the balance sheet date. Under U.S. GAAP, assets 
and liabilities denominated in a foreign currency are recorded at balance sheet 
rates with any resulting gain or loss recognized in the income statement.       

   DEFERRED TAXES.  Under German GAAP, deferred tax assets and liabilities are
generally recognized on a net basis and to the extent that the entity is in a   
net deferred tax asset position the deferred tax asset is generally not         
recognized. Further, the deferred tax benefit of net operating loss             
carryforwards is generally not recognized until realized. Under U.S. GAAP,      
deferred taxes are provided in the period of origination for all temporary      
differences, including net operating loss carryforwards where it is more likely 
than not that the tax benefit will be realized in future periods, based upon    
enacted tax rates.                                                              

SOURCE AND AMOUNT OF FUNDS                                                      

The Offer is not conditioned upon obtaining any arrangements for the    
financing of the Offer. Purchaser estimates that the total amount of funds      
required to purchase pursuant to the Offer the number of Shares that are        
outstanding on a fully diluted basis (excluding Shares held by Purchaser) and   
pay fees and expenses related to the Offer will be approximately $1.2 billion.  
All funds needed for the Offer will be obtained from Parent. Parent will provide
such funds from a new committed Credit Facility (the "CREDIT FACILITY") and, as 
described below, its existing resources (as required). The Credit Facility is   
between Parent and Dresdner Bank AG for up to DM 1.8 billion (approximately     
$1.192 billion). In connection with the Credit Facility, Parent and Dresdner    
Bank AG have entered into a Commitment Letter, dated October 25, 1996 and       
accepted on November 5, 1996 (the "COMMITMENT LETTER"). The following           
description of the Credit Facility is qualified by reference to an English      
language translation of the Commitment Letter included as Exhibit (b) to the    
Schedule 14D-1 and incorporated by reference herein. The Credit Facility is     
available for borrowings by Parent in U.S. dollars or DEUTSCHE MARK for the     
interim financing of acquisitions. Borrowings under the Credit Facility would   
bear interest at the applicable LIBOR (U.S. dollar or DM, respectively) plus    
0.25% per annum. The Credit Facility will expire on May 31, 1997. Parent must   
pay a commitment fee equal to 0.06% per annum on the unutilized amount of the   
Credit Facility plus a fee of DM 400,000. Parent may also provide funds from    
Parent's cash on hand (DM 612 million (approximately $405 million), as of       
September 30, 1996) and may utilize its existing credit facilities in the       
following amounts: up to DM 899 million (approximately $595 million) available  
under Parent's DM 1 billion multicurrency commercial paper program, which, as of
November 4, 1996, was utilized in the amount of DM 101 million; and up to DM 753
million (approximately $499 million) available under existing committed bank    
credit facilities totaling DM 915 million (approximately $606 million) between  
Parent and fifteen German and European banks.                                   

Parent has no specific plan as to how it will repay borrowings under the
Credit Facility but may consider repaying such amounts with cash flows from its 
operations and/or through a refinancing involving longer-term borrowings. Parent
can mobilize funds by utilizing its multicurrency money market claims program,  
which is not limited. The money market claims program was, as of November 4,    
1996, utilized in the amount of DM 313 million (approximately $207 million).    

DIVIDENDS AND DISTRIBUTIONS                                                     

As discussed in "Introduction," Purchaser expects the Loctite Board to  
declare the Quarterly Dividend. Holders of record of the Shares on the Record   
Date will be entitled to receive the Quarterly Dividend whether or not they     
tender their Shares pursuant to the Offer, and, as long as the amount of the    
Quarterly Dividend does not exceed $.30, no adjustment will be made to the Offer
Price or to any other terms of the Offer as a result of the payment of such     
Quarterly Dividend to such stockholders.                                        

  If, on or after November 6, 1996, the Company should (a) split, combine or
otherwise change the Shares or its capitalization, (b) acquire or otherwise     
cause a reduction in the number of outstanding Shares or other securities or (c)
issue or sell additional Shares, shares of any other class of capital stock,    
other                                                                           

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voting securities or any securities convertible into or exchangeable for, or    
rights, warrants or options, conditional or otherwise, to acquire, any of the   
foregoing, then subject to the provisions set forth in "-- Certain Conditions to
the Offer" below, Purchaser, in its sole discretion, may make such adjustments  
as it deems appropriate in the Offer Price and other terms of the Offer,        
including, without limitation, the number or type of securities offered to be   
purchased.                                                                      

    If, on or after November 6, 1996, the Company should declare or pay any cash
dividend on the Shares or other distribution on the Shares (other than the      
Quarterly Dividend in an amount not in excess of $.30), or issue with respect to
the Shares any additional Shares, shares of any other class of capital stock,   
other voting securities or any securities convertible into, or rights, warrants 
or options, conditional or otherwise, to acquire, any of the foregoing, payable 
or distributable to stockholders of record on a date prior to the transfer of   
the Shares purchased pursuant to the Offer to Purchaser or its nominee or       
transferee on the Company's stock transfer records, then, subject to the        
provisions set forth in "--Certain Conditions to the Offer" below, (a) the Offer
Price may, in the sole discretion of Purchaser, be reduced by the amount of any 
such cash dividend or cash distribution and (b) the whole of any such noncash   
dividend, distribution or issuance to be received by the tendering stockholders 
will (i) be received and held by the tendering stockholders for the account of  
Purchaser and will be required to be promptly remitted and transferred by each  
tendering stockholder to the Depositary for the account of Purchaser,           
accompanied by appropriate documentation of transfer, or (ii) at the direction  
of Purchaser, be exercised for the benefit of Purchaser, in which case the      
proceeds of such exercise will promptly be remitted to Purchaser. Pending such  
remittance and subject to applicable law, Purchaser will be entitled to all     
rights and privileges as owner of any such noncash dividend, distribution,      
issuance or proceeds and may withhold the entire Offer Price or deduct from the 
Offer Price the amount of value thereof, as determined by Purchaser in its sole 
discretion.                                                                     

CERTAIN CONDITIONS OF THE OFFER                                                 

    Notwithstanding any other term or provision of the Offer, Purchaser will not
be required to accept for payment or, subject to any applicable rules and       
regulations of the Commission, including Rule 14e-1(c) under the Exchange Act   
(relating to Purchaser's obligation to pay for or return tendered Shares        
promptly after termination or withdrawal of the Offer), pay for and may delay   
the acceptance for payment of or, subject to the restriction referred to above, 
the payment for any tendered Shares and may terminate the Offer as to any Shares
not then paid for, unless (i) the Minimum Tender Condition shall have been      
satisfied and (ii) the Rights Condition shall have been satisfied.              

Furthermore, notwithstanding any other term or provision of the Offer,  
Purchaser will not be required to accept for payment or, subject as aforesaid,  
pay for and may delay the acceptance for payment of or, subject to the          
restriction referred to above, the payment for any tendered Shares and may      
terminate the Offer as to any Shares not then paid for, if at any time on or    
after the date of this Offer to Purchase, and prior to the time of acceptance   
for payment of or payment for any such Shares, any of the following conditions  
exist:                                                                          

(a) there shall be threatened, instituted or pending any action,
  proceeding, application or counterclaim by any government or governmental,
    regulatory or administrative authority, agency or instrumentality, domestic,
 foreign or supranational (each, a "GOVERNMENTAL ENTITY"), or by any other
    person, domestic or foreign, before any court or Governmental Entity, (i)(A)
  challenging or seeking to, or which is reasonably likely to, make illegal,
  delay or otherwise directly or indirectly restrain or prohibit, or seeking
 to, or which is reasonably likely to, impose voting, procedural, price or
   other requirements, in addition to those required by the Federal securities
laws (as in effect on the date of this Offer to Purchase), in connection
with, the making of the Offer, the acceptance for payment of, or payment
  for, some of or all the Shares by Purchaser, Parent or any other affiliate
    of Parent, or the consummation by Purchaser or any other affiliate of Parent
of the Second Step Merger or other similar business combination with the
   Company, (B) seeking to obtain, or which is reasonably likely to result in,
material damages, fines or legal sanctions or (C) otherwise directly or 
indirectly relating to                                                  

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 the transactions contemplated by the Offer, the Second Step Merger or any
 such business combination, (ii) seeking to, or which is reasonably likely
    to, prohibit or limit the ownership or operation by Purchaser, Parent or any
 other affiliate of Parent of any portion of the business or assets of the
   Company and its subsidiaries or of Purchaser, Parent or any other affiliate
    of Parent or to compel Purchaser, Parent or any other affiliate of Parent to
   dispose of or hold separate all or any portion of the business or assets of
   the Company or any of its subsidiaries or of Purchaser, Parent or any other
 affiliate of Parent or seeking to impose any limitation on the ability of
   Purchaser, Parent or any other affiliate of Parent to conduct such business
or own such assets, (iii) seeking to, or which is reasonably likely to, 
impose or confirm limitations on the ability of Purchaser, Parent or any
  other affiliate of Parent effectively to exercise full rights of ownership
  of the Shares, including, without limitation, the right to vote any Shares
  acquired or owned by Purchaser, Parent or any other affiliate of Parent on
  all matters properly presented to the Company's stockholders, (iv) seeking
to, or which is reasonably likely to, require divestiture by Purchaser, 
    Parent or any other affiliate of Parent of any Shares, (v) seeking, or which
  is reasonably likely to result in, any material diminution in the benefits
    expected to be derived by Purchaser, Parent or any other affiliate of Parent
  as a result of the transactions contemplated by the Offer, the Second Step
Merger or other similar business combination (vi) otherwise directly or 
    indirectly relating to the Offer or which otherwise, in the sole judgment of
Purchaser, might materially adversely affect the Company or any of its  
 subsidiaries or Purchaser, Parent or any other affiliate of Parent or the
  value of the Shares or (vii) in the sole judgment of Purchaser, materially
adversely affecting the business, properties, assets, liabilities,      
 capitalization, stockholders' equity, condition (financial or otherwise),
 operations, licenses or franchises, results of operations or prospects of
the Company or any of its subsidiaries;                                 

