==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INSILCO CORPORATION
(Name of Issuer)
Common Stock
$0.001 PAR VALUE
(Title of Class of Securities)
------------
457659704
(CUSIP Number)
Donaldson, Lufkin & Jenrette, Inc.
(Name of Persons Filing Statement)
John W. Buttrick
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Tel. No.: 212 450 4340
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 24 , 1998
(Date of Event which Requires Filing of
this Statement)
------------
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or
(4), check the following: [ ]
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SCHEDULE 13D
CUSIP No. 457659704 Page 1 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Silkworm Acquisition Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 2 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Merchant Banking Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 3 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Merchant Banking Partners II-A, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 4 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Millennium Partners - A, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 5 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Millennium Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 6 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ EAB Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 7 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Offshore Partners II, C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 8 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Merchant Banking II, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 9 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Merchant Banking II, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 10 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Diversified Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 11 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Diversified Partners- A, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 12 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Diversified Associates LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 13 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Diversified Partners, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 14 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ First ESC, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 15 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ ESC II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 16 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ LBO Plans Management Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 17 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJMB Funding II, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 18 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Capital Investors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 19 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UK Investment Plan 1997 Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 20 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UK Investment Plan 1997, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 -- See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% -- See Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 21 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donaldson Lufkin & Jenrette, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY 1,783,878
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 22 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Equitable Companies Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,783,878
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 23 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA - UAP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
See Item 5
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY See Item 5
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
See Item 5
10 SHARED DISPOSITIVE POWER
See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5 (not to be construed as an admission of
beneficial ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 24 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Finaxa
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
See Item 5
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY See Item 5
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
See Item 5
10 SHARED DISPOSITIVE POWER
See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5 (not to be construed as an admission of
beneficial ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 25 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Assurances I.A.R.D. Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
See Item 5
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY See Item 5
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
See Item 5
10 SHARED DISPOSITIVE POWER
See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5 (not to be construed as an admission of
beneficial ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 26 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Assurances Vie Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
See Item 5
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY See Item 5
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
See Item 5
10 SHARED DISPOSITIVE POWER
See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5 (not to be construed as an admission of
beneficial ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 27 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Courtage Assurance Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
See Item 5
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON See Item 5
WITH
9 SOLE DISPOSITIVE POWER
See Item 5
10 SHARED DISPOSITIVE POWER
See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5 (not to be construed as an admission of
beneficial ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 28 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha Assurances Vie Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
See Item 5
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY See Item 5
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
See Item 5
10 SHARED DISPOSITIVE POWER
See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5 (not to be construed as an admission of
beneficial ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 29 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Claude Bebear, as AXA Voting Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
7 SOLE VOTING POWER
See Item 5
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY See Item 5
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
See Item 5
10 SHARED DISPOSITIVE POWER
See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5 (not to be construed as an admission of
beneficial ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 30 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrice Garnier, as AXA Voting Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
7 SOLE VOTING POWER
See Item 5
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON See Item 5
WITH
9 SOLE DISPOSITIVE POWER
See Item 5
10 SHARED DISPOSITIVE POWER
See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5 (not to be construed as an admission of
beneficial ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 457659704 Page 31 of 31 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henri de Clermont - Tonnerre, as AXA Voting Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
7 SOLE VOTING POWER
See Item 5
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY See Item 5
EACH REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER
See Item 5
10 SHARED DISPOSITIVE POWER
See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,783,878 - See Item 5 (not to be construed as an admission of
beneficial ownership)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5% - See Item 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The class of equity securities to which this statement relates
is the common stock, $0.001 par value per share (the "Shares"), of Insilco
Corporation, a Delaware corporation ("Insilco"). The principal executive
offices of Insilco are located at 425 Metro Place North, 5th Floor, Dublin,
Ohio 43017.
Item 2. Identity and Background.
This Schedule 13D is being filed jointly on behalf of the
following persons (collectively, the "Reporting Persons"):(1) Silkworm
Acquisition Corporation, a Delaware corporation ("Silkworm"); (2) DLJ
Merchant Banking Partners II, L.P., a Delaware corporation ("Partners II");
(3) DLJ Merchant Banking Partners II-A, L.P. a Delaware limited
partnership ("Partners II-A"); (4) DLJ Millennium Partners, L.P., a
Delaware limited partnership ("Millennium"); (5) DLJ Millennium Partners-
A, L.P., a Delaware limited partnership ("Millennium-A"); (6) DLJ
Offshore Partners II, C.V., a Netherlands Antilles limited partnership
("Offshore II"); (7) DLJ EAB Partners, L.P., a Delaware limited
partnership ("EAB"); (8) DLJ Merchant Banking II, LLC, a Delaware limited
liability company ("MBII LLC"); (9) DLJ Merchant Banking II, Inc., a
Delaware corporation ("MBII INC"); (10) DLJ Diversified Partners, L.P., a
Delaware limited partnership ("Diversified"); (11) DLJ Diversified
Partners-A, L.P., a Delaware limited partnership ("Diversified-A"); (12)
DLJ Diversified Associates, L.P., a Delaware limited partnership
("Diversified Associates"); (13) DLJ Diversified Partners, Inc., a
Delaware corporation ("Diversified Partners"); (14) DLJ First ESC L.P., a
Delaware limited partnership ("ESC"); (15) DLJ ESC II L.P., a Delaware
limited partnership ("ESC II"); (16) DLJ LBO Plans Management
Corporation, a Delaware corporation ("LBO"); (17) DLJ MB Funding II,
Inc., a Delaware corporation ("Funding II"); (18) DLJ Capital Investors,
Inc., a Delaware corporation ("DLJCI"); (19) UK Investment Plan 1997
Partners, a Delaware general partnership ("1997 Partners") (20) UK
Investment Plan 1997, Inc. ("Plan 1997" and together with the previously
listed entities, the "DLJ Entities"); (22) Donaldson, Lufkin & Jenrette,
Inc., a Delaware corporation ("DLJ"); (22) The Equitable Companies
Incorporated, a Delaware corporation ("EQ"); (23) AXA-UAP, a societe
anonyme organized under the laws of France ("AXA"); (24) Finaxa, a
societe anonyme organized under the laws of France; (25) AXA Assurances
I.A.R.D. Mutuelle, a mutual insurance company organized under the laws of
France; (26) AXA Assurances Vie Mutuelle, a mutual insurance company
organized under the laws of France; (27) AXA Courtage Assurance Mutuelle,
a mutual insurance company organized under the laws of France; (28) Alpha
Assurances Vie Mutuelle, a mutual insurance company organized under the
laws of France; and (29) Claude Bebear, Patrice Garnier and Henri de
Clermont-Tonnerre, trustees (the "AXA Voting Trustees") of a voting trust
(the "AXA Voting Trust") established pursuant to a Voting Trust Agreement
by and among AXA and the AXA Voting Trustees dated as of May 12, 1992, as
amended January 22, 1997.
Partners II, Partners II-A, Millennium, Millennium-A, Offshore
II, EAB, Diversified, Diversified-A, Funding II, 1997 Partners, ESC, and ESC
II are collectively referred to as the "DLJ Funds".
Partners II, Partners II-A, Millennium and Millennium-A are
Delaware limited partnerships which make investments for long term
appreciation. MBII LLC is the Associate General Partner of Partners II and
Partners II-A. MBII INC is the Managing General Partner of Partners II and
Partners II-A. MBII LLC and MBII INC make all of the investment decisions on
behalf of Millennium, Millennium-A, Partners II and Partners II-A.
EAB is a Delaware limited partnership which makes investments
for long term appreciation. MBII LLC is the Associate General Partner of EAB
and LBO is the Managing General Partner of EAB. MBII LLC and LBO make all of
the investment decisions on behalf of EAB.
Offshore II is a Netherlands Antilles limited partnership which
makes investments for long term appreciation. MBII LLC is the Associate
General Partner of Offshore II. MBII INC is the Advisory General Partner of
Offshore II. MBII LLC and MBII INC make all of the investment decisions on
behalf of Offshore II.
MBII LLC is a Delaware limited liability company and is a
registered investment adviser. As the Associate General Partner of Partners
II, Partners II-A, Millennium, Millennium-A, EAB and Offshore II, MBII LLC, in
conjunction with MBII INC, participates in investment decisions made on behalf
of these entities. MBII INC is the managing member of MBII LLC.
MBII INC is a Delaware corporation and is a registered
investment adviser. As the Managing General Partner of Partners II, Partners
II-A, Millennium and Millennium-A, and the Advisory General Partner of
Offshore II, MBII INC is responsible for the day to day management of these
entities and, in conjunction with MBII LLC, participates in investment
decisions made on behalf of these entities. MBII INC is a wholly owned
subsidiary of DLJCI.
Diversified and Diversified-A are Delaware limited partnerships
which make investments for long term appreciation. A portion of Diversified
and Diversified-A's capital commitments are dedicated to making side-by-side
investments with Partners II and Partners II-A, respectively. Diversified
Associates is the Associate General Partner of Diversified and Diversified-A
and Diversified Partners is the Managing General Partner of Diversified and
Diversified-A. Diversified Partners is responsible for the day to day
management of Diversified and Diversified-A.
Diversified Associates is a Delaware limited partnership and a
registered investment adviser. As the Associate General Partner of
Diversified and Diversified-A, Diversified Associates, in conjunction with
Diversified Partners and subject to the terms of the partnership agreement of
Diversified and Diversified-A, participates in the management of investments
of Diversified and Diversified-A. Diversified Partners is the general partner
of Diversified Associates.
Diversified Partners is a Delaware corporation and a registered
investment adviser. As the Managing General Partner of Diversified and
Diversified-A, Diversified Partners is responsible for the day to day
management of Diversified and Diversified-A. In conjunction with Diversified
Associates, Diversified Partners participates in the investment decisions made
on behalf of Diversified and Diversified-A. Diversified Partners is a wholly
owned subsidiary of DLJCI.
ESC and ESC II are Delaware limited partnerships and
"employees' securities companies" as defined in the Investment Company Act of
1940, as amended. LBO, as the Managing General Partner of ESC and ESC II,
makes all of the investment decisions on behalf of ESC and ESC II.
LBO is a Delaware corporation and a registered investment
adviser. LBO is a wholly owned subsidiary of DLJCI. As the Managing General
Partner of EAB, ESC and ESC II, LBO is responsible for the day-to-day
management of EAB, ESC and ESC II.
Funding II is a Delaware corporation which makes investments
for long term appreciation generally side-by-side with Partners II. Funding
II is a wholly owned subsidiary of DLJ.
DLJCI is a Delaware corporation and is a holding company.
DLJCI is a wholly owned subsidiary of DLJ.
