<PAGE> 1
As filed with the Securities and Exchange Commission on August 11, 1999.
Registration No. 333-61809
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INSILCO HOLDING CO.
(Exact name of Registrant as specified in its charter)
Delaware 06-1158291
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
425 Metro Place N., Fifth Floor
Dublin, Ohio 43017
(Address of Registrant's principal executive offices)
INSILCO HOLDING CO. DIRECT INVESTMENT PROGRAM
INSILCO HOLDING CO. STOCK OPTION PLAN
(Full Title of the Plan)
David A. Kauer
President and Chief Executive Officer
425 Metro Place N., Fifth Floor
Dublin, Ohio 43017
(Name, address and telephone number of agent for service)
Copies of Correspondence to:
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
(614) 227-1953
<PAGE> 2
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
On July 22, 1999, the stockholders of Insilco Holding Co. ("Insilco")
approved an amendment to the Insilco Holding Co. Amended and Restated Stock
Option Plan (the "Plan") to allow non-employee directors of Insilco to
participate in the Plan. A copy of the Plan as amended is attached as an exhibit
to this registration statement.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit Exhibit
Number Description
------ -----------
4(a) Certificate of Incorporation of the Company
(Exhibit 3.1 to the Company's current report on
Form 8-K (File No. 000-24813) filed with the
Securities and Exchange Commission on August 18,
1998, and incorporated herein by reference).
4(b) By-Laws of the Company (Exhibit 3.2 to the
Company's current report on Form 8-K (File No.
000-24813) filed with the Securities and
Exchange Commission on August 18, 1998), and
incorporated herein by reference).
4(c) Form of Insilco Holding Co. Direct Investment
Program (Exhibit 4(c) to Form S-8 Registration
Statement (Reg. No. 333-61809), and incorporated
herein by reference).
4(d) Form of Insilco Holding Co. Stock Option Plan
(Exhibit 4(d) to Form S-8 Registration Statement
(Reg. No. 333-61809), and incorporated herein by
reference).
4(e) * Insilco Holding Co. Amended and Restated Stock
Option Plan.
5 Opinion of Davis Polk & Wardwell regarding
legality (Exhibit 5 to Form S-8 Registration
Statement (Reg. No. 333-61809), and incorporated
herein by reference).
15 * Acknowledgment Letter of KPMG LLP.
23(a) Consent of Davis Polk & Wardwell (included in
Exhibit 5 filed herein).
23(b) * Consent of KPMG LLP.
24 Powers of Attorney (Exhibit 24 to Form S-8
Registration Statement (Reg. No. 333-61809), and
incorporated herein by reference).
* Filed with this Registration Statement
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, State of Ohio, on August 4,
1999.
INSILCO HOLDING CO.,
a Delaware corporation,
By: /s/ David A. Kauer
-----------------------------------
David A. Kauer, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
*David A. Kauer President, Chief Executive Officer ) August 4, 1999
- ------------------------------- and Director (Principal Executive
David A. Kauer Officer)
*Michael R. Elia Senior Vice President (Principal ) August 4, 1999
- ------------------------------- Financial and Accounting Officer)
Michael R. Elia
*Randall E. Curran Director ) August 4, 1999
- -------------------------------
Randall E. Curran
*William F. Dawson, Jr. Director ) August 4, 1999
- -------------------------------
William F. Dawson, Jr.
*Thompson Dean Director ) August 4, 1999
- -------------------------------
Thompson Dean
*John Fort, III Director ) August 4, 1999
- -------------------------------
John Fort, III
*David Y. Howe Director ) August 4, 1999
- -------------------------------
David Y. Howe
*Keith Palumbo Director ) August 4, 1999
- -------------------------------
Keith Palumbo
*By: /s/ David A. Kauer
---------------------------------
David A. Kauer, attorney-in-fact
for each of the persons indicated
</TABLE>
II-3
<PAGE> 4
Registration No. 333-61809
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INSILCO HOLDING CO.
