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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
and to the Prospectus Supplements
dated July 22, 1999, August 11,
1999, September 3, 1999, October 5, Registration Statement No. 333-63563
1999, 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 and September
15, 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 November 7, 2000, and filed with
the Securities and Exchange Commission on November 7, 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.
November 13, 2000
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<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: NOVEMBER 7, 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 (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
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 November 3, 2000 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 November 3, 2000.
2
<PAGE>
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.
------------------------------------------
Registrant
Date: November 7, 2000 By: /s/ MICHAEL R. ELIA
--------------------------------------
Michael R. Elia
Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99 (a) Press release of the Company issued November 3, 2000.
4
<PAGE>
DOCUMENT>
TYPE> EX-99.a
DESCRIPTION> PRESS RELEASE
TEXT>
EXHIBIT 99 (A)
--------------
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. CONTINUES POSITIVE EARNINGS MOMENTUM
REPORTS SHARPLY HIGHER THIRD QUARTER 2000 RESULTS FROM ONGOING OPERATIONS
COLUMBUS, OHIO, NOVEMBER 3, 2000 -- INSILCO HOLDING CO. (OTC BULLETIN
BOARD: INSL) today reported strong gains in sales, EBITDA and operating cash
flow for its third quarter ended September 30, 2000. The Company said that
results for its automotive segment, which the Company divested during the 2000
third quarter, are being reported as discontinued operations and are therefore
not included in consolidated sales and EBITDA (earnings before interest, taxes,
depreciation, amortization and non-operating items). Also, included in the
Company's reported consolidated results for 1999 are the results of the
Company's Romac Metals and McKenica operations, which were divested in the third
quarter of 1999. These results are excluded on a pro forma basis.
THIRD QUARTER RESULTS
Third quarter reported sales increased by 60% to $99.5 million from
$62.0 million recorded last year, fueled by strong demand for the Company's data
grade connector products and reflecting the benefit of sales from the Company's
recently acquired custom assembly businesses. On a pro forma basis to include
acquisitions in the prior year's results, the Company's third quarter sales
increased 34% from the third quarter last year. These pro forma results reflect
a 53% increase in the Company`s custom assembly segment due to increased
worldwide demand for the Company's custom assemblies used in OEM optical and
networking equipment. Sales of passive components increased 31% as demand from
networking and communications customers increased for the Company's integrated
connector modules or MagJack components. MagJack components integrate magnetic
interface components within the body of RJ-45 and RJ-11 connectors and are used
to connect hardware devices to networking routers, switches, and servers. Sales
from the Company's precision stamping segment, which stamps high tolerance,
engineered electrical contacts, were down 4% from a year ago reflecting softer
sales of automotive electronic and consumer battery components.
For the current quarter, reported EBITDA more than doubled to $15.4
million from $7.1 million recorded last year. A favorable sales mix for
higher-margin data grade connector products and performance from its recent
acquisitions contributed to the strong EBITDA performance. The Company's pro
forma third quarter EBITDA increased to $17.7 million from $14.6 million in the
third quarter last year due to strong demand for the Company's custom assemblies
used in optical and networking equipment assemblies and integrated connector
components. Pro forma EBITDA in the current quarter includes $5.1 million in
acquisition related incentives. Excluding these incentives, pro forma EBITDA
would have been $22.8 million in the current quarter.
-more-
<PAGE>
CEO COMMENTS
David A. Kauer, Insilco President and CEO, said, "Our strong third
quarter performance reflects a continuation of the increased demand we have
experienced year to date for our electronic components, in particular our data
grade connectors and custom cable assemblies. As a result, pro forma sales and
EBITDA for the first nine months of 2000 are up 39% and 43%, respectively. With
a strong order backlog at the end of the third quarter, as well as an expanded
customer base as a result of the Precision Cable acquisition, we believe we'll
see a continuation of the strong market demand for the balance of this year and
look forward to reporting positive results for the fourth quarter and full
year."
REPORTED RESULTS
After accounting for the extra ordinary write-off of 1998 deferred
financing costs and discontinued operations, the Company reported net income of
$19.2 million for its current third quarter compared to net income of $7.8
million recorded a year ago in the third quarter. Income available to common
shareholders for the third quarters of 2000 and 1999 was $17.4 million, or
$10.94 per diluted share, and $6.3 million, or $4.06 per diluted share,
respectively.