1997 Partners is a Delaware general partnership which makes
investments for long term appreciation generally side-by-side with Partners
II. Plan 1997 and DLJ are each general partners of 1997 Partners.
Plan 1997 is a Delaware corporation. Plan 1997 is a wholly
owned subsidiary of DLJ.
DLJ is a publicly held Delaware corporation. DLJ directly owns
all of the capital stock of DLJCI and Plan 1997. DLJ, acting on its own
behalf or through its subsidiaries, is a registered broker/dealer and
registered investment adviser engaged in investment banking, institutional
trading and research, investment management and financial and correspondent
brokerage services.
EQ is a Delaware corporation and is a holding company. As of
March 1, 1998, EQ owns, directly or indirectly, 73.2% of DLJ.
AXA is a societe anonyme organized under the laws of France and
a holding company for an international group of insurance and related
financial services companies. As of March 1, 1998, approximately 59% of the
outstanding common stock of EQ was beneficially owned by AXA. For insurance
regulatory purposes, to insure that certain indirect minority shareholders of
AXA will not be able to exercise control over EQ and certain of its insurance
subsidiaries, the voting shares of EQ capital stock beneficially owned by AXA
and its subsidiaries have been deposited into the AXA Voting Trust. For
additional information regarding the AXA Voting Trust, reference is made to
the Schedule 13D filed by AXA with respect to EQ. As of March 1, 1998, AXA
directly owned 0.15% of DLJ.
Finaxa is a societe anonyme organized under the laws of France
and is a holding company. As of March 1, 1998, Finaxa controlled directly and
indirectly approximately 21.4% of the issued ordinary shares (representing
approximately 30.2% of the voting power) of AXA.
Each of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, AXA Courtage Assurance Mutuelle, and Alpha Assurances Vie Mutuelle
(collectively, the "Mutuelles AXA") is a mutual insurance company organized
under the laws of France. Each of the Mutuelles AXA is owned by its policy
holders. As of March 1, 1998, the Mutuelles AXA, as a group, control
approximately 62.0% of the issued shares (representing approximately 74.0%
of the voting power) of Finaxa. Including the ordinary shares owned by
Finaxa, on March 1, 1998, the Mutuelles AXA directly or indirectly
controlled approximately 24.7% of the issued ordinary shares (representing
approximately 34.8% of the voting power) of AXA. Acting as a group, the
Mutuelles AXA control AXA and Finaxa.
Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre,
the AXA Voting Trustees, exercise all voting rights with respect to the shares
of EQ capital stock beneficially owned by AXA and its subsidiaries that have
been deposited in the AXA Voting Trust. The business address, citizenship and
present principal occupation of each of the AXA Voting Trustees are set forth
on Schedule I attached hereto.
The address of the principal business and office of each of the
DLJ Entities and DLJ is 277 Park Avenue, New York, New York 10172. The
address of the principal business and principal office of EQ is 1290 Avenue of
the Americas, New York, New York 10104.
The address of the principal business and principal office of
AXA and the AXA Voting Trustees is 9 Place Vendome, 75001 Paris, France. The
address of Finaxa is 23, avenue Matignon, 75008 Paris, France; of each of AXA
Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle is 21, rue de
Chateaudun, 75009 Paris, France; of AXA Courtage Assurance Mutuelle is 26, rue
Louis le Grand, 75002 Paris, France; and of Alpha Assurances Vie Mutuelle is
Tour Franklin, 100/101 Terrasse Boieldieu, Cedex 11, 92042 Paris La Defense,
France.
The name, business address, citizenship, present principal
occupation or employment and the name and business address of any corporation
or organization in which each such employment is conducted, of each executive
officer or member, as applicable, of the Board of Directors, Supervisory
Board, or the Conseil d'Administration (French analogue of a Board of
Directors) of EQ, AXA, Finaxa and the Mutuelles AXA are set forth on Schedules
A through O, respectively, attached hereto.
During the past five (5) years, neither any of the Reporting
Persons nor, to the best knowledge of any of the Reporting Persons, any of the
other persons listed on Schedules A through O attached hereto, has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to United
States federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Silkworm has entered into the Voting Agreement ("Voting
Agreement") described in the response to Item 4. Neither Silkworm nor any of
the other persons listed in the response to Item 2 has expended any funds in
connection with the Voting Agreement.
Item 4. Purpose of Transaction.
On March 24, 1998, Insilco, Silkworm and INR Holding Co., a
Delaware corporation and wholly-owned subsidiary of Insilco ("INR Holding"),
entered into the Agreement and Plan of Merger (the "Merger Agreement"). The
Merger Agreement provides for an initial reorganization of Insilco whereby an
existing wholly-owned subsidiary of INR Holding will form a wholly-owned
subsidiary which will merge with and into Insilco, with Insilco being the
surviving corporation (the "Reorganization Merger"). In connection with the
Reorganization Merger, the existing shareholders of Insilco will exchange
their shares in Insilco for shares in INR Holding, resulting in Insilco
becoming a wholly-owned subsidiary of INR Holding. Following consummation of
the Reorganization Merger, the Merger Agreement provides for the merger of
Silkworm with and into INR Holding (the "Merger"), with INR Holding as the
surviving corporation (the "Surviving Corporation"). The Merger contemplates
that approximately 96.6% of the issued and outstanding shares of common stock
of INR Holding will be converted into cash and that approximately 3.4% of such
shares will be retained by existing stockholders of Insilco. The Merger will
become effective at such time as the certificate of merger is duly filed with
the Secretary of State of the State of Delaware or at such later time as is
specified in the certificate of merger (the "Effective Time"). From and after
the Effective Time, the Surviving Corporation will possess all the rights,
privileges, powers and franchises and be subject to all of the restrictions,
disabilities and duties of INR Holding and Silkworm, all as provided under
Delaware Law. The Merger is subject to customary conditions, including
approval and adoption of the Merger Agreement by the stockholders of Insilco.
After the Merger, it is expected that the DLJMB Funds will
beneficially own approximately 90.0% of the outstanding shares of common stock
of the Surviving Corporation.
In connection with the Merger, on March 24, 1998, Water Street
Corporate Recovery Fund I, L.P. ("Water Street") entered into the Voting
Agreement with Insilco and Silkworm dated March 24, 1998 (attached hereto and
made a part hereof as Exhibit 3). Pursuant to the Voting Agreement, Water
Street has agreed to vote approximately 45.5% of the outstanding Shares, in
favor of approval and adoption of the Merger Agreement.
During the period (the "Agreement Period") beginning on March
24, 1998 and ending on the earliest of (i) the Effective Time (as defined in
the Merger Agreement), (ii) the date that is 90 days after the termination of
the Merger Agreement in accordance with Section 9.01(e), (f) or (g) thereof
and payment in full of all amounts (if any) payable to Silkworm pursuant to
Section 5.04 of the Merger Agreement and (iii) the date of termination of the
Merger Agreement for any other reason, Water Street has agreed to vote
1,783,878 Shares owned by it (the "Water Street Securities") to approve and
adopt the Merger Agreement and the Merger and any actions related thereto at
any meeting or meetings of the stockholders of Insilco, and at any adjournment
thereof, at which such Merger Agreement (or any amended version or versions
thereof), or such other actions, are submitted for the consideration and vote
of the stockholders of Insilco. If at any time (i) there is a tender or
exchange offer (an "Offer") commenced by any person to purchase Shares and
(ii) the Merger Agreement has been terminated pursuant to Section 9.01(e),
9.01(f) or 9.01(g) thereof, Water Street has the right to validly tender any
or all of the Water Street Securities into the Offer three business days (the
"Tender Day") prior to any scheduled expiration of such Offer. Any such
tender or sale pursuant thereto will not be a breach of the provisions of the
Voting Agreement and the Agreement Period will end upon consummation of such
Offer. If Water Street elects to tender into the Offer, Silkworm will have
the nonassignable option to purchase all (but not less than all) of the Water
Street Securities at a price of $44.50 per Share in cash. In the event
Silkworm exercises such option, Water Street will withdraw any Water Street
Securities that were tendered in the Offer. The Voting Agreement will
terminate immediately following such purchase, or upon Silkworm's failure to
consummate such purchase by the designated time.
Water Street has agreed that during the Agreement Period, it
will not vote any Water Street Securities in favor of the approval of any
other merger, consolidation, sale of assets, reorganization, recapitalization,
liquidation or winding up of Insilco or any other extraordinary transaction
involving Insilco or any matters related to or in connection therewith, or any
corporate action relating to or the consummation of which would either
frustrate the purposes of, or prevent or delay the consummation of, the
transactions contemplated by the Merger Agreement.
Water Street has agreed that during the Agreement Period it
will not sell, transfer, assign or otherwise dispose of any Water Street
Securities (whether to an affiliate or otherwise) until the expiration of the
Agreement Period, other than pursuant to the Reorganization Merger or pursuant
to the terms of the Voting Agreement.
Water Street has agreed that during the Agreement Period it
will not, directly or indirectly, (i) take any action to solicit, initiate,
encourage or facilitate any Acquisition Proposal or (ii) engage in
negotiations or discussions with, or furnish or disclose any nonpublic
information relating to Insilco or any Subsidiary or afford access to the
properties, books or records of Insilco or any Subsidiary to, or otherwise
assist, facilitate or encourage, any Third Party (other than Silkworm, its
affiliates and their respective directors, officers, employees, agents or
representatives) that Water Street believes may be considering making, or has
made, an Acquisition Proposal. Water Street will promptly notify Silkworm
after receipt of any Acquisition Proposal or any indication that any Third
Party is considering making an Acquisition Proposal and will keep Silkworm
fully informed of the status and details of any such Acquisition Proposal,
indication or request. The Voting Agreement does not, however, limit actions
taken, or require actions to be taken, (i) by any party related to Water
Street who is, or one or more of whose affiliates, directors, partners,
officers or employees is, a director or officer of Insilco that are required
or restricted by such director's fiduciary duties or such officer's employment
duties, or permitted by the Merger Agreement, and that, in each case, are
undertaken solely in such person's capacity as a director or officer of
Insilco and, in the case of an officer of Insilco, as directed by the Board of
Directors of Insilco or (ii) by an affiliate of Water Street, in such
affiliate's capacity as investment banker, investment broker or financial
advisor to Insilco, to the extent such affiliate performs such actions at the
request of the Board of Directors of Insilco in connection with the exercise
by the Board of Directors of its fiduciary obligations under applicable law
consistent with Insilco's rights and obligations under the Merger Agreement.
For the purposes of the Voting Agreement, "Acquisition Proposal" means, with
respect to Water Street, an Acquisition Proposal as defined in the Merger
Agreement but only in respect of the Water Street Securities.