      (b) there shall be any action taken, or any statute, rule, regulation,
legislation, interpretation, judgment, order or injunction proposed,    
   enacted, enforced, promulgated, amended, issued or deemed applicable to (i)
   Purchaser, Parent or any other affiliate of Parent or the Company or any of
    its subsidiaries or (ii) the Offer, the Second Step Merger, or other similar
business combination by Purchaser or any affiliate of Parent with the   
   Company, by any government, legislative body or court, domestic, foreign or
    supranational, or Governmental Entity, other than the routine application of
the waiting period provisions of the Hart-Scott-Rodino Antitrust        
   Improvements Act of 1976, as amended (the "HSR ACT"), to the Offer that, in
    the sole judgment of Purchaser, might, directly or indirectly, result in any
 of the consequences referred to in clauses (i) through (vii) of paragraph
(a) above;                                                              

        (c) any change shall have occurred or been threatened (or any condition,
event or development shall have occurred or been threatened involving a 
prospective change) in the business, properties, assets, liabilities,   
 capitalization, stockholders' equity, condition (financial or otherwise),
 operations, licenses or franchises, results of operations or prospects of
the Company or any of its subsidiaries that, in the sole judgment of    
Purchaser, is or may be materially adverse to the Company or any of its 
    subsidiaries or to the value of the Shares to Purchaser, Parent or any other
   affiliate of Parent or Purchaser shall have become aware of any facts that,
in the sole judgment of Purchaser, have or may have material adverse    
  significance with respect to either the value of the Company or any of its
 subsidiaries or the value of the Shares to Purchaser, Parent or any other
affiliate of Parent;                                                    

(d) there shall have occurred or been threatened (i) any general
suspension of trading in, or limitation on prices for, securities on any
    national securities exchange or in the over-the-counter market in the United
  States, (ii) any extraordinary or material adverse change in the financial
    markets or major stock exchange indices in the United States or abroad or in
  the market price of Shares, including, without limitation, a decline of at
least 10% in either the Dow Jones Average of Industrial Stocks or the   
  Standard & Poor's 500 Index from that existing at the close of business on
November 6, 1996, (iii) any change in the general political, market,    
   economic or financial conditions in the United States or abroad that could,
  in the sole judgment of Purchaser, have a material adverse effect upon the
business, properties, assets, liabilities, capitalization, stockholders'
equity, condition (financial or                                         

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otherwise), operations, licenses or franchises, results of operations or
 prospects of the Company or any of its subsidiaries or the trading in, or
value of, the Shares, (iv) any material change in United States currency
  exchange rates or any other currency exchange rates or a suspension of, or
limitation on, the markets therefor, (v) a declaration of a banking     
  moratorium or any suspension of payments in respect of banks in the United
 States, (vi) any limitation (whether or not mandatory) by any government,
domestic, foreign or supranational, or Governmental Entity on, or other 
  event that, in the sole judgment of Purchaser, might affect, the extension
   of credit by banks or other lending institutions, (vii) a commencement of a
war or armed hostilities or other national or international calamity    
   directly or indirectly involving the United States or (viii) in the case of
   any of the foregoing existing at the time of the commencement of the Offer,
a material acceleration or worsening thereof;                           

        (e) unless Purchaser shall have consented in writing, the Company or any
   of its subsidiaries shall have (i) split, combined or otherwise changed, or
  authorized or proposed a split, combination or other change of, the Shares
or its capitalization, (ii) issued, distributed, pledged or sold, or    
    authorized, proposed or announced the issuance, distribution, pledge or sale
of (A) any shares of capital stock (including, without limitation, the  
Shares), or securities convertible into any such shares, or any rights, 
  warrants, or options to acquire any such shares or convertible securities,
  other than Shares issued or sold upon the exercise (in accordance with the
present terms thereof) of employee stock options outstanding on June 30,
1996 or (B) any other securities in respect of, in lieu of, or in       
  substitution for Shares, (iii) purchased or otherwise acquired or caused a
   reduction in the number of, or proposed or offered to purchase or otherwise
acquire or cause a reduction in the number of, any outstanding Shares or
other securities of the Company, (iv) declared or paid any dividend or  
 distribution (other than the Quarterly Dividend in an amount less than or
equal to $.30) on any shares of capital stock or issued, or authorized, 
  recommended or proposed the issuance of, any other distribution in respect
of the Shares, whether payable in cash, securities or other property, or
   altered or proposed to alter any material term of any outstanding security,
   (v) issued, or announced its intention to issue, any debt securities or any
securities convertible into or exchangeable for debt securities or any  
rights, warrants or options entitling the holder thereof to purchase or 
otherwise acquire any debt securities, or incurred, or announced its    
  intention to incur, any debt other than in the ordinary course of business
    and consistent with past practice, (vi) authorized, recommended, proposed or
publicly announced its intention to enter into (A) any merger,          
  consolidation, liquidation, dissolution, business combination, acquisition
    of assets or securities or disposition of assets or securities other than in
the ordinary course of business, (B) any material change in its         
  capitalization, (C) any release or relinquishment of any material contract
   rights, or (D) any comparable event not in the ordinary course of business,
(vii) authorized, recommended or proposed or announced its intention to 
    authorize, recommend or propose any transaction which could adversely affect
the value of the Shares, (viii) proposed, adopted or authorized any     
amendment to its certificate of incorporation or by-laws or similar     
organizational documents or Purchaser shall have learned about any such 
    proposal or amendment which shall not have been previously disclosed or (ix)
agreed in writing or otherwise to take any of the foregoing actions;    

      (f) the Company or any of its subsidiaries shall have (A) entered into
    any employment, severance or similar agreement, arrangement or plan with any
   of its employees other than in the ordinary course of business, (B) entered
  into or amended any agreements, arrangements or plans so as to provide for
increased or accelerated benefits to any employee as a result of or in  
   connection with the transactions contemplated by the Offer, the Second Step
Merger or other business combination or (C) except as may be required by
 law, taken any action to terminate or amend any employee benefit plan (as
 defined in Section 3(2) of the Employee Retirement Income Security Act of
 1974, as amended) of the Company or any of its subsidiaries, or Purchaser
shall have become aware of any such action that was not disclosed in    
publicly available filings prior to the date of this Offer to Purchase; 

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    (g) a tender or exchange offer for some portion or all of the Shares
shall have been publicly proposed to be made or shall have been made by 
another person (including the Company or any of its subsidiaries or     
affiliates), or it shall have been publicly disclosed or Purchaser shall
   have learned that (i) any person or "group" (as defined in Section 13(d)(3)
 of the Exchange Act) shall have acquired or proposed to acquire more than
 10% of any class or series of capital stock of the Company (including the
   Shares) or shall have been granted any option or right to acquire more than
 10% of any class or series of capital stock of the Company (including the
    Shares), other than acquisitions for bona fide arbitrage positions and other
than acquisitions by persons or groups who have publicly disclosed such 
    ownership on or prior to November 5, 1996, (ii) any such person or group who
  has publicly disclosed any such ownership of more than 10% of any class or
   series of capital stock of the Company (including the Shares) prior to such
date shall have acquired or proposed to acquire additional Shares       
 constituting more than 10% of any class or series of capital stock of the
Company (including the Shares) or shall have been granted any option or 
 right to acquire more than 10% of any class or series of capital stock of
the Company (including the Shares), (iii) any person or group shall have
  entered into a definitive agreement or an agreement in principle or made a
    proposal with respect to a tender offer or exchange offer or a merger, share
 exchange, consolidation or other business combination or a sale of assets
(other than in the ordinary course of business) with or involving the   
Company or any of its subsidiaries or (iv) any person shall have filed a
    Notification and Report Form under the HSR Act (or amended a prior filing to
    increase the applicable filing threshold set forth therein) or made a public
 announcement reflecting an intent to acquire the Company or any assets or
subsidiaries of the Company;                                            

       (h) any approval, permit, authorization, favorable review or consent of
  any court or Governmental Entity (including those described or referred to
in this Section or under "Certain Legal Matters") shall not have been   
obtained on terms satisfactory to Purchaser in its sole discretion or   
Purchaser is advised, or otherwise has reason to believe, that any such 
approval, permit, authorization, review or consent will be denied or    
substantially delayed, or will not be given other than upon terms or    
  conditions that would, in Purchaser's sole judgment, make it impracticable
to proceed with the Offer;                                              

    (i) Purchaser, Parent or another affiliate of Parent and the Company
    shall have entered into an agreement that the Offer be terminated or amended
   or Purchaser, Parent or another affiliate of Parent shall have entered into
an agreement with the Company providing for a merger or other business  
combination with the Company; or                                        

      (j) any waiting period under the HSR Act or any other law (domestic or
 foreign) applicable to the purchase of Shares pursuant to the Offer shall
  not have expired or been terminated (see "--Certain Legal Matters" below),

which, in the sole judgment of Purchaser in any such case, and regardless of the
circumstances (including any action or inaction by Purchaser or any affiliate of
Purchaser) giving rise to any such condition makes it inadvisable to proceed    
with the Offer and/or with such acceptance for payment or payment.              

