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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: JULY 20, 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 (IRS EMPLOYER
JURISDICTION OF FILE NO.) IDENTIFICATION
INCORPORATION OR NUMBER)
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)
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ITEM 5. OTHER EVENTS.
On July 20, 2000 Insilco Holding Co. (the "Company"), entered into an agreement
with ThermaSys Holding Company, pursuant to which ThermaSys has agreed to
purchase all of the businesses comprising the Company's automotive components
business segment. ThermaSys is a newly organized entity wholly owned by the
merchant banking units of Donaldson Lufkin & Jenrette and CitiCorp, which units
also together beneficially own approximately 90% of the Company's outstanding
common stock. The Company's press release issued July 20, 2000 is attached as an
exhibit and is incorporated herein by reference.
The purchase price of $147 million, subject to certain working capital
adjustments, and other terms of the transaction were determined by arm's-length
negotiations between the parties and, in the case of the Company, were approved
by a special committee of the Company's Board of Directors comprised of the
Company's independent director. The terms of the transaction are set forth in a
Transaction Agreement, which is attached as an exhibit and incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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2 (a) Transaction agreement dated July 20, 2000 by and
among Insilco Holding Co. (and certain of its
subsidiaries) and ThermaSys Holding Company (and
certain of its subsidiaries).
99 (a) Press release of the Company issued July 20, 2000.
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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: July 26, 2000 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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2 (a) Transaction agreement dated July 20, 2000 by and
among Insilco Holding Co. (and certain of its
subsidiaries) and ThermaSys Holding Company (and
certain of its subsidiaries).
99 (a) Press release of the Company issued July 20, 2000.
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