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PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) of
the Rules and Regulations Under the
(To Prospectus dated June 7, 1999) Securities Act of 1933
Registration Statement No. 333-65039
INSILCO HOLDING CO.
14% SENIOR DISCOUNT NOTES DUE 2008
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RECENT DEVELOPMENTS
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Attached hereto and incorporated by reference herein is the Form 8-K of
Insilco Holding Co., dated June 25, 1999, filed with the Securities and Exchange
Commission on July 1, 1999.
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This Prospectus Supplement, together with the Prospectus, is to be used
by Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") in connection
with offers and sale of the above-referenced securities in market-making
transactions at negotiated prices related to prevailing market prices at the
time of the sale. DLJSC may act as principal or agent in such transactions.
July 22, 1999
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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: JUNE 25, 1999
INSILCO HOLDING CO.
(Exact Name of Registrant as specified in its charter)
Delaware 0-24813 06-1158291
(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.
The Company's press release issued June 25, 1999 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 June 25, 1999.
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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 HOLDING CO.
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Registrant
Date: June 25, 1999 By: /s/ Michael R. Elia
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Michael R. Elia
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
99 (a) Press release of the Company issued June 25, 1999.
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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 INVESTORS: STEPHEN J. SMITH MEDIA: MELODYE DEMASTUS
TREASURER MELROSE CONSULTING
(614) 792-0468 (614) 771-0860
INSILCO HOLDING CO. ANNOUNCES ORGANIZATIONAL CHANGE
COLUMBUS, OHIO, JUNE 25, 1999 - INSILCO HOLDING CO. (OTC BULLETIN
BOARD:INSL) today announced that as part of its corporate-wide initiative to
focus resources at key business units it has decided to reduce the Company's
corporate office staff and accelerate its planned divestiture of certain
non-core businesses. In connection with these initiatives, Robert L. Smialek,
Chairman, President and CEO, is leaving the Company to pursue other interests.
John F. Fort III, an Insilco board member, has been named non-executive
Chairman of the Board. Former CFO, David A. Kauer, has been appointed to the
post of President and Chief Executive Officer. Michael R. Elia, Vice President
and Corporate Controller will assume the duties of Chief Financial Officer.
Mr. Fort, who joined Insilco's Board earlier this year, is the former
Chairman of the Board and Chief Executive Officer of Tyco International, where
he remains a director. He is a member of the DLJ Merchant Banking Advisory Group
and is also a director of Roper Industries, Dover Corporation and Thermadyne
Holdings Corp.
Mr. Kauer joined Insilco in 1993 as Treasurer, was named Vice President
in April, 1997 and Chief Financial Officer in May, 1998. Prior to joining
Insilco, Mr. Kauer spent twelve years in a variety of management positions at
Johnson Controls.
Mr. Elia rejoined Insilco in 1998 and held senior financial positions
with Insilco's Technologies Group from 1983 to 1994. Prior to rejoining Insilco,
he was Chief Financial Officer of Jordan Telecommunication Products, Inc. and
served as Division Vice President and Controller and as Director of Strategic
Planning for Fieldcrest Cannon, Inc. Mr. Elia began his career with Ernst and
Young LLP in 1981.
Insilco CEO, David A. Kauer, said, "Insilco will continue with its
long-term strategy of creating shareholder value by building on businesses where
it has a sustainable competitive advantage, while divesting other non-core
businesses to fund that growth and to decrease outstanding debt. During the past
year, we have completed several complementary acquisitions in contract cable
assembly and precision stamped parts and have a pending acquisition in the heat
exchanger market. At this time, we are in discussions with potential acquirers
of certain of our non-core business units. We are also moving ahead with our
strategy to lower our operating costs and this corporate action is an example of
that effort."
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The statements made in this press release which are not historical
facts may be deemed forward looking statements, and, as such, are subject to
certain risks and uncertainties, including statements with respect to the
Company's long-term outlook; growth prospects; slowdown in either the automotive
parts or the electronics markets; the ability to improve operating efficiencies
and to further reduce expenses and possible acquisitions and divestitures.
Further information concerning factors that could cause actual results to differ
materially from those in the forward-looking statements are contained from time
to time in the Company's SEC filings, including but not limited to the Company's
report on Form 10-K for the year ended December 31, 1998. Copies of the
Company's SEC filings may be obtained by contacting the SEC.
Insilco Holding Co., 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. It had revenues in 1998 of $535.6 million.
Investor Relations Contact: Stephen Smith, (614) 792-0468 or write to Insilco
Holding Co., Investor Relations, 425 Metro Place North, Box 7196, Dublin, OH
43017 or call Melodye Demastus, Melrose Consulting (614) 771-0860. You may also
visit our web site at http://www.insilco.com.