EXHIBITS
<PAGE> 5
EXHIBIT INDEX
Exhibit Exhibit
Number Description
------ -----------
4(a) Certificate of Incorporation of the Company
(Exhibit 3.1 to the Company's current report on
Form 8-K (File No. 000-24813) filed with the
Securities and Exchange Commission on August 18,
1998, and incorporated herein by reference).
4(b) By-Laws of the Company (Exhibit 3.2 to the
Company's current report on Form 8-K (File No.
000-24813) filed with the Securities and
Exchange Commission on August 18, 1998, and
incorporated herein by reference).
4(c) Form of Insilco Holding Co. Direct Investment
Program (Exhibit 4(c) to Form S-8 Registration
Statement (Reg. No. 333-61809), and incorporated
herein by reference).
4(d) Form of Insilco Holding Co. Stock Option Plan
(Exhibit 4(d) to Form S-8 Registration Statement
(Reg. No. 333-61809), and incorporated herein by
reference).
4(e) * Insilco Holding Co. Amended and Restated Stock
Option Plan.
5 Opinion of Davis Polk & Wardwell regarding
legality (Exhibit 5 to Form S-8 Registration
Statement (Reg. No. 333-61809), and incorporated
herein by reference).
15 * Acknowledgment Letter of KPMG LLP.
23(a) Consent of Davis Polk & Wardwell (included in
Exhibit 5 filed herein).
23(b) * Consent of KPMG LLP.
24 Powers of Attorney (Exhibit 24 to Form S-8
Registration Statement (Reg. No. 333-61809), and
incorporated herein by reference).
* Filed with this Registration Statement
<PAGE> 1
EXHIBIT 4(e)
INSILCO HOLDING CO.
AMENDED AND RESTATED STOCK OPTION PLAN
SECTION 1. PURPOSE. The purposes of the Insilco Holding Co. Stock
Option Plan are to promote the interests of Insilco Holding Co. (the "Company")
and its stockholders by (i) attracting and retaining exceptional directors,
executive personnel and other key employees of the Company and its Subsidiaries;
(ii) motivating such individuals by means of performance-related incentives to
achieve longer-range performance goals; and (iii) enabling such individuals to
participate in the long-term growth and financial success of the Company.
SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall
have the meanings set forth below:
"AFFILIATE" means, with respect to any Person, any other
Person, directly or indirectly, controlling, controlled by, or under common
control with, such Person; provided that no stockholder of the Company shall be
deemed an Affiliate of any other stockholder of the Company solely by reason of
any investment in the Company. For the purpose of this definition, the term
"control" (including with correlative meanings, the terms "controlling",
"controlled by" and "under common control with"), when used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person, whether
through the ownership of voting securities, by contract or otherwise.
"AWARD" means any Option.
"AWARD AGREEMENT" means any written agreement, contract, or
other instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.
"AWARD PROGRAM" means any program established by the
Committee for the granting of Awards hereunder and attached as an addendum to
the Plan.
"BOARD" means the Board of Directors of the Company.
"CAUSE" means, unless otherwise defined in any Employment
Agreement or Award Agreement: (a) a Participant's willful and continued failure
substantially to perform his duties (other than as a result of total or partial
incapacity due to physical or mental illness); (b) a Participant's conviction of
a felony arising from or any act of fraud, embezzlement, or willful dishonesty
by the Participant in relation to the business or affairs of the Company or any
other felonious conduct on the part of the Participant that is materially
detrimental to the best interests of the Company; (c) a Participant being
repeatedly under the influence of illegal drugs or alcohol while performing his
duties; or (d) any other willful act which is materially injurious to the
financial condition or business reputation of the Company or any of its
Affiliates as determined in the reasonable discretion of the Company, including
a Participant's breach of the provisions of any non-competition,
non-solicitation or confidentiality covenant in favor of the Company or its
Affiliates binding upon such Participant. Notwithstanding the foregoing, no
action or failure to act will constitute "Cause" if the Participant believed in
good faith that such action or failure to act was in the best interest of the
Company.