The Voting Agreement will terminate upon the termination of the
Agreement Period.
Subject to market conditions and other factors, the DLJMB Funds
or other affiliates of DLJ may acquire or dispose of shares of Insilco from
time to time in future open-market, privately negotiated or other
transactions, may agree with Insilco or Water Street to amend the Merger
Agreement or the Voting Agreement, may enter into agreements with third
parties relating to acquisitions of securities to be issued by the Surviving
Corporation or Silkworm, may enter into agreements with the management of
Insilco relating to acquisitions of shares of the Surviving Corporation by
members of management, issuances of options to management or their employment
by the Surviving Corporation, or may effect other similar agreements or
transactions.
Item 5. Interest in Securities of the Issuer.
Silkworm, pursuant to the Voting Agreement, has acquired the
agreement to vote in favor of the adoption and approval of the Merger
Agreement, and, for purposes of Rule 13d-3 promulgated under the Exchange Act,
may be deemed to beneficially own, the Water Street Securities, representing
approximately 45.5% of the outstanding Shares of Insilco. Silkworm disclaims
beneficial ownership of the Water Street Securities.
Each of the DLJ Entities may be deemed to beneficially own the
Water Street Securities. However, each of the DLJ Entities disclaims
beneficial ownership of the Water Street Securities.
As the sole stockholder of DLJCI and UKIP 1997 INC, DLJ may be
deemed, for purposes of Rule 13d-3 under the Act, to beneficially own
indirectly the Water Street Securities that may be deemed to be owned
beneficially by each of DLJCI and UKIP 1997 INC. Because of EQ's ownership
interest in DLJ, EQ may be deemed, for purposes of Rule 13d-3 under the Act,
to beneficially own indirectly the Water Street Securities that may be deemed
to be beneficially owned indirectly by DLJ. Each of DLJ and EQ disclaims
beneficial ownership of the Water Street Securities.
Because of AXA's ownership interest in EQ, and the AXA Voting
Trustees' power to vote the EQ shares placed in the AXA Voting Trust, each of
AXA and the AXA Voting Trustees may be deemed, for purposes of Rule 13d-3
under the Act, to beneficially own indirectly the Water Street Securities that
EQ may be deemed to beneficially own indirectly. Because of the direct and
indirect ownership interest in AXA of Finaxa and the Mutuelles AXA, each of
Finaxa and the Mutuelles AXA may be deemed, for purposes of Rule 13d-3 under
the Act, to beneficially own indirectly the Water Street Securities that AXA
may be deemed to beneficially own indirectly. AXA, Finaxa, the Mutuelles AXA,
and the AXA Voting Trustees expressly disclaim beneficial ownership of any of
the Water Street Securities.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
See response to Item 4.
A copy of each of the Merger Agreement and the Voting Agreement
are attached hereto as Exhibit 3 and 4 and are incorporated herein by
reference.
On March 24, 1998, certain executive officers of Insilco
delivered a letter agreement (the "Value Appreciation Side Letter"), dated as
of March 24, 1998, to Silkworm, stating that upon consummation of the
transactions contemplated by the Merger Agreement, such executives will
collectively be entitled to payments by Insilco or its Subsidiaries that in
the aggregate are approximately $2,550,000 (at $44.50 per Share) under the
Value Appreciation Agreements entered into in December 1996 among Insilco and
each of such executive officers.
Except for the agreements described above or in the response to
Item 4, to the best knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between the persons enumerated in Item 2, and any other person, with respect
to any securities of Insilco, including, but not limited to, transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Joint filing agreement among the Reporting Persons
Exhibit 2: Powers of Attorney
Exhibit 3: Voting Agreement dated March 24, 1998 among Insilco
Corporation, Silkworm Acquisition Corporation and Water Street Corporate
Recovery Fund I, L.P.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
Silkworm Acquisition Corporation
By: /s/ William F. Dawson
-----------------------------------
Name: William F. Dawson
Title: Vice President and Secretary
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
DLJ Merchant Banking Partners II, L.P.
By DLJ Merchant Banking II, Inc.,
as Managing General Partner
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 3, 1998
DLJ Merchant Banking Partners II-A, L.P.
By DLJ Merchant Banking II, Inc.,
as Managing General Partner
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 3, 1998
DLJ Millennium Partners, L.P.
By DLJ Merchant Banking II, Inc.,
as Managing General Partner
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 3, 1998
DLJ Millennium Partners -A, L.P.
By DLJ Merchant Banking II, Inc.,
as Managing General Partner
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 3, 1998
DLJ EAB Partners, L.P.
By DLJ LBO Plans Management Corporation
as Managing General Partner
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
DLJ Offshore Partners II, C.V.
By DLJ Merchant Banking II, Inc.,
as Advisory General Partner
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
DLJ Merchant Banking II, LLC
By DLJ Merchant Banking II, Inc.,
as Managing Member
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
DLJ Merchant Banking II, Inc.
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
DLJ Diversified Partners, L.P.
By DLJ Diversified Partners, Inc.,
as Managing General Partner
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 3, 1998
DLJ Diversified Partners-A, L.P.
By DLJ Diversified Partners, Inc.,
as Managing General Partner
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 3, 1998
DLJ Diversified Associates, L.P.
By DLJ Diversified Partners, Inc.,
as Managing General Partner
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
DLJ Diversified Partners, Inc.
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
DLJ First ESC, L.P.
By DLJ LBO Plans Management Corporation,
as Managing
General Partner
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
DLJ ESC II L.P.
By DLJ LBO Plans Management Corporation,
as Managing General Partner
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
DLJ LBO Plans Management Corporation
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
DLJMB Funding II, Inc.
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Secretary
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
DLJ Capital Investors, Inc.
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
UK Investment Plan 1997 Partners
By UK Investment Plan 1997, Inc.
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Vice President, Secretary
and Treasurer
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 3, 1998
UK Investment Plan 1997, Inc.
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Vice President, Secretary
and Treasurer
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
Donaldson, Lufkin & Jenrette, Inc.
By: /s/ Marjorie S. White
-----------------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
The Equitable Companies Incorporated
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and
Controller
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 3, 1998
AXA-UAP
Finaxa
AXA Assurances I.A.R.D. Mutuelle
AXA Assurances Vie Mutuelle
AXA Courtage Assurance Mutuelle
Alpha Assurances Vie Mutuelle
Claude Bebear, as AXA Voting Trustee
Patrice Garnier, as AXA Voting Trustee
Henri de Clermont-Tonnerre, as AXA Voting
Trustee
Signed on behalf of each of the above
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-fact
Schedule A
Executive Officers and Directors
of
Silkworm Acquisition Corporation
The names of the Directors and the names and titles of the
Executive Officers of Silkworm Acquisition Corporation ("Silkworm") and their
business addresses and principal occupations are set forth below. If no
address is given, the Director's or Executive Officer's business address is
that of Silkworm at 277 Park Avenue, New York, New York 10172. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to Silkworm and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* Thompson Dean Managing Partner, DLJ Merchant Banking II,
Inc.
* William F. Dawson, Jr. Vice President and Secretary; Senior Vice
President, Donaldson, Lufkin & Jenrette
Securities Corporation
- ----------
* Director
Schedule B
Executive Officers and Directors
of
DLJ Merchant Banking II, Inc.
The names of the Directors and the names and titles of the Executive
Officers of DLJ Merchant Banking II, Inc. ("MBII INC") and their business
addresses and principal occupations are set forth below. If no address is
given, the Director's or Executive Officer's business address is that of MBII
INC at 277 Park Avenue, New York, New York 10172. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to MBII INC and
each individual is a United States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* Hamilton E. James Chairman; Managing Director, Donaldson,
Lufkin & Jenrette, Inc.
* Nicole S. Arnaboldi Managing Director
* Thompson Dean Managing Director
Carlos Garcia Managing Director
* Peter T. Grauer Managing Director
* David L. Jaffe Managing Director
* Lawrence M.v.D. Schloss Managing Director and Chief Operating
Officer
* Karl R. Wyss Managing Director
- ----------
* Director
Schedule C
Executive Officers and Directors
of
DLJ Diversified Partners, Inc.
The names of the Directors and the names and titles of the Executive
Officers of DLJ Diversified Partners, Inc. ("DP INC") and their business
addresses and principal occupations are set forth below. If no address is
given, the Director's or Executive Officer's business address is that of DP
INC at 277 Park Avenue, New York, New York 10172. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to DP INC and
each individual is a United States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* Hamilton E. James Chairman; Managing Director, Donaldson,
Lufkin & Jenrette, Inc.
* Lawrence M.v.D. Schloss Managing Director and Chief Operating
Officer; Managing Director and Chief
Operating Officer, DLJ Merchant Banking II,
Inc.
* Marjorie S. White Secretary and Treasurer; Vice President and
Secretary, Donaldson, Lufkin & Jenrette, Inc.
- ----------
* Director
Schedule D
Executive Officers and Directors
of
DLJMB Funding, II, Inc.
The names of the Directors and the names and titles of the Executive
Officers of DLJ MB Funding, II, Inc. ("Funding II") and their business
addresses and principal occupations are set forth below. If no address is
given, the Director's or Executive Officer's business address is that of
Funding II at 277 Park Avenue, New York, New York 10172. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
Funding II and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* Anthony F. Daddino President; Executive Vice President and Chief
Financial Officer, Donaldson, Lufkin &
Jenrette, Inc.
* Charles J. Hendrickson Treasurer; Senior Vice President and
Treasurer, Donaldson, Lufkin & Jenrette, Inc.
Marjorie S. White Secretary; Vice President and Secretary,
Donaldson, Lufkin & Jenrette, Inc.
- ----------
* Director
Schedule E
Executive Officers and Directors
of
DLJ LBO Plans Management Corporation
The names of the Directors and the names and titles of the Executive
Officers of DLJ LBO Plans Management Corporation ("LBO") and their business
addresses and principal occupations are set forth below. Each Director's or
Executive Officer's business address is that of LBO at 277 Park Avenue, New
York, New York 10172. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to LBO and each individual is a United
States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* Anthony F. Daddino President; Executive Vice President and Chief
Financial Officer, Donaldson, Lufkin &
Jenrette, Inc.
* Vincent DeGiaimo Vice President; Senior Vice President and
Managing Director, Donaldson, Lufkin &
Jenrette, Inc.
* Marjorie S. White Vice President and Secretary; Vice President,
Donaldson, Lufkin & Jenrette, Inc.
- ----------
* Director
Schedule F
Executive Officers and Directors
of
DLJ Capital Investors, Inc.
