UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
FORM 3
OMB APROVAL
OMB NUMBER: 3235-0104
Expires: September 30, 1998
Estimated average burden
hours per response........0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
DLJ Merchant Banking II, Inc.
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(Last) (First) (Middle)
277 Park Avenue
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(Street)
New York NY 10172
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(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
8/17/98
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3. IRS or Social Security Number of Reporting Person (Voluntary)
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4. Issuer Name and Ticker or Trading Symbol
Insilco Holding Co. ([IHC])
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
Director X 10% Owner
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Officer (give title below) Other (specify below)
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6. If Amendment, Date of Original (Month/Day/Year)
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7. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
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X Form filed by More than One Reporting Person
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Table I Non-Derivative Securities Beneficially Owned
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership 4. Nature of Indirect
(Instr. 4) Beneficially Owned Form: Direct Beneficial Ownership
(Instr. 4) (D) or Indirect (Instr. 5)
(I)(Instr. 5)
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<C> <C> <C> <C>
Common Stock 601,929 (I) (1) (13) (16) (21) (22)
Common Stock 23,972 (I) (2) (13) (16) (21) (22)
Common Stock 29,600 (I) (3) (13) (16) (21) (22)
Common Stock 35,191 (I) (4) (14) (16) (21) (22)
Common Stock 13,069 (I) (5) (14) (16) (21) (22)
Common Stock 106,869 (I) (6) (16) (21) (22)
Common Stock 9,733 (I) (7) (13) (16) (21) (22)
Common Stock 1,898 (I) (8) (13) (16) (21) (22)
Common Stock 2,703 (I) (9) (13) (15) (16) (21) (22)
Common Stock 15,926 (I) (10) (17) (21) (22)
Common Stock 113,508 (I) (11) (15) (21) (22)
Common Stock 1,158 (I) (12) (15) (21) (22)
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
(Over)
SEC 1473 (9-96)
Table II Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of Derivative 2. Date Exercisable 3. Title and Amount of 4. Conver-
Security (Instr. 4) and Expiration Securities Underlying sion or
Date (Month/Day/ Year) Derivative Securities Exercise
------------------------- (Instr. 4) Price of
Date Expira- ------------------------- Derivative
Exer- tion Title Amount Security
cisable Date or
Number
of
Shares
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<S> <C> <C> <C> <C> <C>
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 8/01/10 Common Stock 41,325 $0.001++
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 8/01/10 Common Stock 1,646 $0.001++
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 8/01/10 Common Stock 2,032 $0.001++
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 8/01/10 Common Stock 2,416 $0.001++
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 8/01/10 Common Stock 897 $0.001++
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 8/01/10 Common Stock 7,337 $0.001++
Warrant for the Purchase of
Shares of Common Stock Immed. 8/15/08 Common Stock 7,945 $0.01++
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 8/01/10 Common Stock 668 $0.001++
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 8/01/10 Common Stock 130 $0.001++
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 8/01/10 Common Stock 186 $0.001++
Warrant for the Purchase of
Shares of Common Stock Immed. 8/15/08 Common Stock 55,757 $0.01++
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 8/01/10 Common Stock 1,093 $0.001++
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 8/01/10 Common Stock 7,793 $0.001++
Warrant for the Purchase of
Shares of Common Stock Immed. 8/15/08 Common Stock 5,298 $0.01++
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 8/01/10 Common Stock 80 $0.001++
Warrant for the Purchase of
Shares of Common Stock Immed. 8/15/08 Common Stock 15,000 $0.01++
<CAPTION>
1. Title of Derivative 5. Owner- 6. Nature
Security (Instr. 4) ship of In-
Form of direct
Deriv- Bene-
ative ficial
Security: Owner-
Direct ship
(D) or (Instr.
Indirect 5)
(I)
(Instr.
5)
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<S> <C> <C>
Class A Warrant for the Purchase
of Shares of Common Stock (I) (1) (13)(16) (21) (22)
Class A Warrant for the Purchase
of Shares of Common Stock (I) (2) (13) (16) (21) (22)
Class A Warrant for the Purchase
of Shares of Common Stock (I) (3) (13) (16) (21) (22)
Class A Warrant for the Purchase
of Shares of Common Stock (I) (4) (14) (16) (21) (22)
Class A Warrant for the Purchase
of Shares of Common Stock (I) (5) (14) (16) (21) (22)
Class A Warrant for the Purchase
of Shares of Common Stock (I) (6) (16) (21) (22)
Warrant for the Purchase of
Shares of Common Stock (I) (16) (18) (21) (22)
Class A Warrant for the Purchase
of Shares of Common Stock (I) (7) (13) (16) (21) (22)
Class A Warrant for the Purchase
of Shares of Common Stock (I) (8) (13) (16) (21) (22)
Class A Warrant for the Purchase
of Shares of Common Stock (I) (9) (13) (15) (16) (21) (22)
Warrant for the Purchase of
Shares of Common Stock (I) (16) (19) (20) (21) (22)
Class A Warrant for the Purchase
of Shares of Common Stock (I) (10) (17) (21) (22)
Class A Warrant for the Purchase
of Shares of Common Stock (I) (11) (15) (21) (22)
Warrant for the Purchase of
Shares of Common Stock (I) (11) (15) (21) (22)
Class A Warrant for the Purchase
of Shares of Common Stock (I) (12) (15) (21) (22)
Warrant for the Purchase of
Shares of Common Stock (I) (22) (23)
</TABLE>
Explanation of Responses:
++ Such Exercise Price subject to change.