 The foregoing conditions are for the sole benefit of Purchaser and may be
asserted by Purchaser regardless of the circumstances giving rise to any such   
condition or may be waived by Purchaser in whole or in part at any time and from
time to time in its sole discretion. The failure by Purchaser at any time to    
exercise any of the foregoing rights will not be deemed a waiver of any such    
right, and the waiver of any such right with respect to particular facts and    
circumstances will not be deemed a waiver with respect to any other facts and   
circumstances and each such right will be deemed an ongoing right that may be   
asserted at any time and from time to time. Any determination by Purchaser      
concerning the events described above will be final and binding upon all        
parties.                                                                        

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CERTAIN LEGAL MATTERS                                                           

    Although, as set forth above, Purchaser and Parent believe that they are not
affiliates of the Company, Purchaser and Parent understand that they may be     
deemed to be affiliates and, accordingly, that the Offer may be deemed to       
constitute a "Going Private" transaction under Rule 13e-3 under the Exchange    
Act. Consequently, Purchaser has filed with the Commission a Transaction        
Statement on Schedule 13E-3, together with exhibits, in addition to filing with 
the Commission a Tender Offer Statement on Schedule 14D-1. Pursuant to Rule     
13e-3, this Offer to Purchase contains information relating to, among other     
matters, the fairness of the Offer to the Company's stockholders.               

    Based on a review of publicly available filings made by the Company with the
Commission and other publicly available information concerning the Company,     
except as otherwise described below, Purchaser is not aware of any license or   
regulatory permit that appears to be material to the business of the Company and
its subsidiaries, taken as a whole, that might be adversely affected by         
Purchaser's acquisition of Shares as contemplated herein or of any approval or  
other action by any Governmental Entity that would be required for the          
acquisition or ownership of Shares by Purchaser as contemplated herein. Should  
any such approval or other action be required, Purchaser currently contemplates 
that such approval or other action will be sought, except as described below    
under "State Takeover Laws." While, except as otherwise expressly described in  
this section, Purchaser does not presently intend to delay the acceptance for   
payment of or payment for Shares tendered pursuant to the Offer pending the     
outcome of any such matter, there can be no assurance that any such approval or 
other action, if needed, would be obtained or would be obtained without         
substantial conditions or that failure to obtain any such approval or other     
action might not result in consequences adverse to the Company's business or    
that certain parts of the Company's business might not have to be disposed of if
such approvals were not obtained or such other actions were not taken or in     
order to obtain any such approval or other action. If certain types of adverse  
action are taken with respect to the matters discussed below, Purchaser could   
decline to accept for payment or pay for any Shares tendered. See "--Certain    
Conditions of the Offer" above for certain conditions of the Offer.             

  STATE TAKEOVER LAWS.  A number of states throughout the United States have
enacted takeover statutes that purport, in varying degrees, to be applicable to 
attempts to acquire securities of corporations that are incorporated or have    
assets, stockholders, executive offices or places of business in such states. In
Edgar v. MITE Corp., the Supreme Court of the United States held that the       
Illinois Business Takeover Act, which involved state securities laws that made  
the takeover of certain corporations more difficult, imposed a substantial      
burden on interstate commerce and therefore was unconstitutional. In CTS Corp.  
v. Dynamics Corp. of America, however, the Supreme Court of the United States   
held that a state may, as a matter of corporate law and, in particular, those   
laws concerning corporate governance, constitutionally disqualify a potential   
acquiror from voting on the affairs of a target corporation without prior       
approval of the remaining stockholders, provided that such laws were applicable 
only under certain conditions. Subsequently, a number of Federal courts ruled   
that various state takeover statutes were unconstitutional insofar as they apply
to corporations incorporated outside the state of enactment.                    

  Except as described herein, Purchaser has not attempted to comply with any
state takeover statutes in connection with the Offer. Purchaser reserves the    
right to challenge the validity or applicability of any state law allegedly     
applicable to the Offer and nothing in this Offer to Purchase nor any action    
taken in connection herewith is intended as a waiver of that right. In the event
that any state takeover statute is found applicable to the Offer, Purchaser     
might be unable to accept for payment or pay for Shares tendered pursuant to the
Offer or be delayed in continuing or consummating the Offer. In such case,      
Purchaser may not be obligated to accept for payment or pay for any Shares      
tendered. See "--Certain Conditions of the Offer" above.                        

    DELAWARE STATUTE.  Section 203 of the DGCL, in general, prohibits a Delaware
corporation such as the Company from engaging in a business combination with the
holder of 15% or more of its outstanding                                        

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shares (an "interested stockholder") for a period of three years from the time  
such interested stockholder became the holder of 15% or more of such shares     
unless such stockholder owned shares in excess of the 15% limitation as of      
December 23, 1987, such stockholder acquired more than 15% of the stock with the
prior approval of the board of the corporation or certain other conditions are  
satisfied. Parent has indirectly owned Shares in excess of the 15% limitation at
all times since November 6, 1985 and initially acquired the Shares with the     
prior approval of the Loctite Board; Purchaser has directly owned Shares in     
excess of the 15% limitation at all times since August 10, 1989; and each has   
been an "interested stockholder" in Loctite for more than three years.          
Accordingly, Purchaser does not believe that Section 203 of the DGCL is         
applicable to the Offer or will be applicable to the Second Step Merger. See    
"SPECIAL FACTORS--Background to the Offer."                                     

ANTITRUST.                                                              

UNITED STATES.  Under the HSR Act and the rules promulgated thereunder, 
certain acquisition transactions may not be consummated unless information has  
been furnished to the Federal Trade Commission (the "FTC") and the Antitrust    
Division of the Department of Justice (the "ANTITRUST DIVISION") and applicable 
waiting period requirements have been satisfied. Pursuant to the requirements of
the HSR Act, on or shortly after November 6, 1996, Parent will file a           
Notification and Report Form with respect to the acquisition of more than 50% of
the voting securities of the Company with the FTC and the Antitrust Division.   
Under the provisions of the HSR Act applicable to the Offer, the purchase of    
Shares under the Offer may not be consummated until the expiration of a 15      
calendar-day waiting period following the filing by Purchaser. Accordingly, the 
waiting period with respect to the Offer will expire at 11:59 p.m., New York    
City time, on the date 15 days after Parent's filing is made, unless Parent     
receives a request for additional information or documentary material, or the   
Antitrust Division and the FTC terminate the waiting period prior thereto. If,  
within such 15-day period, either the Antitrust Division or the FTC requests    
additional information or material from Purchaser concerning the Offer, the     
waiting period will be extended and would expire at 11:59 p.m., New York City   
time, on the tenth calendar day after the date of substantial compliance by     
Purchaser with such request. Only one extension of the waiting period pursuant  
to a request for additional information is authorized by the HSR Act.           
Thereafter, such waiting period may be extended only by court order or with the 
consent of Purchaser. Purchaser reserves the right to consent or not in its sole
discretion. Purchaser will not accept for payment Shares tendered pursuant to   
the Offer unless and until the waiting period requirements imposed by the HSR   
Act with respect to the Offer have been satisfied.                              

   The FTC and the Antitrust Division frequently scrutinize the legality under
the antitrust laws of transactions such as Purchaser's proposed acquisition of  
Shares pursuant to the Offer. At any time before or after Purchaser's purchase  
of Shares, the FTC or the Antitrust Division could take such action under the   
antitrust laws as it deems necessary or desirable in the public interest,       
including seeking to enjoin the purchase of Shares pursuant to the Offer or     
seeking the divestiture of Shares purchased by Purchaser or the divestiture of  
substantial assets of Purchaser or any of its subsidiaries or affiliates or of  
the Company or its subsidiaries. While there can be no assurance that a         
challenge to the Offer on antitrust grounds will not be made or, if such        
challenge is made, of the result, Purchaser does not believe that consummation  
of the Offer will result in violation of any applicable U.S. antitrust laws. In 
the event any legal action or administrative proceeding by the United States or 
an agency thereof challenging the Offer under the federal antitrust laws are    
threatened or instituted, Purchaser will not be obligated to accept for payment 
or pay for any tendered Shares and may terminate the Offer. In addition,        
Purchaser may terminate the Offer if Purchaser becomes subject to an order      
preventing the purchase of Shares or limiting Purchaser's ability to exercise   
control of the Company. See "--Certain Conditions of the Offer."                