The names of the Directors and the names and titles of the Executive
Officers of DLJ Capital Investors, Inc. ("DLJCI") and their business addresses
and principal occupations are set forth below. If no address is given, the
Director's or Executive Officer's business address is that of DLJCI at 277
Park Avenue, New York, New York 10172. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to DLJCI and each
individual is a United States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* John S. Chalsty Chairman; Chairman and Chief Executive
Officer, Donaldson, Lufkin & Jenrette, Inc.
* Hamilton E. James Chief Executive Officer; Managing Director,
Donaldson, Lufkin & Jenrette, Inc.
* Joe L. Roby Chief Operating Officer; President and Chief
Operating Officer, Donaldson, Lufkin &
Jenrette, Inc.
* Anthony F. Daddino Executive Vice President and Chief Financial
Officer; Executive Vice President and Chief
Financial Officer, Donaldson, Lufkin &
Jenrette, Inc.
* Marjorie S. White Secretary and Treasurer; Vice President and
Secretary, Donaldson, Lufkin & Jenrette, Inc.
- ----------
* Director
Schedule G
Executive Officers and Directors
of
UK Investment Plan 1997, Inc.
The names of the Directors and the names and titles of the Executive
Officers of UK Investment Plan 1997, Inc. ("UKIP 1997 INC") and their business
addresses and principal occupations are set forth below. If no address is
given, the Director's or Executive Officer's business address is that of UKIP
1997 INC at 277 Park Avenue, New York, New York 10172. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
UKIP 1997 INC and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
Anthony F. Daddino President; Executive Vice President and Chief
Financial Officer, Donaldson, Lufkin &
Jenrette, Inc.
* Marjorie S. White Vice President, Secretary and Treasurer; Vice
President and Secretary, Donaldson, Lufkin &
Jenrette, Inc.
* Stuart S. Flamberg Director of Taxes; Senior Vice President and
Director of Taxes, Donaldson, Lufkin &
Jenrette, Inc.
* Mark A. Competiello Tax Manager; Senior Vice President and Tax
Manager, Donaldson, Lufkin & Jenrette, Inc.
- ---------
* Director
Schedule H
Executive Officers and Directors
of
Donaldson, Lufkin & Jenrette, Inc.
The names of the Directors and the names and titles of the Executive
Officers of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") and their business
addresses and principal occupations are set forth below. If no address is
given, the Director's or Executive Officer's business address is that of DLJ
at 277 Park Avenue, New York, New York 10172. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to DLJ and each
individual is a United States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* John S. Chalsty Chairman
* Joe L. Roby President and Chief Operating Officer
* Claude Bebear (1) Chairman of the Executive Board,
AXA-UAP AXA-UAP
23, avenue Matignon
75008 Paris, France
* Henri de Castries (1) Senior Executive Vice President
AXA-UAP Financial Services and Life Insurance
23, avenue Matignon Activities (U.S. & U.K.), AXA-UAP
75008 Paris, France
* Denis Duverne (1) Senior Vice President - International
AXA-UAP Life, AXA-UAP
23, avenue Matignon
75008 Paris, France
* Louis Harris Chairman and Chief Executive Officer,
LH Research LH Research (research)
152 East 38th Street
New York, New York 10016-2605
* Henri G. Hottinguer (2) Chairman and Chief Executive Officer,
Banque Hottinguer Banque Hottinguer (banking)
38, rue de Provence
75009 Paris, France
* W. Edwin Jarmain President, Jarmain Group Inc. (private
Jarmain Group Inc. investment holding company)
Suite 2525, Box 36
121 King Street, West
Toronto, Ontario
M5H 3T9 Canada
* Francis Jungers Retired
19880 NW Nestucca Drive
Portland, Oregon 97229
* Edward D. Miller President and Chief Executive Officer,
1290 Avenue of the Americas The Equitable Companies Incorporated
New York, New York 10104
* W. J. Sanders, III Chairman and Chief Executive Officer,
Advanced Micro Devices, Inc. Advanced Micro Devices
901 Thompson Place
Sunnyvale, CA 94086
* Stanley B. Tulin Executive Vice President and Chief
Financial Officer, The Equitable
Companies Incorporated
* John C. West Retired
Bothea, Jordan & Griffin
23B Shelter Cove
Hilton Head Island, SC 29928
* Carl B. Menges Vice Chairman of the Board
* Hamilton E. James Managing Director
* Richard S. Pechter Managing Director
* Theodore P. Shen Managing Director
* Anthony F. Daddino Executive Vice President and Chief
Financial Officer
- ----------
* Director
(1) Citizen of the Republic of France
(2) Citizen of Canada
(3) Citizen of Switzerland
Schedule I
Executive Officers and Directors
of
The Equitable Companies Incorporated
The names of the Directors and the names and titles of the Executive
Officers of The Equitable Companies Incorporated ("EQ") and their business
addresses and principal occupations are set forth below. If no address is
given, the Director's or Executive Officer's business address is that of EQ at
1290 Avenue of the Americas, New York, New York 10104. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
EQ and each individual is a United States citizen.
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C> <C>
* Claude Bebear (1) Chairman of the Board;
AXA-UAP Chairman of the Exeuctive
23, avenue Matignon Board, AXA-UAP
75008 Paris, France
* John S. Chalsty Chairman and Chief Executive
Donaldson, Lufkin & Jenrette, Inc. Officer, Donaldson, Lufkin
277 Park Avenue & Jenrette, Inc.
New York, NY 10172
* Francoise Colloc'h (1) Senior Executive Vice President, Group
AXA-UAP Human Resources and Communications,
23, avenue Matignon AXA-UAP
75008 Paris, France
* Henri de Castries (1) Vice Chairman of the Board; Senior
AXA-UAP Executive Vice President, Financial Services
23, avenue Matignon and Life Insurance Activities, U.S. & U.K.),
75008 Paris, France AXA-UAP
* Joseph L. Dionne Chairman and Chief Executive Officer, The
The McGraw-Hill Companies McGraw-Hill Companies (publishing)
1221 Avenue of the Americas
New York, NY 10020
* William T. Esrey Chairman and Chief Executive Officer, Sprint
Sprint Corporation Corporation (telecommunications)
P.O. Box 11315
Kansas City, MO 64112
* Jean-Rene Fourtou (1) Chairman and Chief Executive Officer,
Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of
25 quai Paul Doumer chemicals and agricultural
92408 Courbevoie Cedex products)
France
* Jacques Friedmann (1) Chairman of the Supervisory Board,
AXA-UAP AXA-UAP
9, Place Vendome
75001 Paris
France
Robert E. Garber Executive Vice President and General
Counsel; Executive Vice President and
General Counsel, The Equitable Life
Assurance Society of the United States
Jerome S. Golden Executive Vice President; Executive
Vice President, The Equitable Life
Insurance Society of the United States
* Donald J. Greene, Esq. Counselor-at-Law, Partner, LeBoeuf, Lamb,
LeBoeuf, Lamb, Greene & MacRae, L.L.P. Greene & MacRae, L.L.P. (law firm)
125 West 55th Street
New York, NY 10019
* Anthony J. Hamilton (2) Group Chairman and Chief Executive Officer,
Fox-Pitt, Kelton Group Limited Fox-Pitt, Kelton Group Limited (finance)
35 Wilson Street
London, England EC2M 2SJ
* John T. Hartley Retired Chairman and Chief Executive
Harris Corporation Officer, currently Director, Harris
1025 NASA Boulevard Corporation (manufacturer of electronic,
Melbourne, FL 32919 telephone and copying systems)
* John H. F. Haskell, Jr. Director and Managing Director, SBC
Dillon, Read, Inc. Warburg Dillon Read, Inc. (formerly Dillon,
535 Madison Avenue Read & Co., Inc.) (investment banking firm)
New York, NY 10022
Michael Hegarty Senior Executive Vice Chairman and Chief Operating
Officer; President and Chief
Operating Officer, The Equitable Life
Assurance Society of the United States
* Mary R. (Nina) Henderson President, Bestfoods Grocery of CPC International, Inc.
CPC Specialty Markets Group (food manufacturer)
700 Sylvan Avenue
Englewood, NJ 07632
* Joseph J. Malone Chairman of the Executive Committee of the Board;
Chairman of the Executive Committe of the Board, The
Equitable Life Assurance Society of the United States
* W. Edwin Jarmain (3) President, Jarmain Group Inc. (private
Jarmain Group Inc. investment holding company)
Suite 2525
121 King Street West
Toronto, Ontario M5H 3T9
Canada
* Edward D. Miller President and Chief Executive Officer;
Chairman and Chief Executive Officer, The
Equitable Life Assurance Society of the
United States
Peter D. Noris Executive Vice President and Chief
Investment Officer; Executive Vice President
and Chief Investment Officer, The Equitable
Life Assurance Society of the United States
* Didier Pineau-Valencienne(1) Chairman and Chief Executive Officer,
64/70, avenue Jean Baptiste Clement Schneider S.A. (electric equipment)
92646 Boulogne Cedex, France
* George J. Sella, Jr. Retired Chairman, President and Chief
American Cyanamid Company Executive Officer, American Cyanamid
P.O. Box 397 Company (manufacturer of pharmaceutical
Newton, NJ 07860 products and agricultural products)
Jose Suquet Executive Vice President; Senior Executive Vice
President and Chief Distribution Officer; The
Equitable Life Assurance Society of the
United States
Stanley B. Tulin Executive Vice President and Chief Financial
Officer; Senior Executive Vice President Vice Chairman and Chief
Financial Officer, The Equitable Life
Assurance Society of the United States
* Dave H. Williams Chairman and Chief Executive Officer,
Alliance Capital Alliance Capital Management Corp.
Management Corporation (investment adviser)
1345 Avenue of the Americas
New York, NY 10105
- ----------
* Director
(1) Citizen of the Republic of France
(2) Citizen of United Kingdom
(3) Citizen of Canada
Schedule J
Members of Executive Committee and Supervisory Board
of
AXA-UAP
The names and titles (for the Executive Committee members) of the Members
of the Executive Committee and Supervisory Board of AXA-UAP and their business
addresses and principal occupations are set forth below. If no address is
given, the Member's business address is 23, avenue Matignon, 75008 Paris,
France. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to AXA-UAP and each individual is a citizen of the
Republic of France.
Members of the Executive Committee
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Claude Bebear Chairman of the Executive Board
Donald Brydon (1) Senior Executive Vice President, AXA
Asset Management Europe
Henri de Castries Senior Executive Vice President,
Financial Services and Insurance
Activities (U.S. and U.K.)
John Chalsty (2) Senior Executive Vice President;
Chairman and Chief Executive Officer,
Donaldson, Lufkin & Jenrette, Inc.