See Attachment A for footnotes.
8/26/98
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**Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
Page 2
SEC 1473 (9-96)
ATTACHMENT A
REPORTING PERSONS AND SIGNATURES
<TABLE>
<CAPTION>
COMPANY ADDRESS
------- -------
<S> <C>
AXA ASSURANCES I.A.R.D. MUTUELLE 21/25, rue de Chateaudun
75009 Paris, France
AXA ASSURANCES VIE MUTUELLE Same as above
AXA COURTAGE ASSURANCE MUTUELLE 26, rue Louis-le-Grand
75002 Paris, France
ALPHA ASSURANCES VIE MUTUELLE Tour Franklin
100-1-1 Terrasse Boieldieu
Cedex 11
92042 Paris La Defense, France
FINAXA 23, avenue Matignon
75008 Paris, France
are Reporting Persons through their interest in the following entity:
AXA 9, Place Vendome
75001 Paris, France
is a Reporting Person through its interest in The Equitable Companies
Incorporated.
THE AXA VOTING TRUSTEES:
Claude Bebear c/o Secretaire General, AXA
Henri de Clermont-Tonnerre 23, avenue Matignon
Patrice Garnier 75008 Paris, France
(collectively, the "AXA Voting Trustees")
pursuant to the Voting Trust Agreement dated as of
May 12, 1992 with AXA.
SIGNED ON BEHALF OF THE ABOVE ENTITIES
(collectively, the "Mutuelles AXA, Finaxa and AXA")
By /s/ Alvin H. Fenichel
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Name: Alvin H. Fenichel
Title: Attorney-in-Fact
THE EQUITABLE COMPANIES INCORPORATED 1290 Avenue of the Americas
New York, NY 10104
By /s/ Alvin H. Fenichel
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Name: Alvin H. Fenichel
Title: Senior Vice President and Controller
The Equitable Companies Incorporated is a Reporting Person through its interest in Donaldson Lufkin & Jenrette,
Inc. ("DLJ") and The Equitable Life Assurance Society of the United States
DONALDSON, LUFKIN & JENRETTE, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Claire M. Power
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Name: Claire Power
Title: Vice President and Assistant Secretary
DLJ is a Reporting Person through its interest in DLJ Capital Investors, Inc. ("DLJCI"):
DLJ CAPITAL INVESTORS, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Claire M. Power
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Name: Claire Power
Title: Vice President and Assistant Secretary
DLJ Capital Investors, Inc. is a Reporting Person through its interest in each of DLJMB Funding II, Inc. ("Funding II"),
DLJ Investment Funding, Inc., DLJ Investment Partners, Inc., DLJ LBO Plans Management Corporation, DLJ Offshore Management,
N.V., DLJ Diversified Partners, Inc., and DLJ Merchant Banking II, Inc. ("MB II INC"):
DLJ INVESTMENT PARTNERS, INC. 277 Park Avenue
New York, NY 10172
By /s/ Claire M. Power
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Name: Claire Power
Title: Vice President and Assistant Secretary
DLJ Investment Partners, Inc. is a Reporting Person through its interest in DLJ Investment Partners, L.P.
DLJ INVESTMENT FUNDING, INC. 277 Park Avenue
New York, NY 10172
By /s/ Claire M. Power
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Name: Claire Power
Title: Vice President and Assistant Secretary
DLJ LBO PLANS MANAGEMENT CORPORATION 277 Park Avenue
New York, NY 10172
By /s/ Claire M. Power
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Name: Claire Power
Title: Vice President and Assistant Secretary
DLJ LBO Plans Management Corporation is a Reporting Person through its interest in DLJ First ESC, L.P., DLJ ESC II, L.P.
and DLJ EAB Partners, L.P.
DLJ DIVERSIFIED PARTNERS, INC.
By /s/ Claire M. Power
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Name: Claire Power
Title: Vice President and Assistant Secretary
DLJ Diversified Partners, Inc. is a Reporting Person through its interest in DLJ Diversified Partners, L.P. and DLJ
Diversified Partners-A, L.P.
DLJMB FUNDING II, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Claire M. Power
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Name: Claire Power
Title: Vice President and Assistant Secretary
DLJ MERCHANT BANKING II, INC. 277 Park Avenue
(See Form 3 for signature of this Reporting Person) New York, N.Y. 10172
</TABLE>
(1) These securities are beneficially owned directly by DLJ Merchant Banking
Partners II, L.P. ("Partners II") which is a limited partnership.