    GERMANY.  Under the German Act Against Restraints of Competition ("ARC") the
proposed acquisition of the majority of the Shares may not be consummated unless
the project has been notified to the Federal Cartel Office ("FCO"), and the     
applicable waiting periods have been satisfied.                                 

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Therefore, on or shortly after November 6, 1996, Parent will file a     
notification with the FCO. Under the provisions of ARC applicable to the Offer, 
the purchase of Shares under the Offer may not be consummated until the         
expiration of a one-month waiting period following the filing by Parent,        
provided, however, that such waiting period will be extended to four months if  
the FCO has informed Parent within the one-month period that it has started an  
in-depth examination of the proposed merger. Purchaser will not accept for      
payment Shares tendered pursuant to the Offer, unless and until the waiting     
period requirements imposed by ARC on Parent with respect to the Offer have been
satisfied.                                                                      

Although Parent has consulted with the FCO on a preliminary basis with  
respect to the legality of the purchase of Shares, the FCO may prohibit the     
transaction under ARC if it believes that a dominant position will be created or
strengthened as a result of the acquisition of Shares or the Second Step Merger 
in any market in Germany. Even if the FCO does not prohibit the transaction, it 
may nevertheless clear it on condition of divestiture of substantial assets of  
Parent, or of any of its German subsidiaries or affiliates, or of the Company's 
German subsidiaries. If such conditions of divestiture are imposed, or if any   
legal actions or administrative proceedings challenging the Offer or the Second 
Step Merger under German antitrust laws are threatened or instituted, Purchaser 
will not be obligated to accept for payment or pay for any tendered Shares and  
may terminate the Offer. In addition, Purchaser may terminate the Offer if      
Parent becomes subject to a legal obligation or an order preventing the purchase
of Shares or limiting Purchaser's ability to exercise control of the Company.   
See "--Certain Conditions of the Offer."                                        

   OTHER JURISDICTIONS.  Parent is advised that similar filing obligations and
waiting periods exist or may be imposed in a number of other jurisdictions in   
which Parent and the Company operate. Parent will take all action that the laws 
of such countries may require or make advisable, including the filing of        
information with, and the obtaining of approval from, the appropriate           
governmental authorities. However, there is no present intention to delay the   
acceptance for payment or the payment for Shares pursuant to the Offer pending  
the completion of such filings and the obtaining of such approvals. It is       
possible that the laws of certain countries might lead to the imposition of     
certain additional conditions on Parent's or the Company's operations in these  
countries, and that non-compliance with certain laws will have adverse          
consequences for the Company or any of its subsidiaries. If any action is taken 
prior to completion of the Offer by any government which, in the sole judgment  
of Parent, might materially adversely affect the Company, or any of its         
subsidiaries or affiliates, or Parent or any of its subsidiaries or affiliates, 
Purchaser will not be obligated to accept for payment or pay for any Shares     
which are tendered. In addition, Parent reserves the right to terminate the     
Offer if it is advised that the acceptance of the Shares would lead to the      
imposition of fines or would subject it to other legal sanctions by any foreign 
state. See "--Certain Conditions of the Offer."                                 

FEES AND EXPENSES                                                               

   Purchaser has retained Rothschild as its exclusive financial advisor and as
Dealer Manager in connection with the Offer. Purchaser has retained MacKenzie   
Partners, Inc. to act as Information Agent and Citibank, N.A. to act as         
Depositary, in connection with the Offer. The Information Agent may respond to  
inquiries of the Company's stockholders and may request brokers, dealers,       
commercial banks, trust companies and other nominees to forward the Offer       
material to beneficial owners, but it will not solicit tenders of Shares. The   
Dealer Manager, the Information Agent and the Depositary will each receive      
reasonable and customary compensation for their services, will be reimbursed for
certain reasonable out-of-pocket expenses and will be indemnified against       
certain liabilities and expenses in connection therewith, including certain     
liabilities under the Federal securities laws.                                  

 Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Dealer Manager) in connection with the solicitation
of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks  
and trust companies will be reimbursed by Purchaser upon request for customary  
mailing and handling expenses incurred by them in forwarding offering materials 
to their customers.                                                             

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   Expenses estimated to be incurred by Purchaser in connection with the Offer
are as follows:                                                                 

                                                                · Download Table
                                                                            
Financial Advisor Fees and Expenses.............................  $6,250,000
Depositary......................................................     40,000 
Information Agent...............................................     50,000 
Legal fees......................................................  3,000,000 
Printing, mailing and distribution expenses.....................    150,000 
SEC filing fee..................................................    250,000 
Miscellaneous fees and expenses.................................    200,000 
                                                                  --------- 
        Total...................................................  $9,940,000
                                                                  --------- 
                                                                  --------- 

MISCELLANEOUS                                                                   

The Offer is not being made to (nor will tenders be accepted from or on 
behalf of) holders of Shares in any jurisdiction in which the making of the     
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. Purchaser is not aware of any jurisdiction in which the making of 
the Offer or the tender of Shares in connection therewith would not be in       
compliance with the laws of such jurisdiction. To the extent Purchaser becomes  
aware of any state law that would limit the class of offerees in the Offer,     
Purchaser will amend the Offer and, depending on the timing of such amendment,  
if any, will extend the Offer to provide adequate dissemination of such         
information to holders of Shares prior to the expiration of the Offer. In any   
jurisdiction the securities, blue sky or other laws of which require the Offer  
to be made by a licensed broker or dealer, the Offer shall be deemed to be made 
on behalf of Purchaser by the Dealer Manager or one or more registered brokers  
or dealers licensed under the laws of such jurisdiction.                        

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY    
REPRESENTATION ON BEHALF OF PURCHASER NOT CONTAINED HEREIN OR IN THE LETTER OF  
TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT  
BE RELIED UPON AS HAVING BEEN AUTHORIZED.                                       

    Purchaser has filed with the Commission a Tender Offer Statement on Schedule
14D-1 and a Transaction Statement on Schedule 13E-3, together with exhibits,    
pursuant to Rules 14d-1 and 13e-3, respectively, under the Exchange Act,        
together with exhibits furnishing certain additional information with respect to
the Offer, and may file amendments thereto. A copy of such documents, and any   
amendments thereto, may be examined at, and copies may be obtained from the     
Commission (but not the regional offices of the Commission) in the manner set   
forth under "--Certain Information Concerning the Company" above.               

                        HC INVESTMENTS, INC.

November 6, 1996                                                                

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                                                                      SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER AND PARENT
AND INTERESTS OF SUCH PERSONS IN THE COMPANY
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER 

The following table sets forth the name, present principal occupation or
employment and five-year employment history of the directors and executive      
officers of Purchaser and the number of Shares beneficially owned, directly or  
indirectly, by such person as of the date hereof. All such directors and        
executive officers are United States citizens, except for Dr. Gruter, who is a  
citizen of Germany, and, except as set forth below, the principal business      
address of each such director and executive officer is the address of Henkel    
Corporation, 2200 Renaissance Boulevard, Suite 200, Gulph Mills, PA 19406.      

                                                        · Enlarge/Download Table

                                                      PRESENT PRINCIPAL OCCUPATION                     SHARES      
                                                       OR EMPLOYMENT AND FIVE YEAR                  BENEFICIALLY   
           NAME AND ADDRESS                                EMPLOYMENT HISTORY                           OWNED      
---------------------------------------  -------------------------------------------------------  -----------------
                                                                                                                   

Dr. Karl Gruter........................  Dr. Gruter is the General Counsel of Parent, and has                 0    
Henkelstrasse 67                         held that position since 1985. He is also Chairman of                     
D-40191 Dusseldorf                       the Board of Directors of Purchaser.                                      
Germany                                                                                                            

Mr. John E. Knudson....................  Mr. Knudson is the Vice President-Finance and Chief                  0    
                                         Financial Officer of Henkel Corporation, and has held                     
                                         those positions since 1987. He is also a Director and                     
                                         President of Purchaser.                                                   

Mr. Ernest G. Szoke....................  Mr. Szoke is the Vice President and Chief Legal Officer              0    
                                         of Henkel Corporation, and has held those positions                       
                                         since 1986. He is also a Director and Secretary of                        
                                         Purchaser.                                                                

Mr. John R. Fulton, III................  Mr. Fulton is the Tax Director of Henkel Corporation,                0    
                                         and has held that position since 1987. He is also a                       
                                         Director and Assistant Secretary of Purchaser.                            

Mr. James E. Ripka.....................  Mr. Ripka is the Treasurer of Henkel Corporation, and                0    
                                         has held that position since 1988. He is also a                           
                                         Director and Treasurer of Purchaser.                                      

Ms. Lloyd Overton Martin...............  Ms. Martin is the Assistant Vice President, Corporate,               0    
Wilmington Trust Company                 Financial Services Department of Wilmington Trust                         
Rodney Square North                      Company, and has held that position since 1989. She is                    
Wilmington, DE 19890                     also a Director and Assistant Treasurer of Purchaser.                     