"CODE" means the Internal Revenue Code of 1986, as the same
may be amended, and the rules and regulations promulgated thereunder.
"COMMITTEE" means a committee of the Board designated by the
Board to administer the Plan. Until otherwise determined by the Board, the full
Board shall be the Committee under the Plan.
"COMPANY" means Insilco Holding Co., a Delaware corporation.
"DIRECTOR" means any employee or non-employee member of the
Board of Directors of the Company or any Subsidiary.
"EMPLOYEE" means an employee of the Company or any
Subsidiary.
<PAGE> 2
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
the same may be amended, and the rules and regulations promulgated thereunder.
"FAIR MARKET VALUE" means, with respect to the Shares, as of
any given date or dates, the average reported closing price of a share of such
class of common stock on such exchange or market as is the principal trading
market for such class of common stock for the three trading days immediately
preceding such date or dates. If such class of common stock is not traded on an
exchange or principal trading market on such date, the fair market value of a
Share shall be determined by the Committee in good faith taking into account as
appropriate recent sales of the Shares, recent valuations of the Shares and such
other factors as the Committee shall in its discretion deem relevant or
appropriate.
"OPTION" means an option to purchase Shares from the Company
granted under the Plan, which at the discretion of the Committee may be an
option intended to qualify as an "incentive stock option" within the meaning of
Code Section 422or a nonqualified option.
"PARTICIPANT" means any Director or Employee selected by the
Committee to receive an Award under the Plan (and to the extent applicable, any
heirs or legal representatives thereof).
"PERSON" means any individual, corporation, partnership,
limited liability company, association, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
"PLAN" means this Insilco Holding Co. Stock Option Plan.
"SEC" means the Securities and Exchange Commission or any
successor thereto.
"SHARES" means shares of common stock, $0.001 par value, of
the Company or such other securities as may be designated by the Committee from
time to time.
"SUBSIDIARY" shall mean, with respect to any Person, any
corporation or other entity of which securities or other ownership interests
having ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions are at the time directly or
indirectly owned by such Person.
SECTION 3. ADMINISTRATION.
(a) AUTHORITY OF COMMITTEE. The Plan shall be administered by
the Committee. Subject to the terms of the Plan, applicable law and contractual
restrictions affecting the Company, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority to:
(i) designate Participants;
(ii) determine the type or types of Awards to be
granted to a Participant;
(iii) determine the number of Shares to be covered
by, or with respect to which payments, rights, or other matters are to be
calculated in connection with, Awards;
(iv) determine the terms and conditions of any
Award and Award Agreement;
(v) determine whether, to what extent, and under
what circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards or other property, or canceled, forfeited, or suspended
and the method or methods by which Awards may be settled, exercised, canceled,
forfeited, or suspended, subject to Section 9(b);
(vi) determine whether, to what extent, and under
what circumstances cash, Shares, other securities, other Awards, other property,
and other amounts issued or payable with respect to an Award shall be deferred
either automatically or at the election of the holder thereof or of the
Committee, subject to Section 9(b);
<PAGE> 3
(vii) determine whether, to what extent, and under
what circumstances cash, Shares, other securities, other Awards, other property,
and other amounts issued or payable with respect to an Award shall be subject to
restrictions on transfer, assignment, pledge or other disposition or alienation
and the nature of such restrictions, subject to Section 9(b);
(viii) interpret and administer the Plan and any
instrument or agreement relating to, or
Award made under, the Plan;
(ix) establish, amend, suspend, or waive such
rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and
(x) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan.
(b) COMMITTEE DISCRETION BINDING. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon all Persons, including the Company, any
Subsidiary, any Participant, any holder or beneficiary of any Award, any
shareholder and any Employee.
SECTION 4. SHARES AVAILABLE FOR AWARDS.