(investment banking)
Francoise Colloch Senior Executive Vice President,
Group Human Resources and
Communications
Jean-Pierre Gerard (3) Senior Executive Vice President;
Chief Executive Officer, Royale Beige
(insurance)
Denis Kessler Senior Executive Vice President,
Insurance Activities outside France,
U.K. and U.S.
Claus Kleyboldt (4) Senior Executive Vice President;
Chairman of the Executive Board of
AXA Colonia (insurance)
Gerard de La Martiniere Senior Executive Vice President,
Chief Financial Officer
Joseph J. Malone (2) Chairman of the Executive Committee
of the Board, The Equitable Companies
Incorporated
Edward D. Miller (2) Senior Executive Vice President;
President and Chief Executive Officer,
The Equitable Companies Incorporated
Jean-Louis Meunier Senior Executive Vice President,
Central Underwriting Officer
Michel Pinault Senior Executive Vice President,
Group Administration
Claude Tendil Senior Executive Vice President,
French Insurance Activities,
international risks, transborder
insurance projects and information
systems policy
Geoff Tomlinson (5) Senior Executive Vice President;
Managing Director, National Mutual
Holdings (insurance)
Dave H. Williams (2) Senior Executive Vice President;
Chairman and Chief Executive
Officer, Alliance Capital Management
Corporation (investment adviser)
Mark Wood (1) Senior Executive Vice President;
Managing Director, Sun Life &
Provincial Holdings plc
Members of the Supervisory Board
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Jacques Friedmann Chairman of the Supervisory Board
9, Place Vendome
75008 Paris, France
Jean-Louis Beffa Chairman and Chief Executive
"Les Miroirs" Officer,
Cedex 27 Compagnie de St. Gobain (industry)
92096 Paris La Defense, France
Antoine Bernheim General Partner, Lazard Freres et Cie
121, Avenue Haussman (investment banking); Chairman,
75008 Paris, France Assicurazioni Generali S.p.A.
(insurance)
Jacques Calvet Former Chairman of the Executive
75, avenue de la Grande Armee Board, Peugeot S.A. (auto
75116 Paris, France manufacturer)
David Dautreseme General Partner, Lazard Freres et Cie
121, Boulevard Haussman (investment banking)
75008 Paris, France
Guy Dejouany Honorary Chairman, Compagnie
52, rue d'Anjou Generaledes Eaux (industry and
75008 Paris, France services)
Paul Desmarais (7) Chairman and Chief Executive
751, Square Victoria Officer, Power Corporation (industry
Montreal Quebec and services)
H3Y 3JY Canada
Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
93408 Courbevoie Cedex (industry)
France
Michel Francois-Poncet Chairman of the Supervisory Board,
5, Rue d'Antin Compagnie Financiere de Paribas
75002 Paris, France (financial services and banking)
Patrice Garnier Director, Finaxa
Latreaumont
76360 Baretin, France
Anthony J. Hamilton (1) General Partner, Fox-Pitt, Kelton
35 Wilson Street Group Limited (finance)
London, England EC2M 2SJ
Henri Hottinguer (6) Vice Chairman, Financier Hottinguer
38, rue de Provence (banking)
75009 Paris, France
Richard H. Jenrette (2) Senior Advisor, Donaldson, Lukfin
c/o Donaldson, Lukfin & Jenrette, & Jenrette, Inc. (investment banking)
Inc.
277 Park Avenue
New York, New York 10172
Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Stafor Facom (office
67200 Strasbourg, France furniture)
Gerard Mestallet Chairman of the Executive Board
1, rue d'Astorg (finance) Suez Lyonnaise des Eaux
75008 Paris, France
Friedel Neuber Chairman of the Executive Board,
Girozentrade Herzogstrasse 15 WestDeutsche Landesbank (banking)
D40127 Dusseldorf, Germany
Alfred von Oppenheim (4) Chairman, Bank Oppenheim
Konsortium Oppenheim (banking)
Unter Sachsenrausen 4
50667 Koln, Germany
Michel Pebereau Chairman and Chief Executive
16, Boulevard des Italiens Officer, Banque Nationale de Paris
75009 Paris, France (banking)
Didier Pineau-Valencienne Chairman and Chief Executive
64-70, avenue Jean Baptiste Clement Officer, Schneider S.A. (electric
92646 Boulogne Cedex, France equipment)
Bruno Roger General Partner, Lazard Freres &
121, Boulevard Hausmann Cie (investment banking)
75008 Paris, France
Simone Rozes First Honorary President, Cour de
2, rue Villaret de Joyeuse Cassation (government)
75017 Paris, France
- ----------
(1) Citizen of the United Kingdom
(2) Citizen of the United States of America
(3) Citizen of Belgium
(4) Citizen of Germany
(5) Citizen of Australia
(6) Citizen of Switzerland
(7) Citizen of Canada
Schedule K
Executive Officers and
Members of Conseil d'Administration
of
FINAXA
The names of the Members of Conseil d'Administration and the names and
titles of the Executive Officers of Finaxa and their business addresses and
principal occupations are set forth below. If no address is given, the
Member's or Executive Officer's business address is that of Finaxa at 23,
avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to Finaxa and each
individual is a citizen of the Republic of France.
</TABLE>
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C> <C>
* Claude Bebear Chairman and Chief Executive Officer;
Chairman of the Executive Board, AXA-UAP
* Henri de Clermont-Tonnerre Chairman of the Supervisory Board, Qualis
4, avenue Van Dyke SCA (transportation)
75008 Paris, France
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie Cedex
France
* Patrice Garnier Retired
Latreaumont
76360 Baretin, France
* Henri Hottinguer (1) Chairman and Chief Executive Officer,
38, rue de Provence Banque Hottinguer (banking)
75009 Paris, France
* Paul Hottinguer (1) Assistant Chairman and Chief Executive
38, rue de Provence Officer, Banque Hottinguer (banking)
75009 Paris, France
* Henri Lachmann Chairman and Chief Executive Officer,
56, rue Jean Giraudoux Strafor Facom (office furniture)
67000 Strasbourg, France
* Andre Levy-Lang Chief Executive Officer, Paribas
3, rue d'Antin (banking)
75002 Paris, France
Christien Manset Vice Chairman of the Supervisory Board,
3, rue d'Antin Banque Paribas
75002 Paris, France
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan, France
Emilio Ybarra (2) Chairman, Banco Bilbao Vizcaya (banking)
Paseo de la Castillone, 8
28046 Madrid, Spain
- ----------
* Member, Conseil d'Administration
(1) Citizen of Switzerland
(2) Citizen of Spain
</TABLE>
Schedule L
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil d'Administration and the names and
titles of the Executive Officers of AXA Assurances I.A.R.D. Mutuelle and their
business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is that
of AXA Assurances I.A.R.D. Mutuelle at 21, rue de Chateaudun, 75009 Paris,
France. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to AXA Assurances I.A.R.D. Mutuelle and each
individual is a citizen of the Republic of France.
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C> <C>
* Claude Bebear Chairman; Chairman of the Executive Board,
23, avenue Matignon AXA-UAP
75008 Paris, France
Jean-Luc Bertozzi Executive Officer
* Jean-Pierre Chaffin Manager, Federation de la Metallurgie
5, rue la Bruyere (industry)
75009 Paris, France
* Gerard Coutelle Retired
* Henri de Castries Senior Executive Vice President, Financial
23, avenue Matignon Services and Life Insurance Activities (U.S.
75008 Paris, France & U.K.), AXA-UAP
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie Cedex
France
* Patrice Garnier Retired
Latreaumont
76360 Baretin, France
* Henri Lachmann Chairman and Chief Executive Officer,
56, rue Jean Giraudoux Strafor Facom (office furniture)
67000 Strasbourg, France
* Francois Richer Retired
Georges Rousseau Retired
* 2, rue des Mouettes
76130 Mont Saint Aignan, France
* Claude Tendil Chief Executive Officer; Senior Executive
Vice President, French Insurance Activities,
AXA-UAP
* Nicolas Thiery Chairman and Chief Executive Officer,
6 Cite de la Chapelle Etablissements Jaillard (management
75018 Paris, France consulting)
* Francis Vaudour Chief Executive Officer, Segafredo Zanetti
14, boulevard Industriel France S.A. (coffee importing and processing)
76301 Sotteville les Rouen, France
- ----------
* Member, Conseil d'Administration
</TABLE>
Schedule M
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration and the names and
titles of the Executive Officers of AXA Assurances Vie Mutuelle and their
business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is that
of AXA Assurances Vie Mutuelle at 21, rue de Chateaudun, 75009 Paris, France.
Unless otherwise indicated, each occupation set forth opposite an individual's
name refers to AXA Assurances Vie Mutuelle and each individual is a citizen of
the Republic of France.
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C> <C>
* Claude Bebear Chairman; Chairman of the Executive Board,
23, avenue Matignon AXA-UAP
75008 Paris, France
Jean-Luc Bertozzi Executive Vice President
* Jean-Pierre Chaffin Manager, Federation de la Metallurgie
11, rue de Rome (industry)
75008 Paris, France
* Henri de Castries Senior Executive Vice President, Financial
23, avenue Matignon Services and Life Insurance Activities (U.S.
75008 Paris, France & U.K.), AXA-UAP
* Henri de Clermont-Tonnerre Chairman of the Supervisory Board, Qualis
4, avenue Van Dyke SCA (transportation)
75008 Paris, France
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie Cedex
France
* Henri Lachmann Vice Chairman; Chairman and Chief
56, rue Jean Giraudoux Executive Officer, Strafor Facom (office
67000 Strasbourg, France furniture)
* Francois Richer Retired
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Claude Tendil Chief Executive Officer; Senior Executive
Tour Assur 38 Vice President, French Insurance Activities,
92083 Paris La Defense, France AXA-UAP
* Nicolas Thiery Chairman and Chief Executive Officer,
6 Cite de la Chapelle Etablissements Jaillard (management
75018 Paris, France consulting)
* Francis Vaudour Chief Executive Officer, Segafredo Zanetti
14, boulevard Industriel France S.A. (coffee importing and processing)
76301 Sotteville les Rouen, France
- ----------
* Member, Conseil d'Administration
</TABLE>
Schedule N
Executive Officers and
Members of Conseil d'Administration
of
AXA COURTAGE ASSURANCE MUTUELLE
The names of the Members of Conseil d'Administration and the names and
titles of the Executive Officers of AXA Courtage Assurance Mutuelle and their
business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is that
of AXA Courtage Assurance Mutuelle at 26, rue de Louis-le-Grand, 75002 Paris,
France. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to AXA Courtage Assurance Mutuelle and each
individual is a citizen of the Republic of France.