Ms. Patricia A. Mosesso................  Ms. Mosesso is the Manager, Legal Affairs of Henkel                  0    
                                         Corporation, and has held that position since 1990. She                   
                                         is also Assistant Secretary of Purchaser.                                 

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DIRECTORS AND EXECUTIVE OFFICERS OF PARENT

The following table sets forth the name, present principal occupation or
employment and five-year employment history of the directors and executive      
officers of Parent and the number of Shares beneficially owned, directly or     
indirectly, by such person as of the date hereof. All such directors and        
executive officers are German citizens, except for Mr. De Keersmaecker, who is a
citizen of Belgium, and Dr. Morwind and Prof. Dr. Sihler, who are citizens of   
the Republic of Austria, and, except as set forth below, the principal business 
address of each such director and executive officer is the address of Parent,   
Henkelstrasse 67, D-40191 Dusseldorf, Germany.                                  

                                                        · Enlarge/Download Table

                                                      PRESENT PRINCIPAL OCCUPATION                     SHARES      
                                                       OR EMPLOYMENT AND FIVE YEAR                  BENEFICIALLY   
           NAME AND ADDRESS                                EMPLOYMENT HISTORY                           OWNED      
---------------------------------------  -------------------------------------------------------  -----------------
                                                                                                                   

SUPERVISORY BOARD:                                                                                                 

Mr. Albrecht Woeste....................  Mr. Woeste is the owner, President and Managing                      0    
                                         Director of R. Woeste GmbH & Co. KG, a manufacturing                      
                                         company, and has held those positions since before                        
                                         1991. Since 1990, he has also been Chairman of the                        
                                         Supervisory Board and Chairman of the Shareholders'                       
                                         Committee of Parent.                                                      

Mr. Gottfried Neuen....................  Mr. Neuen is the Chairman of the Works Council and the               0    
                                         Vice Chairman of the Supervisory Board of Parent, and                     
                                         has held those positions since 1981 and 1982,                             
                                         respectively.                                                             

Dr. Ulrich Cartellieri.................  Dr. Cartellieri is a member of the Board of Management               0    
c/o Deutsche Bank AG                     of Deutsche Bank AG, and has held that position since                     
60262 Frankfurt                          1981.                                                                     
Germany                                                                                                            

Mrs. Ursula Fairchild..................  Mrs. Fairchild has been a photographer since before                  0    
6126 Avenida Cresta                      1991.                                                                     
La Jolla, California 92037                                                                                         
United States                                                                                                      
(residence)                                                                                                        

Mr. Johann-Christoph Frey..............  Mr. Frey has been an Investment Banker since before                  0    
c/o Dr. Rudolf Frey                      1991.                                                                     
Kuhlwetterstrasse 49                                                                                               
40239 Dusseldorf                                                                                                   
Germany                                                                                                            

Mr. Benedikt-Joachim...................  Mr. von Herman has been a Forester since before 1991.                0    
Freiherr von Herman                                                                                                
Obere Dorfstrasse 1                                                                                                
88489 Wain                                                                                                         
Germany                                                                                                            

Dr. Klaus Dieter Leister...............  Dr. Leister retired on December 31, 1995 as a Member of              0    
Langer Grabenweg                         the Board of Management of Westdeutsche Landesbank,                       
53175 Bonn                               where he held that position since 1989.                                   
Germany                                                                                                            

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EX-99.(A)(1) 45th Page of 56 TOC 1st Previous Next Bottom Just 45th
                                                        · Enlarge/Download Table

                                                      PRESENT PRINCIPAL OCCUPATION                     SHARES      
                                                       OR EMPLOYMENT AND FIVE YEAR                  BENEFICIALLY   
           NAME AND ADDRESS                                EMPLOYMENT HISTORY                           OWNED      
---------------------------------------  -------------------------------------------------------  -----------------
                                                                                                                   
Mr. Hans Mehnert.......................  Mr. Mehnert is a member of the Works Council of Parent,              0    
                                         and has held that position since 1972.                                    

Mr. Herbert Puderbach..................  Mr. Puderbach has been a member of the Management                    0    
                                         Personnel Representatives of Parent since 1982 and                        
                                         served as Chairman from 1988 until May, 1994. He has                      
                                         been a Physicist employed by Parent since 1971.                           

Mr. Erich Ruch.........................  Mr. Ruch is the General Manager of the administrative                0    
c/o IG Chemie-Papier-                    area Dusseldorf-Wuppertal of IG Chemie-Papier-Keramik                     
Keramik                                  (Industrial union of employees in the chemical                            
Friedrich-Ebert-Allee 34-38              industry) and has held that position since 1985.                          
40210 Dusseldorf                                                                                                   
Germany                                                                                                            

Mr. Jurgen Sarrazin....................  Mr. Sarrazin is the Chairman of the Board of Dresdner                0    
c/o Dresdner Bank AG                     Bank AG, and has held that position since May, 1993.                      
Jurgen-Ponto-Platz 1                     From May, 1984 to May, 1993, Mr. Sarrazin was a member                    
60301 Frankfurt/Main                     of the Board of Dresdner Bank AG.                                         
Germany                                                                                                            

Mrs. Klare Spaas.......................  Mrs. Spaas is the Chairwoman of the Works Council of                 0    
c/o Thera Cosmetic GmbH                  Thera Cosmetic GmbH and has held that position since                      
Werk Dulken                              1984.                                                                     
Lange Strasse 130                                                                                                  
41751 Viersen,                                                                                                     
Germany                                                                                                            

Mr. Hans Vonderhagen...................  Mr. Vonderhagen is a member of the Works Council of                  0    
                                         Parent, and has held that position since 1972.                            

Mr. Jurgen Walter......................  Mr. Walter is an officer of IG Chemie-Papier- Keramik                0    
c/o IG Chemie-Papier-                    (Industrial union of employees in the chemical                            
Keramik                                  industry) and is a member of the Governing Board of IG                    
Konigsworther Platz 6                    Chemie-Papier-Keramik, and has held such positions                        
30167 Hannover                           since 1970 and 1982, respectively.                                        
Germany                                                                                                            

Mr. Dieter Wendelstadt.................  Mr. Wendelstadt is the Chairman of the Supervisory                   0    
c/o Colonia Konzern AG                   Board of Colonia Konzern AG and has held that position                    
Gereonsdriesch 9-11                      since July, 1991.                                                         
50670 Koln                                                                                                         
Germany                                                                                                            

Mr. Winfried Zander....................  Mr. Zander is a Vice Chairman of the Works Council of                0    
                                         Parent, and has held that position since June, 1994. He                   
                                         has been a member of the Works Council of Parent since                    
                                         1984.                                                                     

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                                                      PRESENT PRINCIPAL OCCUPATION                     SHARES      
                                                       OR EMPLOYMENT AND FIVE YEAR                  BENEFICIALLY   
           NAME AND ADDRESS                                EMPLOYMENT HISTORY                           OWNED      
---------------------------------------  -------------------------------------------------------  -----------------
                                                                                                                   
BOARD OF MANAGEMENT:                                                                                               

Dr. Hans-Dietrich Winkhaus.............  Dr. Winkhaus is the President and Chief Executive                    0    
                                         Officer of Parent, and has held those positions since                     
                                         1992. Prior to 1992, Dr. Winkhaus served as Executive                     
                                         Vice President/Deputy to the Chief Executive Officer of                   
                                         Parent.                                                                   

Mr. Guido De Keersmaecker..............  Mr. De Keersmaecker is the Executive Vice                            0    
                                         President-Adhesives of Parent, and has held that                          
                                         position since May, 1993. He was the President                            
                                         directeur general of Henkel France S.A. from 1991-1993.                   

Dr. Jochen Krautter....................  Dr. Krautter is the Executive Vice President-Metal                 700    
                                         Chemicals of Parent, and has held that position since                     
                                         1992. He was the Managing Director of Henkel Belgium                      
                                         from 1991-1992. He is also a member of the Loctite                        
                                         Board.                                                                    

Dr. Ulrich Lehner......................  Dr. Lehner is the Chief Financial Officer of Parent,                 0    
                                         and has held that position since April, 1995. From 1994                   
                                         through March, 1995, he was a Vice President of Parent.                   
                                         He was the President, Henkel Asia Pacific, from                           
                                         1991-1993.                                                                

Dr. Klaus Morwind......................  Dr. Morwind is the Executive Vice President-                       360    
                                         Detergents/Cleaning Products of Parent, and has held                      
                                         that position since January, 1991.                                        

Dr. Roland Schulz......................  Dr. Schulz is the Executive Vice President-Human                     0    
                                         Resources of Parent, and has held that position since                     
                                         January, 1991.                                                            

Prof. Dr. Uwe Specht...................  Prof. Dr. Specht is the Executive Vice President-                    0    
                                         Cosmetics/Toiletries of Parent, and has held that                         
                                         position since 1990.                                                      

Dr. Wilfried Umbach....................  Dr. Umbach is the Executive Vice President-Research and              0    
                                         Technology of Parent, and has held that position since                    
                                         1992. He served as Vice President of Parent from 1990                     
                                         to 1992.                                                                  

Dr. Harald Wulff.......................  Dr. Wulff is an Executive Vice President of Parent, and              0    
                                         has held that position since June 1, 1996. He served as                   
                                         President and Chief Executive Officer of Henkel                           
                                         Corporation from 1988 until June 1, 1996.                                 