(a) SHARES AVAILABLE. Subject to adjustment as provided in
Section 4(b) and 4(c), the number of Shares with respect to which Awards may be
granted under the Plan shall be 200,000. If, after the effective date of the
Plan, any Shares covered by an Award granted under the Plan or to which such an
Award relates are forfeited, or if such an Award is settled for cash or
otherwise terminates or is canceled without the delivery of Shares, then the
Shares covered by such Award, or to which such Award relates, or the number of
Shares otherwise counted against the aggregate number of Shares with respect to
which Awards may be granted, to the extent of any such settlement, forfeiture,
termination or cancellation, shall, in the calendar year in which such
settlement, forfeiture, termination or cancellation occurs, again become Shares
with respect to which Awards may be granted unless any dividends have been paid
thereon prior to such settlement, forfeiture, termination or cancellation. In
addition, Shares tendered in satisfaction or partial satisfaction of the
exercise price of any Award or any tax withholding obligations will again become
Shares with respect to which Awards may be granted. Notwithstanding the
foregoing and subject to adjustment as provided in Section 4(b), no Participant
may receive Options in any calendar year that relate to more than 100,000
Shares.
(b) ADJUSTMENTS. In the event that the Committee determines
that any dividend or other distribution (whether in the form of cash, Shares,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, reclassification, merger, consolidation, split-up,
spin-off, combination, repurchase, or exchange of Shares or other securities of
the Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in good faith and in
such manner as it may deem equitable, adjust any or all of (i) the number of
Shares of the Company (or number and kind of other securities or property) with
respect to which Awards may thereafter be granted, (ii) the number of Shares or
other securities of the Company (or number and kind of other securities or
property) subject to outstanding Awards, and (iii) the grant or exercise price
with respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award.
(c) SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares
delivered pursuant to an Award may consist, in whole or in part, of authorized
and unissued Shares or of treasury Shares.
SECTION 5. ELIGIBILITY. Any Director or Employee, including any
officer of the Company or any Subsidiary, shall be eligible to be designated a
Participant.
<PAGE> 4
SECTION 6. STOCK OPTIONS.
(a) GRANT. Subject to the provisions of the Plan and
contractual restrictions affecting the Company, the Committee shall have sole
and complete authority to determine the Participants to whom Options shall be
granted, the number of Shares to be covered by each Option, the exercise price
therefor and the conditions and limitations applicable to the exercise of the
Option.
(b) EXERCISE PRICE. The Committee in its sole discretion
shall establish the exercise price at the time each Option is granted, subject
to any minimum amounts established by the Committee.
(c) EXERCISE. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter subject to
Section 9(b). The Committee may impose such conditions in the applicable Award
Agreement with respect to the exercise of Options, including without limitation,
any relating to the application of Federal or state securities laws, as it may
deem necessary or advisable.
(d) PAYMENT. No Shares shall be delivered pursuant to any
exercise of an Option until payment in full of the exercise price, or adequate
provision therefor, is received by the Company. Such payment may be made: (i) in
cash; (ii) in Shares owned by the Participant for at least six months (the value
of such Shares shall be their Fair Market Value on the date of exercise); (iii)
by a combination of cash and Shares; or (iv) in such other manner as permitted
by the Committee at the time of grant or thereafter.
(e) AWARD PROGRAM. The terms and conditions applicable to
each Award may be determined separately for each such Award or established in
accordance with the terms of an Award Program adopted by the Committee and
attached as an addendum to the Plan.
SECTION 7. VESTING; TERMINATION OF EMPLOYMENT. Each Award Agreement
shall contain such terms as the Committee may in its sole discretion determine
concerning vesting, forfeiture, the Company's rights of repurchase of Shares
acquired upon exercise of an Option, and/or the effects of termination or
suspension of a Participant's employment upon the exercisability of any Option
granted thereunder.