Insilco Holding Co., through its wholly-owned subsidiary, INSILCO
TECHNOLOGIES, INC. is one of leading global manufacturers of electronic
interconnection components and systems. Through its CUSTOM ASSEMBLY SEGMENT the
Company is a leading global supplier of cable assemblies, wire harnesses, fiber
optic assemblies and subassemblies, serving the telecommunications, computer
networking, electronics and medical markets. Through its PASSIVE COMPONENTS
SEGMENT, the Company manufactures high-speed data transmission connectors,
serving the computer networking and electronics markets and is a leading
manufacturer of both custom designed and off the shelf power transformers and
planar magnetics, globally serving a broad base of electronics and electrical
original equipment manufacturers. Insilco's PRECISION STAMPING SEGMENT
manufactures highly-engineered, medium to high volume stamped metal components,
serving the electronics, electrical, battery and automotive industries. Insilco
maintains more than one million square feet of manufacturing space and has 18
locations throughout the United States, Canada, Mexico, Northern Ireland,
Ireland, Puerto Rico and the Dominican Republic. For more information visit our
sites at www.insilco.com or www.insilcotechnologies.com
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 ABILITY TO DELIVER DOUBLE DIGIT SALES AND EARNINGS GROWTH; LONG-TERM
OUTLOOK; GROWTH PROSPECTS; THE ABILITY TO IMPROVE OPERATING EFFICIENCIES AND TO
FURTHER REDUCE EXPENSES. 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.
-TABLES TO FOLLOW-
<PAGE>
INSILCO HOLDING CO.
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in millions, except share and per share data)
ACTUAL
<TABLE><CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- ----------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Sales $ 99.5 62.0 $ 270.2 188.2
Cost of sales, excluding depreciation 70.4 46.7 194.3 141.8
Selling, general and administrative
expenses, excluding depreciation 13.7 8.2 36.6 27.9
Depreciation and amortization expense 3.7 2.5 10.4 7.7
Significant legal, professional and
merger fees 0.1 -- 0.4 2.5
Severance, writedown & other -- 0.3 0.8 4.0
Restructuring charge -- 0.5 -- 5.9
--------- --------- --------- ---------
Operating income (loss) 11.6 3.8 27.7 (1.6)
Interest expense, net (12.8) (11.9) (38.4) (34.8)
Other income, net -- 10.0 (0.3) 10.2
--------- --------- --------- ---------
Income (loss) before income taxes,
extraordinary item and
discontinued operations (1.2) 1.9 (11.0) (26.2)
Income tax benefit 3.9 2.2 1.3 10.9
--------- --------- --------- ---------
Income (loss) before extraordinary
item and discontinued operations 2.7 4.1 (9.7) (15.3)
Extraordinary Item, net of tax (2.9) -- (2.9) --
--------- --------- --------- ---------
Net income (loss) before
discontinued operations (0.2) 4.1 (12.6) (15.3)
Discontinued operations, net of tax:
Income (loss) from operations (4.1) 3.7 6.2 17.0
Gain on disposal 23.5 -- 66.9 --
--------- --------- --------- ---------
Income from discontinued operations 19.4 3.7 73.1 17.0
Net income 19.2 7.8 60.5 1.7
--------- --------- --------- ---------
Preferred stock dividend (1.8) (1.5) (5.1) (4.4)
--------- --------- --------- ---------
Net income (loss) available to common $ 17.4 6.3 $ 55.4 (2.7)
========= ========= ========= =========
Earnings before other income, interest,
taxes, depreciation, amortization,
and one-time items $ 15.4 7.1 $ 39.3 18.5
========= ========= ========= =========
Capital expenditures $ (2.6) (1.6) $ (6.1) (5.1)
========= ========= ========= =========
Basic Shares 1,507 1,552 1,523 1,566
========= ========= ========= =========
Basic income (loss) per share available
to common $ 11.56 4.06 $ 36.37 (1.74)
========= ========= ========= =========
Diluted Shares 1,593 1,552 1,523 1,566
========= ========= ========= =========
Diluted income (loss) per share
available to common $ 10.94 4.06 $ 36.37 (1.74)
========= ========= ========= =========
</TABLE>
<PAGE>
INSILCO HOLDING CO.