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C> <C>
* Claude Bebear Chairman; Chairman of the Executive Board,
23, avenue Matignon AXA-UAP
75008 Paris, France
* Francis Cordier Chairman and Chief Executive Officer, Group
rue Nicephore Niepce BP 232 76304 Demay Lesieur (food industry)
Sotteville Les Rouen, France
* Gerard Coutelle Retired
* Henri de Castries Senior Executive Vice President, Financial
23, avenue Matignon Services and Life Insurance Activities (U.S.
75008 Paris, France & U.K.), AXA-UAP
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie Cedex
France
* Patrice Garnier Retired
Latreaumont
76360 Baretin, France
* Henri Lachmann Vice Chairman; Chairman and Chief
56, rue Jean Giraudoux Executive Officer, Strafor Facom (office
67000 Strasbourg, France furniture)
* Francis Magnan Chairman and Chief Executive Officer,
50, boulevard des Dames Compagnie Daher (air and sea transportation)
13002 Marseille, France
* Jean de Ribes Chairman and Chief Executive Officer,
38, rue Fortuny Banque Rivaud (banking)
75008 Paris, France
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Jean-Paul Saillard Manager, AXA-UAP
23, avenue Matignon
75008 Paris, France
* Claude Tendil Chief Executive Officer; Senior Executive
Tour Assur 38 Vice President, French Insurance Activities,
92083 Paris La Defense, France AXA-UAP
- ----------
* Member, Conseil d'Administration
</TABLE>
Schedule O
Executive Officers and
Members of Conseil d'Administration
of
ALPHA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration and the names and
titles of the Executive Officers of Alpha Assurances Vie Mutuelle and their
business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is that
of Alpha Assurances Vie Mutuelle at Tour Franklin, 100/101 Terrasse Boieldieu,
Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to Alpha Assurances
Vie Mutuelle and each individual is a citizen of the Republic of France.
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C> <C>
* Claude Bebear Chairman; Chairman of the Executive Board,
23, avenue Matignon AXA-UAP
75008 Paris, France
* Henri Brischoux Corporate Secretary; AXA Assurance France
Tour Assua 38
92083 Paris La Defense, France
* Bernard Cornille Audit Manager, AXA Assurances
21, rue de Chateaudun
75009 Paris, France
* Henri de Castries Senior Executive Vice President, Financial
23, avenue Matignon Services and Life Insurance Activities (U.S.
75008 Paris, France & U.K.), AXA-UAP
* Henri de Clermont-Tonnerre Chairman of the Supervisory Board, Qualis
4, avenue Van Dyke SCA (transportation)
75008 Paris, France
* Claude Fath Chairman of the Executive Board, UAP Vie
Tour Assur 28F
92083 Paris Las Defense, France
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie Cedex
France
* Patrice Garnier Retired
Latreaumont
76360 Baretin, France
* Henri Lachmann Vice Chairman; Chairman and Chief
56, rue Jean Giraudoux Executive Officer, Strafor Facom (office
67000 Strasbourg, France furniture)
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan, France
* Claude Tendil Chief Executive Officer; Senior Executive
Tour Assur 38 Vice President, French Insurance Activities,
92083 Paris La Defense, France AXA-UAP
* Francis Vaudour Chief Executive Officer, Segafredo Zanetti
14, boulevard Industriel France S.A. (coffee importing and processing)
76301 Sotteville les Rouen,
France
* Member, Conseil d'Administration
</TABLE>
EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, each of the persons named below agrees to the joint filing of a
Statement on Schedule 13D (including amendments thereto) with respect to the
common stock, par value $0.001, of Insilco Corporation, a Delaware corporation
and further agrees that this Joint Filing Agreement be included as an exhibit
to such filings provided that, as contemplated by Section 13d-1(f)(l)(ii), no
person shall be responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate. This
Joint Filing may be executed in any number of counterparts, all of which
together shall constitute one and the same instrument.
Silkworm Acquisition Corporation
By: /s/ William F. Dawson
-----------------------------
Name: William F. Dawson
Title: Vice President and Secretary
DLJ Merchant Banking Partners II, L.P.
by: DLJ Merchant Banking II, Inc.
its: Managing General Partner
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
DLJ Merchant Banking Partners II-A, L.P.
by: DLJ Merchant Banking II, Inc.
its: Managing General Partner
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
DLJ Millennium Partners, L.P.
by: DLJ Merchant Banking II, Inc.
its: Managing General Partner
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Vice President and Treasurer
DLJ Millennium Partners-A, L.P.
by: DLJ Merchant Banking II, Inc.
its: Managing General Partner
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Vice President and Treasurer
DLJ EAB Partners, L.P.
by: DLJ LBO Plans Management Corporation
its: Managing General Partner
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
DLJ Offshore Partners II, C.V.
by: DLJ Merchant Banking II, Inc.
its: Advisory General Partner
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
DLJ Merchant Banking II, LLC
by: DLJ Merchant Banking II, Inc.
its: Managing Member
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
DLJ Merchant Banking II, Inc.
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
DLJ Diversified Partners, L.P.
by: DLJ Diversified Partners, Inc.
its: Managing General Partner
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
DLJ Diversified Partners-A L.P.
by: DLJ Diversified Partners, Inc.
its: Managing General Partner
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
DLJ Diversified Associates, L.P.
by: DLJ Diversified Partners, Inc.
its: General Partner
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
DLJ Diversified Partners, Inc.
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
DLJ First ESC, L.P.
by: DLJ LBO Plans Management Corporation
its: Managing General Partner
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
DLJ ESC II, L.P.
by: DLJ LBO Plans Management Corporation
its: Managing General Partner
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
DLJ LBO Plans Management Corporation
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
DLJMB Funding II, Inc.
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Secretary
DLJ Capital Investors, Inc.
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Secretary and Treasurer
UK Investment Plan 1997 Partners
by: UK Investment Plan 1997, Inc.
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Vice President,
Secretary and Treasurer
UK Investment Plan 1997, Inc.
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Vice President,
Secretary and Treasurer
Donaldson, Lufkin & Jenrette, Inc.
By: /s/ Marjorie S. White
-----------------------------
Name: Marjorie S. White
Title: Vice President and Secretary
The Equitable Companies Incorporated
By: /s/ Alvin H. Fenichel
-----------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and Controller
AXA-UAP
Finaxa
AXA Assurances I.A.R.D. Mutuelle
AXA Assurances Vie Mutuelle
AXA Courtage Assurance Mutuelle
Alpha Assurances Vie Mutuelle
Claude Bebear, as AXA Voting Trustee
Patrice Garnier, as AXA Voting Trustee
Henri de Clermont-Tonnerre, as AXA Voting Trustee
Signed on behalf of each of the above
By: /s/ Alvin H. Fenichel
-----------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-fact
EXHIBIT 2
Power of Attorney
AXA, a societe anonyme organized under the laws of the Republic
of France (the "Corporation"), hereby constitutes and appoints each of Richard
V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting
singly, as the true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the Corporation and in the name, place
and stead of the Corporation, in any and all capacities, to execute for and on
behalf of the Corporation, all Schedules 13D and Schedules 13G as required by
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, the
issuer and relevant stock exchanges (individually, each a "Filing"); provided,
however, that unless specifically instructed in writing by the Corporation,
this Power of Attorney does not authorize any of the above-listed
attorneys-in-fact and agents of the Corporation (or any person substituted or
resubstituted therefor) to execute or file for or on behalf of the Corporation
any Filing with respect to (i) the Common Stock, par value $.01 per share, of
The Equitable Companies Incorporated, a Delaware corporation, or (ii) the
Units Representing Assignments of Beneficial Ownership of Limited Partnership
Interests in Alliance Capital Management L.P., a Delaware limited partnership.
The Corporation hereby grants to such attorneys-in-fact and agents of the
Corporation full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the Corporation might or could, and hereby ratifies and confirms all that
said attorneys-in-fact and agents of the Corporation or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 13(d) of the Securities Exchange Act
of 1934.
The powers hereby conferred upon the said attorneys-in-fact and
agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the
Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this Power of Attorney this 24 day of June, 1996.
AXA
By: /s/ Claude Bebear
-----------------------------------
Name: Claude Bebear
Title: Chairman and Chief Executive
Officer
Power of Attorney
Finaxa, a societe anonyme organized under the laws of the
Republic of France (the "Corporation"), hereby constitutes and appoints each
of Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky,
acting singly, as the true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for the Corporation and in the name,
place and stead of the Corporation, in any and all capacities, to execute for
and on behalf of the Corporation, all Schedules 13D and Schedules 13G as
required by the Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, the issuer and relevant stock exchanges (individually, each a
"Filing"); provided, however, that unless specifically instructed in writing
by the Corporation, this Power of Attorney does not authorize any of the
above-listed attorneys-in-fact and agents of the Corporation (or any person
substituted or resubstituted therefor) to execute or file for or on behalf of
the Corporation any Filing with respect to (i) the Common Stock, par value
$.01 per share, of The Equitable Companies Incorporated, a Delaware
corporation, or (ii) the Units Representing Assignments of Beneficial
Ownership of Limited Partnership Interests in Alliance Capital Management
L.P., a Delaware limited partnership. The Corporation hereby grants to such
attorneys-in-fact and agents of the Corporation full power and authority to do
and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as the Corporation might or could, and
hereby ratifies and confirms all that said attorneys-in-fact and agents of the
Corporation or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 13(d) of the Securities Exchange Act
of 1934.
The powers hereby conferred upon the said attorneys-in-fact and
agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the
Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this Power of Attorney this 24 day of June, 1996.
FINAXA
By: /s/ Claude Bebear
-----------------------------------
Name: Claude Bebear
Title: Chairman and Chief Executive
Officer
Power of Attorney
AXA Assurances I.A.R.D. Mutuelle, a mutual insurance company
organized under the laws of the Republic of France (the "Corporation"), hereby
constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H.
Fenichel and Allen J. Zabusky, acting singly, as the true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for the Corporation and in the name, place and stead of the
Corporation, in any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D and Schedules 13G as required by the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, the issuer and
relevant stock exchanges (individually, each a "Filing"); provided, however,
that unless specifically instructed in writing by the Corporation, this Power
of Attorney does not authorize any of the above-listed attorneys-in-fact and
agents of the Corporation (or any person substituted or resubstituted
therefor) to execute or file for or on behalf of the Corporation any Filing
with respect to (i) the Common Stock, par value $.01 per share, of the
Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units
Representing Assignments of Beneficial Ownership of Limited Partnership
Interests in Alliance Capital Management L.P., a Delaware limited partnership.
The Corporation hereby grants to such attorneys-in-fact and agents of the
Corporation full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the Corporation might or could, and hereby ratifies and confirms all that
said attorneys-in-fact and agents of the Corporation or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 13(d) of the Securities Exchange Act
of 1934.