SECTION 8. CHANGE OF CONTROL. The Committee, in its sole discretion,
may provide in an Award Agreement for the accelerated vesting or settlement of
an Award in the event of a change in the ownership or control of the Company or
upon any other event with respect to which the Committee deems it appropriate to
provide for such accelerated vesting or settlement of an Award. Any provision of
this Plan or any Award Agreement to the contrary notwithstanding, in the event
of a change in the ownership or control of the Company or an offer to
Participants generally relating to the acquisition of Shares, including through
purchase, merger or otherwise, the Committee may cause any Award granted
hereunder to be canceled in consideration of a cash payment or alternative Award
made to the holder of such canceled Award equal in value to the Fair Market
Value of such canceled Award.
SECTION 9. AMENDMENT AND TERMINATION.
(a) AMENDMENTS TO THE PLAN. Subject to Section 9(b), the
Board may amend, alter, suspend, discontinue, or terminate the Plan or any
portion thereof at any time; provided that no such amendment, alteration,
suspension, discontinuation or termination shall be made without shareholder
approval if such approval is necessary to comply with any tax or regulatory
requirement, including for these purposes any approval requirement which is a
prerequisite for exemptive relief from Section 16(b) of the Exchange Act, for
which or with which the Board deems it necessary or desirable to qualify or
comply. Notwithstanding anything to the contrary herein, the Committee may amend
the Plan in such manner as may be necessary so as to have the Plan conform with
local rules and regulations in any jurisdiction outside the United States.
(b) AMENDMENTS TO AWARDS. Subject to the terms of the Plan
and applicable law, the Committee may waive any conditions or rights under,
amend any terms of, or alter, suspend, discontinue, cancel or terminate, any
Award theretofore granted, prospectively or retroactively; provided that any
such waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would adversely affect the rights of a Participant or any
holder or beneficiary of any Award theretofore granted shall not to that extent
be effective without the consent of the affected Participant, holder or
beneficiary.
<PAGE> 5
SECTION 10. GENERAL PROVISIONS.
(a) DIVIDEND EQUIVALENTS. In the sole and complete discretion
of the Committee, an Award may provide the Participant with dividends or
dividend equivalents, payable in cash, Shares, other securities or other
property on a current or deferred basis.
(b) NONTRANSFERABILITY. Except to the extent otherwise
provided in an Award Agreement, no Award shall be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a Participant, except
by will or the laws of descent and distribution.
(c) NO RIGHTS TO AWARDS. No Employee, Participant or other
Person shall have any claim to be granted any Award, and there is no obligation
for uniformity of treatment of Employees, Participants, or holders or
beneficiaries of Awards. The terms and conditions of Awards need not be the same
with respect to each recipient.
(d) SHARE CERTIFICATES. Certificates issued in respect of
Shares shall, unless the Committee otherwise determines, be registered in the
name of the Participant. Such stock certificates shall carry such appropriate
legends, and such written instructions shall be given to the Company's transfer
agent, as may be deemed necessary or advisable by counsel to the Company in
order to comply with the requirements of the Securities Act of 1933, any state
securities laws or any other applicable laws or other restrictions as may be
applicable to the Shares represented by such stock certificate. Any stock
certificate issued in respect of Shares that are subject to transfer
restrictions set forth in the Award Agreement under which such Shares are
issued, or otherwise agreed as between the Company and the Participant, shall be
deposited by such Participant, together with a stock power endorsed in blank,
with the Company, and such Shares shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable. When the Participant
ceases to be bound by such transfer restrictions, the Company shall deliver such
certificates to the Participant upon request.
(e) WITHHOLDING. A Participant may be required to pay to the
Company or any Subsidiary, and the Company or any Subsidiary shall have the
right and is hereby authorized to withhold from any Award, from any payment due
or transfer made under any Award or under the Plan or from any compensation or
other amount owing to a Participant the amount (in cash, Shares, other
securities, other Awards or other property) of any applicable withholding taxes
in respect of an Award, its exercise, or any payment or transfer under an Award
or under the Plan and to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such taxes.
The Committee may provide for additional cash payments to holders of Awards to
defray or offset any tax arising from any such grant, lapse, vesting, or
exercise of any Award.
(f) AWARD AGREEMENTS. Each Award hereunder shall be evidenced
by an Award Agreement that shall be delivered to the Participant and shall
specify the terms and conditions of the Award and any rules applicable thereto.
