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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: OCTOBER 15, 1998
INSILCO HOLDING CO.
(Exact Name of Registrant as specified in its charter)
Delaware 06-1158291
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification Number)
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
(614) 792-0468
(Address, including zip code, and telephone number
including area code of Registrant's
principal executive offices)
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ITEM 5. OTHER EVENTS.
On October 15, 1998 Insilco Corporation, (the "Company"), a wholly owned
subsidiary of Insilco Holding Co., announced that it has launched a Consent
Solicitation to the holders of its 10.25% Senior Subordinated Notes, due in
2007, requesting the waiver of certain rights contained in the Note indenture
dated August 12, 1997. Following Insilco's change of control on August 17, 1998,
the Company was required to make, and has commenced an offer to purchase the
outstanding Notes at a price of 101% of the principal amount, plus accrued and
unpaid interest.
Insilco said that it is seeking from the holders of not more than 80% of the
outstanding principal amount of the Notes consent to waive their right to tender
the Notes pursuant to the offer to purchase and to agree instead to keep the
notes outstanding. In exchange for the waiver, Insilco will make a cash payment
of $70 per $1,000 principal amount. Holders who have given their consent must
also agree not to transfer their Notes to any person or to tender their notes in
connection with the offer to purchase prior to its expiration. Noteholders who
have already tendered their Notes in connection with the offer to purchase may
still elect to consent to the waiver and receive the cash payment if they
withdraw their tender and comply with the procedures set forth in the Consent
Solicitation. If consent agreements are received for more than 80% of the
outstanding Notes, selection of the Notes for which Consents are to be accepted
will be made by the company's Solicitation Agent, The Bank of New York, on a pro
rata basis, although Insilco has the option of accepting additional consents and
of accepting consents even if fewer are granted.
The Consent Solicitation will expire at 5:00 PM, New York City time, on Friday,
October 30, 1998, unless the Consent Solicitation is extended by the Company.
The Agent for the Consent Solicitation is The Bank of New York.
The Company's press release issued October 15, 1998 is attached as an exhibit
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
99 (a) Press release of the Company issued October 15, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INSILCO CORPORATION
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Registrant
Date: October 19, 1998 By: /s/ David A. Kauer
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David A. Kauer
Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99 (a) Press release of the Company issued October 15, 1998.
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Exhibit (99)(a)
Excellence in Electronics, Telecommunications, Automotive, Publishing
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NEWS RELEASE
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FOR IMMEDIATE RELEASE CONTACT: DAVID A. KAUER
VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(614) 792-0468
INSILCO SEEKS CONSENT AND WAIVER FROM NOTEHOLDERS
Offers Cash Payment for Noteholder Consent to Waive
Change of Control Purchase Offer
COLUMBUS, OHIO, OCTOBER 15, 1998 -- INSILCO CORPORATION (OTC BULLETIN
BOARD:INSL) said today that it has launched a Consent Solicitation to the
holders of its 10.25% Senior Subordinated Notes, due in 2007, requesting the
waiver of certain rights contained in the Note indenture dated August 12, 1997.
Following Insilco's change of control on August 17, 1998, the Company was
required to make, and has commenced an offer to purchase the outstanding Notes
at a price of 101% of the principal amount, plus accrued and unpaid interest.
Insilco said that it is seeking from the holders of not more than 80%
of the outstanding principal amount of the Notes consent to waive their right to
tender the Notes pursuant to the offer to purchase and to agree instead to keep
the notes outstanding. In exchange for the waiver, Insilco will make a cash
payment of $70 per $1,000 principal amount. Holders who have given their consent
must also agree not to transfer their Notes to any person or to tender their
notes in connection with the offer to purchase prior to its expiration.
Noteholders who have already tendered their Notes in connection with the offer
to purchase may still elect to consent to the waiver and receive the cash
payment if they withdraw their tender and comply with the procedures set forth
in the Consent Solicitation. If consent agreements are received for more than
80% of the outstanding Notes, selection of the Notes for which Consents are to
be accepted will be made by the company's Solicitation Agent, The Bank of New
York, on a pro rata basis, although Insilco has the option of accepting
additional consents and of accepting consents even if fewer are granted.
The Consent Solicitation will expire at 5:00 PM, New York City time, on
Friday, October 30, 1998, unless the Consent Solicitation is extended by the
Company. The Agent for the Consent Solicitation is The Bank of New York. Copies
of the Consent Solicitation and related materials, dated October 15, 1998, are
being mailed to all Noteholders of record. A detailed explanation of the terms
of the Consent Solicitation, and procedures for participating, are included in
these materials. Additional copies of these materials may be obtained by calling
Odell Romeo in the Reorganization Section of the Bank of New York at
212-815-6337.
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Insilco Corporation, based in suburban Columbus, Ohio, is a diversified
manufacturer of industrial components and a supplier of specialty publications.
The Company's industrial business units serve the automotive, electronics,
telecommunications and other industrial markets, and its publishing business
serves the school yearbook market. The Company had 1997 revenues in excess of
$500 million.
Investor Relations Contact: David A. Kauer or Stephen Smith, (614) 792-0468 or
write to Insilco Corporation, Investor Relations, 425 Metro Place North, Box
7196, Dublin, OH 43017 or call Melodye Demastus, Melrose Consulting (614)
771-0860.
