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.333-65039
November 12, 1999, and December
28, 1999)
INSILCO HOLDING CO.
14% SENIOR DISCOUNT NOTES DUE 2008
---------------------------------
RECENT DEVELOPMENTS
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Attached hereto and incorporated by reference herein is the Form 8-K of
Insilco Holding Co., dated February 11, 2000, filed with the Securities and
Exchange Commission on February 17, 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.
February 24, 2000
<PAGE>
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: FEBRUARY 11, 2000
INSILCO HOLDING CO.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-22098 06-0635844
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION NUMBER)
OR ORGANIZATION)
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)
<PAGE>
ITEM 5. OTHER EVENTS.
Insilco Holding Co.'s press release issued February 11, 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 Insilco Holding Co. issued
February 11, 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.
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Registrant
Date: February 11, 2000 By: /s/ MICHAEL R. ELIA
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Michael R. Elia
Vice President, Chief Financial
Officer, Treasurer and Secretary
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99 (a) Press release of Insilco Holding Co. issued
February 11, 2000
4
<PAGE>
EXHIBIT 99(a)
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Excellence in Telecommunications, Electronics, Automotive
================================================================================
NEWS RELEASE
================================================================================
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 ACQUIRE
MONTREAL-BASED CABLE ASSEMBLY MANUFACTURER
COLUMBUS, OHIO, FEBRUARY 11, 2000 - INSILCO HOLDING CO. (OTC BULLETIN
BOARD: INSL) announced today that it has signed an agreement to purchase
privately-owned T.A.T. Technology ("TAT"), a Montreal-based provider of cable
and wire assemblies to Original Equipment Manufacturers serving the rapidly
growing Optical Networking and Dense-Wavelength Division Multiplexing ("DWDM")
segments of the telecommunications industry. TAT had 1999 revenues of
approximately $58 million. The transaction is expected to close later this
month. Financial terms of the transaction were not disclosed.
David A. Kauer, Insilco President and CEO, said, "This acquisition
represents an excellent strategic fit with our existing cable and wire assembly
business. TAT and Insilco serve the same market-leading telecommunications
customer and our combined facilities will give us close proximity, on a
worldwide basis, to the fastest growing sites of major telecommunication
equipment providers and contract manufacturers, which creates a true global
supplier relationship and strengthens our long-term commitment."
Kauer concluded, "We expect TAT to be immediately accretive and foresee
numerous opportunities to create incremental value. Our expanded global presence
and product offering affords us significant cross-selling opportunities and
makes us a significant customer to component suppliers. The combination of these
two companies will also strengthen our competitive position as companies
continue to outsource and rationalize their vendor base in favor of larger,
global suppliers."
The statements made in this press release that are not historical facts
are forward looking statements, including statements with respect the Company's
ability to complete acquisitions, 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 bank approval for the acquisitions and/or the inability to successfully
complete the acquisition, changes in demand from major customers, 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.
Insilco Holding Co., based in suburban Columbus, Ohio, is a diversified
manufacturer of industrial components. The Company's business units serve the
telecommunications, electronics, automotive and other industrial markets. It had
revenues in 1999 of $580 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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