The powers hereby conferred upon the said attorneys-in-fact and
agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the
Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this Power of Attorney this 24 day of June, 1996.
AXA ASSURANCES I.A.R.D. MUTUELLE
By: /s/ Claude Tendil
-----------------------------------
Name: Claude Tendil
Title: Chief Executive Officer
Power of Attorney
AXA Assurances Vie Mutuelle, a mutual insurance company
organized under the laws of the Republic of France (the "Corporation"), hereby
constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H.
Fenichel and Allen J. Zabusky, acting singly, as the true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for the Corporation and in the name, place and stead of the
Corporation, in any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D and Schedules 13G as required by the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, the issuer and
relevant stock exchanges (individually, each a "Filing"); provided, however,
that unless specifically instructed in writing by the Corporation, this Power
of Attorney does not authorize any of the above-listed attorneys-in-fact and
agents of the Corporation (or any person substituted or resubstituted
therefor) to execute or file for or on behalf of the Corporation any Filing
with respect to (i) the Common Stock, par value $.01 per share, of the
Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units
Representing Assignments of Beneficial Ownership of Limited Partnership
Interests in Alliance Capital Management L.P., a Delaware limited partnership.
The Corporation hereby grants to such attorneys-in-fact and agents of the
Corporation full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the Corporation might or could, and hereby ratifies and confirms all that
said attorneys-in-fact and agents of the Corporation or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 13(d) of the Securities Exchange Act
of 1934.
The powers hereby conferred upon the said attorneys-in-fact and
agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the
Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this Power of Attorney this 24 day of June, 1996.
AXA ASSURANCES VIE MUTUELLE
By: /s/ Claude Tendil
-----------------------------------
Name: Claude Tendil
Title: Chief Executive Officer
Power of Attorney
Uni Europe Assurance Mutuelle, a mutual insurance company
organized under the laws of the Republic of France (the "Corporation"), hereby
constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H.
Fenichel and Allen J. Zabusky, acting singly, as the true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for the Corporation and in the name, place and stead of the
Corporation, in any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D and Schedules 13G as required by the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, the issuer and
relevant stock exchanges (individually, each a "Filing"); provided, however,
that unless specifically instructed in writing by the Corporation, this Power
of Attorney does not authorize any of the above-listed attorneys-in-fact and
agents of the Corporation (or any person substituted or resubstituted
therefor) to execute or file for or on behalf of the Corporation any Filing
with respect to (i) the Common Stock, par value $.01 per share, of the
Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units
Representing Assignments of Beneficial Ownership of Limited Partnership
Interests in Alliance Capital Management L.P., a Delaware limited partnership.
The Corporation hereby grants to such attorneys-in-fact and agents of the
Corporation full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the Corporation might or could, and hereby ratifies and confirms all that
said attorneys-in-fact and agents of the Corporation or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 13(d) of the Securities Exchange Act
of 1934.
The powers hereby conferred upon the said attorneys-in-fact and
agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the
Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this Power of Attorney this 24 day of June, 1996.
UNI EUROPE ASSURANCE MUTUELLE
By: /s/ Claude Tendil
-----------------------------------
Name: Claude Tendil
Title: Chief Executive Officer
Power of Attorney
Alpha Assurances Vie Mutuelle, a mutual insurance company
organized under the laws of the Republic of France (the "Corporation"), hereby
constitutes and appoints each of Richard V. Silver, Henry Q. Conley, Alvin H.
Fenichel and Allen J. Zabusky, acting singly, as the true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for the Corporation and in the name, place and stead of the
Corporation, in any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D and Schedules 13G as required by the Securities
Exchange Act of 1934, as amended, and any and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, the issuer and
relevant stock exchanges (individually, each a "Filing"); provided, however,
that unless specifically instructed in writing by the Corporation, this Power
of Attorney does not authorize any of the above-listed attorneys-in-fact and
agents of the Corporation (or any person substituted or resubstituted
therefor) to execute or file for or on behalf of the Corporation any Filing
with respect to (i) the Common Stock, par value $.01 per share, of The
Equitable Companies Incorporated, a Delaware corporation, or (ii) the Units
Representing Assignments of Beneficial Ownership of Limited Partnership
Interests in Alliance Capital Management L.P., a Delaware limited partnership.
The Corporation hereby grants to such attorneys-in-fact and agents of the
Corporation full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the Corporation might or could, and hereby ratifies and confirms all that
said attorneys-in-fact and agents of the Corporation or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 13(d) of the Securities Exchange Act
of 1934.
The powers hereby conferred upon the said attorneys-in-fact and
agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the
Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this Power of Attorney this 24 day of June, 1996.
ALPHA ASSURANCES VIE MUTUELLE
By: /s/ Claude Tendil
-----------------------------------
Name: Claude Tendil
Title: Chief Executive Officer
Power of Attorney
Claude Bebear, as a Voting Trustee (the "Trustee"), pursuant to
a Voting Trust Agreement dated as of May 12, 1992, by and among AXA, a societe
anonyme organized under the laws of the Republic of France, and the Voting
Trustees identified therein, hereby constitutes and appoints each of Richard
V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting
singly, as the true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the Trustee and in the name, place and
stead of the Trustee, in any and all capacities, to execute for and on behalf
of the Trustee, all Schedules 13D and Schedules 13G as required by the
Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, the
issuer and relevant stock exchanges (individually, each a "Filing"); provided,
however, that unless specifically instructed in writing by the Trustee, this
Power of Attorney does not authorize any of the above-listed attorneys-in-fact
and agents of the Trustee (or any person substituted or resubstituted
therefor) to execute or file for or on behalf of the Trustee any Filing with
respect to (i) the Common Stock, par value $.01 per share, of The Equitable
Companies Incorporated, a Delaware corporation, or (ii) the Units Representing
Assignments of Beneficial Ownership of Limited Partnership Interests in
Alliance Capital Management L.P., a Delaware limited partnership. The Trustee
hereby grants to such attorneys-in-fact and agents of the Trustee full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the Trustee
might or could, and hereby ratifies and confirms all that said
attorneys-in-fact and agents of the Trustee or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Trustee, in serving in such capacity at
the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 13(d) of the Securities Exchange Act
of 1934.
The powers hereby conferred upon the said attorneys-in-fact and
agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the
Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this Power of Attorney this 24 day of June, 1996.
By: /s/ Claude Bebear
-----------------------------------
Name: Claude Bebear
Title: Voting Trustee
Power of Attorney
Henri de Clermont-Tonnerre, as Voting Trustee (the "Trustee"),
pursuant to a Voting Trust Agreement dated as of May 12, 1992, by and among
AXA, a societe anonyme organized under the laws of the Republic of France and
the Voting Trustees identified herein, hereby constitutes and appoints each of
Richard V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky,
acting singly, as the true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for the Trustee and in the name,
place and stead of the Trustee, in any and all capacities, to execute for and
on behalf of the Trustee, all Schedules 13D and Schedules 13G as required by
the Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, the
issuer and relevant stock exchanges (individually, each a "Filing"); provided,
however, that unless specifically instructed in writing by the Trustee, this
Power of Attorney does not authorize any of the above-listed attorneys-in-fact
and agents of the Trustee (or any person substituted or resubstituted
therefor) to execute or file for or on behalf of the Trustee any Filing with
respect to (i) the Common Stock, par value $.01 per share, of The Equitable
Companies Incorporated, a Delaware corporation, or (ii) the Units Representing
Assignments of Beneficial Ownership of Limited Partnership Interests in
Alliance Capital Management L.P., a Delaware limited partnership. The Trustee
hereby grants to such attorneys-in-fact and agents of the Trustee full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the Trustee
might or could, and hereby ratifies and confirms all that said
attorneys-in-fact and agents of the Trustee or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Trustee, in serving in such capacity at
the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 13(d) of the Securities Exchange Act
of 1934.
The powers hereby conferred upon the said attorneys-in-fact and
agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the
Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this Power of Attorney this 24 day of June, 1996.
By: /s/ Henri de Clermont-Tonnerre
-----------------------------------
Name: Henri de Clermont-Tonnerre
Title: Voting Trustee
Power of Attorney
Patrice Garnier, as a Voting Trustee (the "Trustee"), pursuant
to a Voting Trust Agreement dated as of May 12, 1992, by and among AXA, a
societe anonyme organized under the laws of Republic of France, and the Voting
Trustees identified therein, hereby constitutes and appoints each of Richard
V. Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting
singly, as the true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the Trustee and in the name, place and
stead of the Trustee, in any and all capacities, to execute for and on behalf
of the Trustee, all Schedules 13D and Schedules 13G as required by the
Securities Exchange Act of 1934, as amended, and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, the
issuer and relevant stock exchanges (individually, each a "Filing"); provided,
however, that unless specifically instructed in writing by the Trustee, this
Power of Attorney does not authorize any of the above-listed attorneys-in-fact
and agents of the Trustee (or any person substituted or resubstituted
therefor) to execute or file for or on behalf of the Trustee any Filing with
respect to (i) the Common Stock, par value $.01 per share, of The Equitable
Companies Incorporated, a Delaware corporation or (ii) the Units Representing
Assignments of Beneficial Ownership of Limited Partnership Interests in
Alliance Capital Management L.P., a Delaware limited partnership. The Trustee
hereby grants to such attorneys-in-fact and agents of the Trustee full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the Trustee
might or could, and hereby ratifies and confirms all that said
attorneys-in-fact and agents of the Trustee or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Trustee, in serving in such capacity at
the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 13(d) of the Securities Exchange Act
of 1934.
The powers hereby conferred upon the said attorneys-in-fact and
agents shall continue in force until notice of the revocation of this Power of
Attorney has been received by the said attorneys-in-fact and agents of the
Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this Power of Attorney this 24 day of June, 1996.