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                                                      PRESENT PRINCIPAL OCCUPATION                     SHARES      
                                                       OR EMPLOYMENT AND FIVE YEAR                  BENEFICIALLY   
           NAME AND ADDRESS                                EMPLOYMENT HISTORY                           OWNED      
---------------------------------------  -------------------------------------------------------  -----------------
                                                                                                                   
SHAREHOLDERS' COMMITTEE:                                                                                           

Dr. Konrad Henkel......................  Dr. Henkel has served as Honorary Chairman of the                    0    
                                         Henkel Group since 1991.                                                  

Mr. Albrecht Woeste....................  (See description above under Supervisory Board)                           

Mr. Christoph Henkel...................  Mr. Henkel is an independent entrepreneur and business           1,600    
                                         executive. He has been a Director of Parent since 1989.                   
                                         From 1991-1992, Mr. Henkel served as Vice President,                      
                                         Special Projects of Henkel Corporation. He has been a                     
                                         member of the Loctite Board since 1994.                                   

Dr. Jurgen Manchot.....................  Dr. Manchot is the Vice Chairman of the Shareholders'            3,200    
                                         Committee of Parent, and has held that position since                     
                                         1976. Dr. Manchot was a member of the Loctite Board                       
                                         from December, 1985-April, 1996.                                          

Mr. Walter Huneke......................  Mr. Huneke is a private investor and has been a real                 0    
Hohe Strasse 33                          estate developer and owner of a paper business since                      
40213 Dusseldorf                         before 1991. He has been a member of the Shareholders'                    
Germany                                  Committee of Parent since 1978.                                           

Mr. Helmut O. Maucher..................  Mr. Maucher is the Chairman of the Board and Chief                   0    
c/o Nestle S.A.                          Executive Officer of Nestle S.A., and has held those                      
55 Avenue Nestle                         positions since 1990.                                                     
CH-1800 Vevey                                                                                                      
Switzerland                                                                                                        

Dr. Christa Plichta....................  Dr. Plichta has been a physician in private practice                 0    
Chemin Colladon 22                       since before 1991.                                                        
CH-1209 Geneve                                                                                                     
Switzerland                                                                                                        

Dr. Wolfgang Roller....................  Dr. Roller is the Chairman of the Supervisory Board of               0    
c/o Dresdner Bank AG                     Dresdner Bank AG, and has held that position since                        
Jurgen-Ponto-Platz 1                     1993. From 1971 to 1993, he was a Member and Speaker                      
60301 Frankfurt am Main                  (1985) of the Board of Managing Directors of Dresdner                     
Germany                                  Bank AG.                                                                  

Prof. Dr. Helmut Sihler................  Prof. Dr. Sihler is a member of the Shareholders'                    0    
                                         Committee of Parent, and has held such position since                     
                                         1992. He served as President and Chief Executive                          
                                         Officer of Parent from 1980 to 1992. Prof. Dr. Sihler                     
                                         also serves as, among others, Chairman of the                             
                                         Supervisory Board of Deutsche Telekom AG since July                       
                                         1996; and Chairman of the Supervisory Board of                            
                                         Dr.Ing.h.c. F. Porsche AG since March 1993.                               

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                                                      PRESENT PRINCIPAL OCCUPATION                     SHARES      
                                                       OR EMPLOYMENT AND FIVE YEAR                  BENEFICIALLY   
           NAME AND ADDRESS                                EMPLOYMENT HISTORY                           OWNED      
---------------------------------------  -------------------------------------------------------  -----------------
                                                                                                                   
Dr. Christoph-Friedrich................  Dr. von Braun has been a self-employed consultant since              0    
Freiherr von Braun                       before 1991 and has served as a guest of the                              
Mauerkircherstrasse 12                   Shareholders' Committee of Parent since September,                        
81679 Munchen                            1995.                                                                     
Germany                                                                                                            

Mr. Manfred Pape.......................  Mr. Pape has served as a Guest of the Shareholders'                  0    
Freytagstrasse 29                        Committee of Parent since June, 1995. He was a Manager                    
40237 Dusseldorf                         of Thompson-Siegel GmbH from 1978 until 1994. He was a                    
Germany                                  member of the Supervisory Board of Parent from 1978                       
                                         through May of 1993.                                                      

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                                                                     SCHEDULE II

SHARE PURCHASES BY PURCHASER SINCE JANUARY 1, 1994

  The following table sets forth each transaction in the Shares by Purchaser
since January 1, 1994. Except as set forth below, each such purchase was an     
open-market purchase effected on the NYSE.                                      

                                                        · Enlarge/Download Table

                                                                                     PRICE PER 
DATE                                                             NUMBER OF SHARES      SHARE   
---------------------------------------------------------------  -----------------  -----------
                                                                                               
 1/25/94*......................................................           2,817*     $   38.13*
 8/18/94*......................................................          23,775*         43.88*
  9/2/94.......................................................           1,400          45.38 
  9/6/94.......................................................           1,000          45.38 
  9/7/94.......................................................           1,500          45.75 
  9/8/94.......................................................           1,500          45.83 
  9/9/94.......................................................           2,600          45.42 
 9/12/94.......................................................           9,000          45.00 
 9/13/94.......................................................           2,100          44.49 
 9/14/94.......................................................             500          44.25 
 9/15/94.......................................................           1,000          44.00 
 9/16/94.......................................................           2,000          44.47 
 9/19/94.......................................................           3,000          44.27 
 9/20/94.......................................................           2,500          44.15 
 9/21/94.......................................................             800          43.91 
 9/22/94.......................................................           3,000          42.67 
 9/23/94.......................................................           2,300          42.07 
 9/26/94.......................................................           1,500          41.71 
 9/27/94.......................................................           1,500          41.75 
 9/28/94.......................................................           1,700          42.00 
 9/29/94.......................................................             200          42.38 
 9/30/94.......................................................           1,900          42.97 
 10/3/94.......................................................           3,000          42.52 
 10/4/94.......................................................           1,700          42.25 
 10/5/94.......................................................           3,000          42.15 
 10/6/94.......................................................           1,000          42.00 
 10/7/94.......................................................           3,000          42.21 
10/10/94.......................................................             100          42.75 
10/11/94.......................................................           2,500          43.88 
10/14/94*......................................................         270,000*         44.63*
10/27/94.......................................................           2,300          44.61 
10/28/94.......................................................           1,500          44.46 
10/31/94.......................................................           1,700          44.55 
 11/1/94.......................................................           3,000          44.81 
 11/2/94.......................................................           2,100          44.82 
 11/3/94.......................................................           1,900          45.13 
 11/4/94.......................................................           2,000          45.63 
 11/7/94.......................................................           3,000          45.82 
 11/8/94.......................................................           3,000          45.96 
 11/8/94*......................................................             548*         45.63*
 11/9/94.......................................................           3,000          46.21 
11/10/94.......................................................           3,000          45.83 
11/11/94.......................................................             500          45.63 
11/14/94.......................................................           2,000          45.63 

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                                                                                     PRICE PER 
DATE                                                             NUMBER OF SHARES      SHARE   
---------------------------------------------------------------  -----------------  -----------
                                                                                               
11/15/94.......................................................           3,000      $   45.29 
11/16/94.......................................................           1,000          45.25 
11/17/96.......................................................           1,100          45.36 
11/18/94.......................................................           2,500          45.20 
11/21/94.......................................................           3,000          45.06 
11/22/94.......................................................           3,000          44.67 
11/23/94.......................................................           2,000          44.44 
11/28/94.......................................................           1,700          44.71 
11/29/94.......................................................           3,000          45.83 
11/30/94.......................................................           2,200          45.68 
 12/1/94.......................................................           3,000          45.30 
 12/2/94.......................................................           3,000          44.51 
 12/5/94.......................................................             800          44.25 
 12/6/94.......................................................           3,000          44.75 
 12/7/94.......................................................           2,500          44.43 
 12/8/94.......................................................           1,200          44.40 
 12/9/94.......................................................           1,500          44.63 
12/12/94.......................................................           3,000          44.94 
12/13/94.......................................................           3,000          44.90 
12/14/94.......................................................           3,000          44.70 
12/15/94.......................................................           2,500          44.58 
12/16/94.......................................................           2,000          44.88 
12/19/94.......................................................           2,200          44.96 
12/20/94.......................................................           3,000          44.97 
12/21/94.......................................................           1,500          45.04 
12/22/94.......................................................           1,900          45.53 
12/23/94.......................................................           1,000          45.56 
12/27/94.......................................................             800          46.08 
12/28/94.......................................................           2,000          46.31 
12/29/94.......................................................           1,300          46.42 
12/30/94.......................................................             500          46.50 
  1/3/95.......................................................             500          46.13 
  1/4/95.......................................................           3,000          46.17 
  1/5/95.......................................................           2,400          45.54 
  1/6/95.......................................................           2,500          45.78 
  1/9/95.......................................................           2,000          46.19 
 1/11/95.......................................................           2,000          46.53 
 1/12/95.......................................................           2,500          46.73 
 1/13/95.......................................................             500          46.88 
 1/17/95.......................................................             500          47.00 
  2/1/95.......................................................           1,500          44.71 
  2/2/95.......................................................           3,000          44.50 
  2/3/95.......................................................           3,000          45.00 
  2/6/95.......................................................           3,000          45.23 
  2/7/95.......................................................           3,000          45.02 
  2/8/95.......................................................           3,000          45.35 
  2/9/95.......................................................           2,500          45.33 
 2/10/95.......................................................             400          45.00 
 2/13/95.......................................................           2,000          45.09 
 2/13/95*......................................................          21,041*         44.88*
 2/14/95.......................................................           1,600          45.78 

