PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) of
the Rules and Regulations Under the
Securities Act of 1933
(To Prospectus dated June 7, 1999,
and to the Prospectus Supplements dated
July 22, 1999, August 11, 1999,
September 3, 1999, October 5, 1999,
and November 12, 1999) Registration Statement No. 333-63563
INSILCO HOLDING CO.
COMMON STOCK
WARRANTS TO PURCHASE COMMON STOCK
PAY-IN-KIND PREFERRED STOCK
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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 December 20, 1999, filed with the Securities and
Exchange Commission on December 23, 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.
December 28, 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: DECEMBER 20, 1999
INSILCO HOLDING CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-24813 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.
The Company's press release issued December 20, 1999 is attached as an exhibit
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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99 (a) Press release of the Company issued
December 20, 1999.
2
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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: December 20, 1999 By: /s/ MICHAEL R. ELIA
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Michael R. Elia
Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99 (a) Press release of the Company issued
December 20, 1999.
4
<PAGE>
Exhibit 99(a)
Excellence in Electronics, Telecommunications, Automotive, Publishing
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NEWS RELEASE
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FOR IMMEDIATE RELEASE
INVESTORS: MICHAEL R. ELIA MEDIA: MELODYE DEMASTUS
SR. VICE PRESIDENT & CFO MELROSE CONSULTING
(614) 791-3117 (614) 771-0860
INSILCO HOLDING CO. TO SELL SPECIALTY PUBLISHING UNIT
COLUMBUS, OHIO, DECEMBER 20, 1999 - INSILCO HOLDING CO. (OTC BULLETIN
BOARD: INSL) announced today that it signed a definitive agreement for the sale
of Taylor Publishing, its specialty publishing business unit, to a newly formed
company owned by Castle Harlan Partners III, L.P. for proceeds of $93.48 million
subject to adjustments for working capital and other transaction-related costs.
The sale, which is expected to be completed the first quarter of 2000,
is subject to certain customary conditions including expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Act.
David A. Kauer, Insilco President and CEO, said, "While Taylor is a
fine business unit with solid prospects, the company does not fit with our
long-term strategy to pursue growth in our heat exchanger and technologies
businesses. As we have previously disclosed, we continue to look for
opportunities to reduce our debt and refine our focus on our core business
groups. Taylor Publishing has been a part of the Insilco family since the late
1960s and we appreciate the many years of hard-work and dedication provided by
the associates at Taylor and wish them the best for the future."
Taylor Publishing, headquartered in Dallas Texas, has been a leader in
the production of school yearbooks and other commemorative books for more than
60 years. For the year ended December 31, 1998, Taylor had sales of $101 million
and employed more than 1,300 associates.
The statements made in this press release that are not historical facts
are forward looking statements, including statements with respect to the
company's ability to close the sale transaction by first quarter 2000 and the
Company's ability reduce its debt load and invest in its core businesses, and as
such, are subject to certain risks and uncertainties. It is important to note
that results could differ materially from those projected in such
forward-looking statements. Factors which could cause results to differ
materially include, but are not limited to: the inability to obtain regulatory
approval for the sale, changes in terms as a result of the buyer's completion of
due diligence, changes in demand for the Company's products, changes in market
trends, general competitive pressures from existing and new competitors, adverse
changes in operating performance, and adverse economic conditions. 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 and reports on 10-Q for
the quarters ended March 31, June 30 and September 30, 1999. Copies of these
filings may be obtained by contacting the Company or the SEC.
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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: Michael Elia (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.investor-access.com/insilco.html.
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