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
and to the Prospectus Supplements dated
July 22, 1999, August 11, 1999,
September 3, 1999, October 5, 1999, Registration Statement No. 333-63563
November 12, 1999, December
28, 1999, February 24, 2000, March
3, 2000, March 30, 2000, April 20, 2000
May 12, 2000, May 19, 2000, August 4,
2000, August 16, 2000, September 15,
2000, November 13, 2000 and November
16, 2000)
INSILCO HOLDING CO.
COMMON STOCK
WARRANTS TO PURCHASE COMMON STOCK
PAY-IN-KIND PREFERRED STOCK
---------------------------------
RECENT DEVELOPMENTS
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Attached hereto and incorporated by reference herein is the Current
Report on Form 8-K of Insilco Holding Co. dated December 19, 2000, and filed
with the Securities and Exchange Commission on December 19, 2000.
---------------------------------
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 26, 2000
<PAGE>
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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 19, 2000
INSILCO HOLDING CO.
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(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
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
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<PAGE>
ITEM 5. OTHER EVENTS.
The Company's press release issued December 19, 2000 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
19, 2000.
2
<PAGE>
SIGNATURES
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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 19, 2000 By: /S/ MICHAEL R. ELIA
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Michael R. Elia
Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
3
<PAGE>
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99 (a) Press release of the Company issued December 19, 2000.
4
<PAGE>
EXHIBIT 99 (A)
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INSILCO LOGO
Excellence in Electronics and Telecommunications Components
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NEWS RELEASE FOR IMMEDIATE RELEASE
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INVESTORS: MICHAEL R. ELIA SR. VICE PRESIDENT & CFO (614) 791-3117
MEDIA: MELODYE DEMASTUS MELROSE CONSULTING (614) 771-0860
INSILCO HOLDING CO. TO ACQUIRE INNET TECHNOLOGIES
COLUMBUS, OHIO, DECEMBER 19, 2000 -- INSILCO HOLDING CO. (OTC BULLETIN
BOARD: INSL) today reported that it has signed an agreement to acquire the
remaining outstanding shares that it currently does not own of San Diego-based
InNet Technologies. InNet designs, develops and markets a broad range of
magnetic interface products to networking, computer and telecommunications
original equipment manufacturers ("OEMs"). Insilco and InNet have had a
longstanding relationship since 1996 and jointly develop, manufacture and sell
the MagJack family of modular connector jacks with integrated magnetics. The
Company said the transaction, which is expected to close in first quarter 2001,
is subject to InNet shareholder and regulatory approval, closing on a commitment
for financing, and other customary terms and conditions. Financial terms of the
transaction were not disclosed.
David A. Kauer, Insilco President and CEO, said, "The merger of Insilco
and InNet enables us to more fully integrate our distinct technological
expertise and production capabilities to develop and manufacture connector and
electronic circuit assemblies capable of supporting higher speeds and broader
bandwidths required by Internet access applications."
"Our joint efforts have already led to the successful integration of
Insilco's Stewart Connector Systems brand of high-speed data grade connectors
with InNet's advanced miniature magnetic interface designs to create the
Stewart/InNet MagJack, while taking advantage of InNet's low-cost production
capabilities. Through a superior value proposition that includes significant
space savings on circuit boards, reduced assembly costs, and much better
performance and reliability, the MagJack has enabled us to establish an early
leadership position with major computer, network and communications OEMs in this
rapidly growing niche segment of the passive components market. The merger also
enables Insilco to expand its low-cost production capabilities into China, where
InNet has approximately 300,000 square feet of manufacturing capacity."
Dale Trunzo, President of InNet, said, "We believe that this is a very
positive development for both companies. The close working relationship between
Insilco's Stewart Connector unit and InNet has allowed us to lead the way for
the industry to integrate connectors and interface magnetics. Now that our
technology is accepted, the new, closer relationship will allow us to quickly
capitalize on its rapid application."
-more-
<PAGE>
Insilco Holding Co., through its wholly-owned subsidiary Insilco
Technologies, Inc., is a leading global manufacturer of cable assemblies, wire
harnesses, fiber optic assemblies and subassemblies, high-speed data
transmission connectors, power transformers and planar magnetic products, and
highly engineered, precision stamped metal components. Insilco maintains more
than one million square feet of manufacturing space and has 18 locations
throughout the United States, Canada, Mexico, Northern Ireland, Ireland and the
Dominican Republic serving the telecommunications, networking, computer,
electronics, automotive and medical markets. For more information visit our
sites at www.insilco.com or www.insilcotechnologies.com.
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InNet is a leading developer and manufacturer of a broad range of
magnetic interface products serving the networking, telecommunications and
computer industries. Its products include discrete and integrated electronic
circuit assemblies and components used to match data network equipment to the
networks or communications lines and to protect equipment from power surges and
"electronic noise". Headquartered in San Diego, California, InNet manufactures
substantially all of its products from nearly 300,000 square feet of
manufacturing space in the province of Guangdong, Peoples Republic of China. For
more information, visit the InNet website at: www.InNet-tech.com.
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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 INNET'S
GROWTH PROSPECTS. 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
FOLLOWING: DELAYS IN NEW PRODUCT INTRODUCTIONS, LACK OF MARKET ACCEPTANCE FOR
NEW PRODUCTS, 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, CHANGES IN INTEREST RATES, AND ADVERSE
ECONOMIC CONDITIONS WHICH COULD AFFECT THE AMOUNT OF CASH AVAILABLE FOR DEBT
SERVICING AND CAPITAL INVESTMENTS. 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, 1999 AND SUBSEQUENT REPORTS ON FORM 10Q. COPIES OF THESE
FILINGS MAY BE OBTAINED BY CONTACTING THE COMPANY OR THE SEC.
Investor Relations Contact: Michael R. Elia, (614) 791-3117 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.
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