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                                                                                     PRICE PER 
DATE                                                             NUMBER OF SHARES      SHARE   
---------------------------------------------------------------  -----------------  -----------
                                                                                               
 2/15/95.......................................................           1,900      $   45.78 
 2/16/95.......................................................           2,000          45.97 
 2/17/95.......................................................           2,900          46.03 
 2/21/95.......................................................           3,000          45.85 
 2/22/95.......................................................           3,000          45.85 
 2/23/95.......................................................           2,500          45.83 
 2/27/95.......................................................           3,000          46.08 
 2/28/95.......................................................           2,500          45.93 
  3/1/95.......................................................           2,000          45.84 
  3/2/95.......................................................           1,500          45.97 
  3/3/95.......................................................           2,000          46.03 
  3/6/95.......................................................           2,400          45.93 
  3/7/95.......................................................           3,000          45.92 
  3/8/95.......................................................             500          46.13 
  3/9/95.......................................................             200          46.50 
 3/10/95.......................................................           1,000          47.00 
 3/21/95.......................................................           1,500          47.00 
  4/6/95.......................................................           1,300          47.00 
 6/27/95.......................................................          21,000          46.38 
 6/28/95.......................................................           2,000          46.00 
 6/29/95.......................................................           6,000          46.73 
 6/30/95.......................................................           6,000          46.60 
  7/3/95.......................................................           6,000          45.38 
  7/5/95.......................................................          15,700          45.76 
  7/6/95.......................................................           6,000          46.25 
  7/7/95.......................................................           4,000          46.83 
 7/10/95.......................................................           3,000          47.00 
 7/11/95.......................................................           6,000          47.00 
 7/12/95.......................................................           6,000          46.73 
 7/13/95.......................................................           6,000          46.73 
 7/14/95.......................................................           4,500          46.54 
 7/17/95.......................................................           6,000          46.47 
 7/18/95.......................................................           6,000          46.05 
 7/19/95.......................................................          16,000          45.41 
 7/20/95.......................................................           6,000          44.57 
 7/21/95.......................................................          11,000          44.36 
 7/24/95.......................................................           6,000          44.33 
 7/25/95.......................................................           6,000          45.06 
 7/26/95.......................................................           3,000          45.75 
 7/28/95.......................................................           6,000          46.78 
 7/31/95.......................................................           6,000          46.95 
  8/1/95.......................................................           6,000          47.00 
  8/2/95.......................................................           6,000          46.84 
  8/3/95.......................................................           6,000          46.88 
  8/7/95.......................................................             500          47.00 

------------------------                                                        

*   Private purchase pursuant to Right of First Refusal described under "SPECIAL
FACTORS-- Background to the Offer."                                     

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                                                                         Annex I

Section 262 of the General Corporation Law of the State of Delaware 

Section 262. Appraisal rights.                                                  

    (a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to subsection (d) of this section
with respect to such shares, who continuously holds such shares through the     
effective date of the merger or consolidation, who has otherwise complied with  
subsection (d) of this section and who has neither voted in favor of the merger 
or consolidation nor consented thereto in writing pursuant to Section 228 of    
this title shall be entitled to an appraisal by the Court of Chancery of the    
fair value of his shares of stock under the circumstances described in          
subsections (b) and (c) of this section. As used in this section, the word      
"stockholder" means a holder of record of stock in a stock corporation and also 
a member of record of a nonstock corporation; the words "stock" and "share" mean
and include what is ordinarily meant by those words and also membership or      
membership interest of a member of a nonstock corporation; and the words        
"depository receipt" mean a receipt or other instrument issued by a depository  
representing an interest in one or more shares, or fractions thereof, solely of 
stock of a corporation, which stock is deposited with the depository.           

(b) Appraisal rights shall be available for the shares of any class or  
series of stock of a constituent corporation in a merger or consolidation to be 
effected pursuant to Section 251 (other than a merger effected pursuant to      
subsection (g) of Section 251), Section 252, Section 254, Section 257, Section  
258, Section 263 or Section 264 of this title:                                  

        (1) Provided, however, that no appraisal rights under this section shall
    be available for the shares of any class or series of stock, which stock, or
depository receipts in respect thereof, at the record date fixed to     
   determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or          
  consolidation, were either (i) listed on a national securities exchange or
   designated as a national market system security on an interdealer quotation
   system by the National Association of Securities Dealers, Inc. or (ii) held
    of record by more than 2,000 holders; and further provided that no appraisal
rights shall be available for any shares of stock of the constituent    
corporation surviving a merger if the merger did not require for its    
approval the vote of the stockholders of the surviving corporation as   
provided in subsections (f) or (g) of Section 251 of this title.        

      (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
   under this section shall be available for the shares of any class or series
    of stock of a constituent corporation if the holders thereof are required by
the terms of an agreement of merger or consolidation pursuant to        
   SectionSection 251, 252, 254, 257, 258, 263 and 264 of this title to accept
for such stock anything except:                                         

        a.  Shares of stock of the corporation surviving or resulting from
      such merger or consolidation, or depository receipts in respect thereof;

          b.  Shares of stock of any other corporation, or depository receipts
     in respect thereof, which shares of stock or depository receipts at the
      effective date of the merger or consolidation will be either listed on a
    national securities exchange or designated as a national market system
     security on an interdealer quotation system by the National Association
       of Securities Dealers, Inc. or held of record by more than 2,000 holders;

    c.  Cash in lieu of fractional shares or fractional depository
 receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or                                                     

         d.  Any combination of the shares of stock, depository receipts and
 cash in lieu of fractional shares or fractional depository receipts
       described in the foregoing subparagraphs a., b. and c. of this paragraph.

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      (3) In the event all of the stock of a subsidiary Delaware corporation
  party to a merger effected under Section 253 of this title is not owned by
the parent corporation immediately prior to the merger, appraisal rights
 shall be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any    
class or series of its stock as a result of an amendment to its certificate of  
incorporation, any merger or consolidation in which the corporation is a        
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision, 
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.                   

(d) Appraisal rights shall be perfected as follows:                     

        (1) If a proposed merger or consolidation for which appraisal rights are
   provided under this section is to be submitted for approval at a meeting of
  stockholders, the corporation, not less than 20 days prior to the meeting,
 shall notify each of its stockholders who was such on the record date for
    such meeting with respect to shares for which appraisal rights are available
    pursuant to subsection (b) or (c) hereof that appraisal rights are available
for any or all of the shares of the constituent corporations, and shall 
   include in such notice a copy of this section. Each stockholder electing to
   demand the appraisal of his shares shall deliver to the corporation, before
   the taking of the vote on the merger or consolidation, a written demand for
appraisal of his shares. Such demand will be sufficient if it reasonably
informs the corporation of the identity of the stockholder and that the 
  stockholder intends thereby to demand the appraisal of his shares. A proxy
or vote against the merger or consolidation shall not constitute such a 
   demand. A stockholder electing to take such action must do so by a separate
  written demand as herein provided. Within 10 days after the effective date
of such merger or consolidation, the surviving or resulting corporation 
shall notify each stockholder of each constituent corporation who has   
   complied with this subsection and has not voted in favor of or consented to
    the merger or consolidation of the date that the merger or consolidation has
become effective; or                                                    

       (2) If the merger or consolidation was approved pursuant to Section 228
 or Section 253 of this title, each constituent corporation, either before
the effective date of the merger or consolidation or within ten days    
    thereafter, shall notify each of the holders of any class or series of stock
   of such constituent corporation who are entitled to appraisal rights of the
approval of the merger or consolidation and that appraisal rights are   
available for any or all shares of such class or series of stock of such
constituent corporation, and shall include in such notice a copy of this
section; provided that, if the notice is given on or after the effective
date of the merger or consolidation, such notice shall be given by the  
surviving or resulting corporation to all such holders of any class or  
   series of stock of a constituent corporation that are entitled to appraisal
    rights. Such notice may, and, if given on or after the effective date of the
merger or consolidation, shall, also notify such stockholders of the    
  effective date of the merger or consolidation. Any stockholder entitled to
  appraisal rights may, within twenty days after the date of mailing of such
 notice, demand in writing from the surviving or resulting corporation the
appraisal of such holder's shares. Such demand will be sufficient if it 
 reasonably informs the corporation of the identity of the stockholder and
that the stockholder intends thereby to demand the appraisal of such    
    holder's shares. If such notice did not notify stockholders of the effective
date of the merger or consolidation, either (i) each such constituent   
corporation shall send a second notice before the effective date of the 
    merger or consolidation notifying each of the holders of any class or series
of stock of such constituent corporation that are entitled to appraisal 
rights of the effective date of the merger or consolidation or (ii) the 
 surviving or resulting corporation shall send such a second notice to all
such holders on or within 10 days after such effective date; provided,  
   however, that if such second notice is sent more than 20 days following the
 sending of the first notice, such second notice need only be sent to each
stockholder who is entitled to appraisal rights and who has demanded    
appraisal of such holder's shares in accordance with this subsection. An
  affidavit of the secretary or assistant secretary or of the transfer agent
of the corporation that is required to give                             