(g) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing
contained in the Plan shall prevent the Company or any Subsidiary from adopting
or continuing in effect other compensation arrangements, which may, but need
not, provide for the grant of options, restricted stock, Shares and other types
of Awards provided for hereunder (subject to shareholder approval if such
approval is required), and such arrangements may be either generally applicable
or applicable only in specific cases.
(h) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not
be construed as giving a Participant the right to be retained in the employ or
service of the Company or any Subsidiary or interfere in any way with the right
of the Company or any Subsidiary to terminate his or her employment at any time,
subject to any obligations under any Employment Agreement covering the
Participant.
(i) RIGHTS AS A STOCKHOLDER. Subject to the provisions of the
applicable Award, no Participant or holder or beneficiary of any Award shall
have any rights as a stockholder with respect to any Shares to be issued under
the Plan until he or she has become the holder of such Shares.
(j) GOVERNING LAW. The validity, construction, and effect of
the Plan and any rules and
<PAGE> 6
regulations relating to the Plan and any Award Agreement shall be determined in
accordance with the laws of the State of Delaware.
(k) SEVERABILITY. If any provision of the Plan or any Award
is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.
(l) OTHER LAWS. The Committee may refuse to issue or transfer
any Shares or other consideration under an Award if, acting in its sole
discretion, it determines that the issuance or transfer of such Shares or such
other consideration violates any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant in connection therewith shall
be promptly refunded to the relevant Participant, holder or beneficiary. Without
limiting the generality of the foregoing, no Award granted hereunder shall be
construed as an offer to sell securities of the Company, and no such offer shall
be outstanding, unless and until the Committee in its sole discretion has
determined that any such offer, if made, would be in compliance with all
applicable requirements of the U.S. federal securities laws and any other laws
to which such offer, if made, would be subject.
(m) NO TRUST OR FUND CREATED. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Subsidiary and a Participant
or any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Subsidiary pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Subsidiary.
(n) NO FRACTIONAL SHARES. No fractional Shares shall be
issued or delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash or other securities or other property shall be paid or
transferred in lieu of any fractional Shares or whether such fractional Shares
or any rights thereto shall be canceled, terminated, or otherwise eliminated.
(o) TRANSFER RESTRICTIONS. Shares acquired pursuant to an
Award may not be sold, assigned, transferred, pledged or otherwise disposed of,
except as provided in the Plan, the applicable Award Agreement and any other
agreement executed by the Participant in connection with the grant, exercise or
settlement such Award.
(p) HEADINGS. Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction
or interpretation of the Plan or any provision thereof.
SECTION 11. TERM OF THE PLAN.
(a) EFFECTIVE DATE. The Plan shall be effective as of August
14, 1998.
(b) EXPIRATION DATE. The Board and the Committee's authority
to grant Awards under the Plan shall terminate on the tenth anniversary of the
Plan's effective date. Unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted hereunder may, and the authority
of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award or to waive any conditions or rights under any such
Award shall, continue after the authority for grant of new Awards hereunder has
been exhausted.
<PAGE> 1
EXHIBIT 15
ACKNOWLEDGMENT LETTER
Insilco Holding Co.
Columbus, Ohio
Ladies and Gentleman:
Registration Statement No. 333-61809
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our reports dated May 3, 1999 and July 30, 1999
related to our reviews of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
Very truly yours,
/s/ KPMG LLP
Columbus, Ohio
August 4, 1999
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Insilco Holding Co.
We consent to the use of our audit report dated February 10, 1999, except as to
the fourth paragraph of Note 7, which is as of March 26, 1999 on the
consolidated financial statements of Insilco Holding Co. as of December 31,
1998 and 1997 and for each of the years in the three-year period then ended
incorporated herein by reference from the Insilco Corporation Form 10-K for the
year ended December 31, 1998.
/s/ KPMG LLP
Columbus, Ohio
August 4, 1999