By: /s/ Patrice Garnier
-----------------------------------
Name: Patrice Garnier
Title: Voting Trustee
EXHIBIT 3
VOTING AGREEMENT
In consideration of Silkworm Acquisition Corporation, a
Delaware corporation ("Holdco"), Insilco Corporation, a Delaware corporation
(the "Company"), and INR Holding Co., a Delaware corporation and existing
wholly owned subsidiary of the Company ("Existing Sub"), entering into on the
date hereof an Agreement and Plan of Merger (the "Merger Agreement") which
provides, among other things, that upon the terms and subject to the
conditions thereof, (i) pursuant to the Reorganization Merger (as defined in
the Merger Agreement), the Company will become a wholly-owned subsidiary of
Existing Sub and the shares of common stock in the Company (the "Company
Common Stock") will be exchanged for shares of common stock of Existing Sub,
having the same rights, powers, privileges and preferences as the Company
Common Stock and (ii) immediately following the Reorganization Merger, Holdco
will be merged with and into Existing Sub (the "Merger") with Existing Sub
continuing as the surviving corporation, and pursuant thereto each outstanding
share of the Company Common Stock will be converted into the right to receive
the Merger Consideration (as defined in the Merger Agreement) in accordance
with the terms of the Merger Agreement, the undersigned holder (the
"Stockholder") of shares of the Company Common Stock agrees with Holdco as
follows:
8. During the period (the "Agreement Period") beginning on the date
hereof and ending on the earliest of (i) the Effective Time (as defined in the
Merger Agreement), (ii) the date that is 90 days after the termination of the
Merger Agreement in accordance with Section 9.01(e), 9.01(f) or 9.01(g)
thereof and payment in full of all amounts (if any) payable to Holdco pursuant
to Section 5.04 of the Merger Agreement and (iii) the date of termination of
the Merger Agreement for any other reason, the Stockholder hereby agrees to
vote 1,783,878 shares of Company Common Stock (the "Stockholder Securities")
to approve and adopt the Merger Agreement and the Merger (provided that the
Stockholder shall not be required to vote in favor of the Merger Agreement or
the Merger if the Merger Agreement has, without the written consent of the
Stockholder, been amended in any manner that is material and adverse to the
Stockholder) and any actions directly and reasonably related thereto at any
meeting or meetings of the stockholders of the Company, and at any adjournment
thereof, at which such Merger Agreement, or such other actions, are submitted
for the consideration and vote of the stockholders of the Company so long as
such meeting is held and completed (including any adjournment thereof) prior
to the termination of the Agreement Period. Notwithstanding anything to the
contrary provided in this Voting Agreement, if at any time (i) there is a
tender or exchange offer (an "Offer") commenced by any person to purchase
Company Common Stock and (ii) the Merger Agreement has been terminated
pursuant to Section 9.01(e), 9.01(f) or 9.01(g) thereof, then the Stockholder
shall have the right to validly tender any or all of its Stockholder
Securities into the Offer three business days (the "Tender Day") prior to any
scheduled expiration of such Offer. Any such tender or sale pursuant thereto
shall not be a breach of the provisions of this Voting Agreement and the
Agreement Period shall be deemed to end upon consummation of such Offer. In
addition, nothing in this Voting Agreement shall preclude the Stockholder from
making, during the Agreement Period, any election with respect to the form of
consideration in respect of an Acquisition Proposal.
At or prior to 10:00 A.M. (New York City Time) on the Tender
Day, Stockholder will deliver to Holdco written notice if it elects to tender
into such Offer. If Stockholder elects to tender into the Offer, Holdco will
have the nonassignable option to purchase all (but not less than all) of the
Stockholder Securities at a price of $44.50 per share in cash by delivery to
Stockholder of a written notice making such election no later than 10:00 A.M.
(New York City Time) on the business day immediately following the Tender Day.
In the event Holdco exercises such option, Stockholder will withdraw any
Stockholder Securities that were tendered in the Offer, and the settlement for
the purchase thereof by Holdco pursuant to this paragraph will take place by
12:00 Noon (New York City Time) on the second business day immediately
following the Tender Day. This Voting Agreement shall terminate immediately
following such purchase, or upon Holdco's failure to consummate such purchase
by such designated time.
9. During the Agreement Period, the Stockholder hereby agrees that it
will not vote any of the Stockholder Securities in favor of the approval of
any other merger, consolidation, sale of assets, reorganization,
recapitalization, liquidation or winding up of the Company or any other
extraordinary transaction involving the Company or any matters related to or
in connection therewith, or any corporate action relating to or the
consummation of which would either frustrate the purposes of, or prevent or
delay the consummation of, the transactions contemplated by the Merger
Agreement.
10. During the Agreement Period, the Stockholder will not, directly or
indirectly, (i) take any action to solicit, initiate, encourage or facilitate
any Acquisition Proposal or (ii) engage in negotiations or discussions with,
or furnish or disclose any nonpublic information relating to the Company or
any Subsidiary or afford access to the properties, books or records of the
Company or any Subsidiary to, or otherwise assist, facilitate or encourage, any
Third Party (other than Holdco, its affiliates and their respective directors,
officers, employees, agents or representatives) that the Stockholder believes
may be considering making, or has made, an Acquisition Proposal. The
Stockholder will promptly notify Holdco after receipt of any Acquisition
Proposal or any indication from any Third Party that it is considering making
an Acquisition Proposal and will keep Holdco fully informed of the status and
details of any such Acquisition Proposal, indication or request. Anything
herein to the contrary notwithstanding, this Voting Agreement shall not limit
actions taken, or require actions to be taken, (i) by any party related to the
Stockholder who is, or one or more of whose affiliates, directors, partners,
officers or employees is, a director or officer of the Company that are
required or restricted by such director's fiduciary duties or such officer's
employment duties, or permitted by the Merger Agreement, and that, in each
case, are undertaken solely in such person's capacity as a director or officer
of the Company and, in the case of an officer of the Company, as directed by
the Board of Directors of the Company or (ii) by an affiliate of the
Stockholder, in such affiliate's capacity as investment banker, investment
broker or financial advisor to the Company, to the extent such affiliate
performs such actions at the request of the Board of Directors of the Company
in connection with the exercise by the Board of Directors of its fiduciary
obligations under applicable law consistent with the Company's rights and
obligations under the Merger Agreement.
11. The Stockholder agrees not to exercise any rights (including,
without limitation, under Section 262 of the General Corporation Law of the
State of Delaware) to demand appraisal of any shares of Company Common Stock
owned by the Stockholder with respect to the Merger.
12. The Stockholder hereby represents and warrants to Holdco that as
of the date hereof:
(a) the Stockholder (i) owns beneficially all of the Stockholder
Securities, (ii) has the full and unrestricted legal power, authority and
right to enter into, execute and deliver this Voting Agreement without the
consent or approval of any other person and (iii) is not party to any voting
agreement, and has not granted any person any proxy (revocable or
irrevocable), with respect to the Stockholder Securities (other than this
Voting Agreement);
(b) this Voting Agreement is the valid and binding agreement of the
Stockholder; and
(c) other than as disclosed pursuant to the Merger Agreement, no
investment banker, broker or finder is entitled to a commission or fee from
the Company in respect of this Voting Agreement based upon any arrangement or
agreement made by or on behalf of the Stockholder.
13. If any provision of this Voting Agreement shall be invalid or
unenforceable under applicable law, such provision shall be ineffective to the
extent of such invalidity or unenforceability only, without in any way
affecting the remaining provisions of this Voting Agreement.
14. This Voting Agreement may be executed in two or more counterparts
each of which shall be an original with the same effect as if the signatures
hereto and thereto were upon the same instrument.
15. The parties hereto agree that if for any reason any party hereto
shall have failed to perform its obligations under this Voting Agreement, then
the party seeking to enforce this Voting Agreement against such non-performing
party shall be entitled to specific performance and injunctive and other
equitable relief, and the parties hereto further agree to waive any
requirement for the securing or posting of any bond in connection with the
obtaining of any such injunctive or other equitable relief. This provision is
without prejudice to any other rights or remedies, whether at law or in
equity, that any party hereto may have against any other party hereto for any
failure to perform its obligations under this Voting Agreement.
16. This Voting Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
17. The Stockholder will, upon reasonable request, execute and deliver
any additional documents deemed by Holdco to be necessary or desirable to
complete and effectuate the covenants contained herein.
18. This Voting Agreement shall terminate upon the termination of the
Agreement Period.
19. The Stockholder agrees that it will not sell, transfer, assign,
encumber or otherwise dispose of any of the Stockholder Securities (whether to
an affiliate or otherwise) until the expiration of the Agreement Period, other
than pursuant to the Reorganization Merger or pursuant to the terms of this
Voting Agreement.
20. Holdco and the Company understand and agree that this Voting
Agreement pertains only to the Stockholder and not to any of its affiliates,
if any, or advisers.
21. (a) Holdco and the Company severally and not jointly represent and
warrant to the Stockholder that (i) there is no agreement, understanding or
commitment, written or oral, to pay any consideration directly or indirectly
in connection with the Merger or otherwise to or for the benefit of any holder
of Company Common Stock or options thereon other than as set forth in the
Merger Agreement (except, in the case of directors, employees, agents,
customers, suppliers or contractors of the Company who are also holders, such
consideration as is payable by the Company in the ordinary course of business
and except for amounts payable to officers, directors or employees in
connection with or pursuant to any options, or option, stock purchase, stock
ownership or other employee benefit plans), (ii) this Voting Agreement is the
valid and binding agreement of Holdco and the Company, as the case may be, and
(iii) Holdco and the Company, as the case may be, have not entered into any
voting agreements with any other existing shareholders of the Company prior to
or concurrently with this Voting Agreement.
(b) If Holdco or the Company enters into any agreement with any other
stockholder having a purpose or effect substantially similar to that of this
Voting Agreement on financial or other terms (with respect to such other
stockholder) more favorable than the terms of this Voting Agreement, the
Stockholder will have the right to elect any of the benefits thereof, as they
may be amended or waived from time to time.
22. All notices, requests and other communications to any party
hereunder shall be in writing (including telecopy or similar writing) and
shall be given:
if to Holdco, to:
Thompson Dean
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, New York 10172
Telecopy: 212-892-7552
if to the Company, to:
Insilco Corporation
425 Metro Place North
5th Floor
Dublin, Ohio 43017
Attention: General Counsel
Telecopy: 614-791-3195
if to the Stockholder, to:
Water Street Corporate Recovery Fund I, L.P.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: David J. Greenwald, Esq.
Telecopy: 212-357-5505
or such other address or telecopy number as such party may hereafter specify
for the purpose by notice to the other parties hereto.
23. Capitalized terms not defined herein shall have the meaning
ascribed to them in the Merger Agreement. For purposes of this Voting
Agreement, following consummation of the Reorganization Merger, "Company"
means Existing Sub and "Company Common Stock" means the shares of common stock
of Existing Sub resulting from the Reorganization Merger.
IN WITNESS WHEREOF, the parties hereto have executed this
Voting Agreement as of this 24th day of March, 1998.
SILKWORM ACQUISITION
CORPORATION
By /s/ William F. Dawson
-----------------------------
Name: William F. Dawson
Title: Vice President and Secretary
INSILCO CORPORATION
By /s/ Robert L. Smialek
-----------------------------
Name: Robert L. Smialek
Title: President, Chief Executive
Officer and Director
WATER STREET CORPORATE
RECOVERY FUND I, L.P.
By: Goldman, Sachs & Co.,
its General Partner
By /s/ Terrence M. O'Toole
-----------------------------
Name: Terrence M. O'Toole
Title: Managing Director