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either notice that such notice has been given shall, in the absence of  
   fraud, be prima facie evidence of the facts stated therein. For purposes of
determining the stockholders entitled to receive either notice, each    
    constituent corporation may fix, in advance, a record date that shall be not
  more than 10 days prior to the date the notice is given; provided that, if
the notice is given on or after the effective date of the merger or     
 consolidation, the record date shall be such effective date. If no record
date is fixed and the notice is given prior to the effective date, the  
    record date shall be the close of business on the day next preceding the day
on which the notice is given.                                           

    (e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with 
subsections (a) and (d) hereof and who is otherwise entitled to appraisal       
rights, may file a petition in the Court of Chancery demanding a determination  
of the value of the stock of all such stockholders. Notwithstanding the         
foregoing, at any time within 60 days after the effective date of the merger or 
consolidation, any stockholder shall have the right to withdraw his demand for  
appraisal and to accept the terms offered upon the merger or consolidation.     
Within 120 days after the effective date of the merger or consolidation, any    
stockholder who has complied with the requirements of subsections (a) and (d)   
hereof, upon written request, shall be entitled to receive from the corporation 
surviving the merger or resulting from the consolidation a statement setting    
forth the aggregate number of shares not voted in favor of the merger or        
consolidation and with respect to which demands for appraisal have been received
and the aggregate number of holders of such shares. Such written statement shall
be mailed to the stockholder within 10 days after his written request for such a
statement is received by the surviving or resulting corporation or within 10    
days after expiration of the period for delivery of demands for appraisal under 
subsection (d) hereof, whichever is later.                                      

    (f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall  
within 20 days after such service file in the office of the Register in Chancery
in which the petition was filed a duly verified list containing the names and   
addresses of all stockholders who have demanded payment for their shares and    
with whom agreements as to the value of their shares have not been reached by   
the surviving or resulting corporation. If the petition shall be filed by the   
surviving or resulting corporation, the petition shall be accompanied by such a 
duly verified list. The Register in Chancery, if so ordered by the Court, shall 
give notice of the time and place fixed for the hearing of such petition by     
registered or certified mail to the surviving or resulting corporation and to   
the stockholders shown on the list at the addresses therein stated. Such notice 
shall also be given by 1 or more publications at least 1 week before the day of 
the hearing, in a newspaper of general circulation published in the City of     
Wilmington, Delaware or such publication as the Court deems advisable. The forms
of the notices by mail and by publication shall be approved by the Court, and   
the costs thereof shall be borne by the surviving or resulting corporation.     

(g) At the hearing on such petition, the Court shall determine the      
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an   
appraisal for their shares and who hold stock represented by certificates to    
submit their certificates of stock to the Register in Chancery for notation     
thereon of the pendency of the appraisal proceedings; and if any stockholder    
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.                                                               

  (h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or        
consolidation, together with a fair rate of interest, if any, to be paid upon   
the amount determined to be the fair value. In determining such fair value, the 
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of 
interest which the surviving or resulting corporation would have had to pay to  
borrow money during the pendency of the proceeding. Upon application by the     
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery 
or other pretrial proceedings and may proceed to trial upon the appraisal prior 
to the final determination of the stockholder entitled to an appraisal. Any     
stockholder whose name appears on                                               

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the list filed by the surviving or resulting corporation pursuant to subsection 
(f) of this section and who has submitted his certificates of stock to the      
Register in Chancery, if such is required, may participate fully in all         
proceedings until it is finally determined that he is not entitled to appraisal 
rights under this section.                                                      

(i) The Court shall direct the payment of the fair value of the shares, 
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court 
may direct. Payment shall be so made to each such stockholder, in the case of   
holders of uncertificated stock forthwith, and the case of holders of shares    
represented by certificates upon the surrender to the corporation of the        
certificates representing such stock. The Court's decree may be enforced as     
other decrees in the Court of Chancery may be enforced, whether such surviving  
or resulting corporation be a corporation of this State or of any state.        

(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon        
application of a stockholder, the Court may order all or a portion of the       
expenses incurred by any stockholder in connection with the appraisal           
proceeding, including, without limitation, reasonable attorney's fees and the   
fees and expenses of experts, to be charged pro rata against the value of all   
the shares entitled to an appraisal.                                            

(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d) 
of this section shall be entitled to vote such stock for any purpose or to      
receive payment of dividends or other distributions on the stock (except        
dividends or other distributions payable to stockholders of record at a date    
which is prior to the effective date of the merger or consolidation); provided, 
however, that if no petition for an appraisal shall be filed within the time    
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within 60 
days after the effective date of the merger or consolidation as provided in     
subsection (e) of this section or thereafter with the written approval of the   
corporation, then the right of such stockholder to an appraisal shall cease.    
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery 
shall be dismissed as to any stockholder without the approval of the Court, and 
such approval may be conditioned upon such terms as the Court deems just.       

     (1) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
   assented to the merger or consolidation shall have the status of authorized
and unissued shares of the surviving or resulting corporation.          

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EX-99.(A)(1) Last Page of 56 TOC 1st Previous Next Bottom Just 56th

The Depositary for the Offer is:
CITIBANK, N.A.

                                                        · Enlarge/Download Table

         BY HAND:                      BY MAIL:                   BY OVERNIGHT COURIER:     
                                                                                            
      Citibank, N.A.                Citibank, N.A.                   Citibank, N.A.         
  Corporate Trust Window    c/o Citicorp Data Distribution,  c/o Citicorp Data Distribution,
111 Wall Street, 5th Floor               Inc.                             Inc.              
 New York, New York 10043            P.O. Box 7072                   404 Sette Drive        
                               Paramus, New Jersey 07653        Paramus, New Jersey 07652   

FACSIMILE FOR ELIGIBLE INSTITUTIONS: (201) 262-3240 
TO CONFIRM FAX ONLY: (800) 422-2077 

Questions and requests for assistance may be directed to the Information Agent  
or the Dealer Manager at their respective telephone numbers and locations listed
below. Additional copies of this Offer to Purchase, the Letter of Transmittal,  
the Notice of Guaranteed Delivery and other related materials may be obtained   
from the Information Agent. You may also contact your broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Offer.       

The Information Agent for the Offer is: 

[Logo of MacKenzie Partners, Inc.]

156 Fifth Avenue
New York, New York 10010
(800) 322-2885 (TOLL FREE)
(212) 929-5500 (CALL COLLECT) 

The Dealer Manager for the Offer is:

ROTHSCHILD INC. 

1251 Avenue of the Americas 
New York, New York 10020
CALL TOLL FREE: (800) 753-5151 (EXT. 3611)

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 14D1 Filing	Date	First	Last	Other Filings

	1/31/92	7
	2/4/92	7
	1/1/93	19
	1/1/94	3	49
	4/14/94	4	7	8-K
	12/31/94	30	32	10-K, 11-K
	6/30/95	30	32	10-Q, 11-K
	12/31/95	5	44	10-K, 11-K
	2/29/96	5
	3/13/96	19
	6/1/96	46
	6/30/96	5	37	10-Q, 11-K
	8/14/96	11	14	10-Q
	9/19/96	11
	9/20/96	11
	9/30/96	31	34	10-Q
	10/4/96	15
	10/21/96	31
	10/25/96	11	34
	10/26/96	12
	10/27/96	12
	10/28/96	12		SC 13D/A
	10/30/96	12		SC 13D/A
	10/31/96	13
	11/4/96	13	34
	11/5/96	29	38
Filed On / Filed As Of	11/6/96	2	42	SC 13E3
	11/12/96	13
	1/3/97	27
	1/6/97	1	23	DEF13E3/A, SC 14D1/A
	5/31/97	34
	5/23/98	7	9
	4/14/4	9

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HC Investments Inc, et al. · SC 14D1 · Loctite Corp, et al. · On 11/6/96 · EX-99.(A)(1)

Filed On 11/6/96 · SEC Files 5-30426 (SC 13D/A), 5-30426 · Accession Number 912057-96-24773

Tender-Offer Statement -- Third-Party Tender Offer · Schedule 14D-1Filing Table of Contents

EX-99.(A)(1) · Exhibit (A)(1)-Offer to PurchaseExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Tender-Offer Statement -- Third-Party Tender Offer · Schedule 14D-1
Filing Table of Contents

EX-99.(A)(1) · Exhibit (A)(1)-Offer to Purchase
Exhibit Table of Contents