Pro Forma(1) Condensed Consolidated Statements of
Earnings (Loss) before Income Taxes
(Unaudited)
(Amounts in millions except per share data)
PRO FORMA(1)
<TABLE><CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Custom Assemblies $ 63.8 41.7 $ 185.1 109.1
Precision Stampings 18.7 19.5 60.3 57.7
Passive Components 28.2 21.5 78.1 66.1
-------- -------- -------- --------
Total sales 110.7 82.7 323.5 232.9
Cost of sales, excluding depreciation 78.8 60.0 232.6 170.3
Selling, general and administrative
expenses, excluding depreciation 14.2 8.1 39.0 26.2
Depreciation and amortization expense 4.2 4.2 12.9 12.4
-------- -------- -------- --------
Operating income 13.5 10.4 39.0 24.0
Interest expense, net (12.9) (12.0) (38.7) (35.4)
Other income, net -- 9.7 (0.2) 0.3
-------- -------- -------- --------
Earnings (loss) before income taxes (2) $ 0.6 8.1 $ 0.1 (11.1)
======== ======== ======== ========
EBITDA (2) $ 17.7 14.6 $ 51.9 36.4
======== ======== ======== ========
</TABLE>
(1) Pro forma results reflect (i) the acquisitions of EFI (January, 1999), TAT
(February, 2000) and Precision Cable (August, 2000), and (ii) the divestitures
of Taylor Publishing, the Automotive Segment, Romac and McKenica, in each case,
as if they occurred at the beginning of the relevant period, and (iii) the
exclusion of non-operating items.
(2) Earnings (loss) before income taxes and "EBITDA", which is defined as
earnings before interest expense (net), income taxes, depreciation and
amortization and non-operating items, are not intended to represent and should
not be considered more meaningful than, or an alternative to, operating income,
cash flows from operating activities or other measures of performance in
accordance with generally accepted accounting principles. EBITDA data are
included because we understand that such information is used by certain
investors as one measure of an issuer's historical ability to service debt.
While EBITDA is frequently used as a measure of operations and the ability to
meet debt service requirements, it is not necessarily comparable to other
similarly titled captions of other companies, or used in the Company's
debentures, credit or other similar agreements, due to potential inconsistencies
in the method of calculation.
<PAGE>
INSILCO HOLDING CO.
Condensed Consolidated Balance Sheets
(Unaudited)
(Amounts in millions)
<TABLE><CAPTION>
September 30, September 30, December 31,
2000 1999 1999
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents $ 17.5 $ 11.1 $ 6.5
Receivables, net 74.9 41.1 40.2
Inventories, net 59.9 33.5 34.9
Current portion of deferred taxes 9.6 2.0 9.6
Net assets of Discontinued Operations -- 137.2 94.0
Prepaid expenses 7.6 2.1 2.0
------------- ------------- -------------
Total current assets 169.5 227.0 187.2
Property, plant and equipment, net 55.9 49.9 49.6
Goodwill, net 126.0 5.4 5.7
Deferred taxes -- 8.9 7.3
Other assets and deferred charges 17.8 17.0 30.3
------------- ------------- -------------
Total assets $ 369.2 $ 308.2 $ 280.1
============= ============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities:
Accounts payable $ 39.1 $ 18.4 $ 20.2
Accrued expenses and other 60.4 21.0 19.4
Accrued interest payable 4.1 2.8 7.5
Current portion of long-term debt 4.9 1.3 1.3
Current portion of long-term obligations 0.8 1.0 0.9
------------- ------------- -------------
Total current liabilities 109.3 44.5 49.3
Long-term debt 367.3 435.4 400.6
Other long-term obligations 33.6 29.8 29.3
Minority interest -- 0.1 0.1
Preferred stock 45.2 38.5 40.1
Stockholders' deficit (186.2) (240.1) (239.3)
------------- ------------- -------------
Total liabilities and stockholders' deficit $ 369.2 $ 308.2 $ 280.1
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</TABLE>