(2) These securities are beneficially owned directly by DLJ Merchant Banking
Partners II-A, L.P. ("Partners II-A") which is a limited partnership.
(3) These securities are beneficially owned directly by DLJ Offshore Partners
II, C.V. ("Offshore Partners II") which is a limited partnership.
(4) These securities are beneficially owned directly by DLJ Diversified
Partners, L.P. ("Diversified") which is a limited partnership.
(5) These securities are beneficially owned directly by DLJ Diversified
Partners-A, L.P. ("Diversified-A") which is a limited partnership.
(6) These securities are beneficially owned directly by DLJMB Funding II, Inc.
(7) These securities are beneficially owned directly by DLJ Millennium
Partners, L.P. ("Millennium") which is a limited partnership.
(8) These securities are beneficially owned directly by DLJ Millennium
Partners-A, L.P. ("Millennium-A") which is a limited partnership.
(9) These securities are beneficially owned directly by DLJ EAB Partners, L.P.
("EAB") which is a limited partnership.
(10) These securities are beneficially owned directly by UK Investment Plan
1997 Partners which is a limited partnership.
(11) These securities are beneficially owned directly by DLJ ESC II, L.P. ("ESC
II") which is a limited partnership.
(12) These securities are beneficially owned directly by DLJ First ESC, L.P.
("ESC II") which is a limited partnership.
(13) These securities are beneficially owned indirectly by MB II INC as
Managing General Partner of each of Partners II, Partners II-A, Millennium
and Millennium-A and as Advisory General Partner of Offshore Partners II.
In addition, these securities are beneficially owned indirectly by DLJ
Merchant Banking II, LLC ("MB II LLC") as Associate General Partner of
each of Partners II, Partners II-A, Offshore Partners II, Millennium,
Millennium-A and EAB. MB II INC is also the Managing Member of MB II LLC.
The undersigned disclaim beneficial ownership of these securities except
with respect to MB II INC's and MB II LLC's partnership interests in these
entities.
(14) These securities are beneficially owned indirectly by DLJ Diversified
Partners, Inc. ("Diversified Partners") as Managing General Partner of
each of Diversified and Diversified-A. In addition, these securities are
beneficially owned indirectly DLJ Diversified Associates, L.P.
("Diversified Associates") as Associate General Partner of each of
Diversified and Diversified-A. Diversified Partners is also the General
Partner of Diversified Associates. The undersigned disclaim beneficial
ownership of these securities except with respect to Diversified Partners'
and Diversified Associates' Partnership interests in these entities.
(15) These securities are beneficially owned indirectly by DLJ LBO Plans
Management Corporation ("DLJ LBO") as Managing General Partner of EAB, ESC
and ESC II.
(16) These securities are beneficially owned indirectly by DLJCI as sole
stockholder of each of DLJ LBO, DLJ Offshore Management, N.V., MB II INC,
Diversified Partners, DLJ Investment Partners, Inc. ("Investment Inc."),
DLJ Investment Funding, Inc. ("DLJIF") and Funding II.
(17) These securities are beneficially owned indirectly by UK Investment Plan
1997, Inc. ("Plan 1997") as General Partner of 1997 Partners. The
undersigned disclaim beneficial ownership of these securities except with
respect to Plan 1997's partnership interest in this entity.
(18) These securities are beneficially owned directly by DLJIF.
(19) These securities are beneficially owned directly by DLJ Investment
Partners, L.P. ("Investment L.P.") which is a limited partnership.
(20) These securities are beneficially owned indirectly by Investment Inc. as
Managing General Partner of Investment L.P. In addition, these securities
are beneficially owned indirectly by DLJ Investment Associates, L.P.
("Investment Associates") as General Partner of Investment L.P.
Investment Inc. is also the General Partner of Investment Associates. The
undersigned disclaims beneficial ownership of these securities except with
respect to Investment Inc.'s and Investment Associates' partnership
interests in Investment L.P.
(21) These securities are beneficially owned indirectly by DLJ as the sole
stockholder of each of DLJCI and Plan 1997.
(22) As of March 1, 1998, AXA beneficially owns approximately 69% of the common
stock of The Equitable Companies Incorporated ("EQ") ("EQ Common Stock").
The Mutuelles AXA indirectly, through Finaxa, and directly own shares of
AXA and, acting as a group, the Mutuelles AXA indirectly control AXA. As
of August 26, 1998, AXA and AXA Holdings (Belgium), an affiliate of AXA,
directly own in the aggregate approximately 1.5% of the common stock of
DLJ. As of August 26, 1998, the Mutuelles AXA, Finaxa and AXA expressly
declare that the filing of this Form shall not be construed for the
purposes of Section 16 of the Securities Exchange Act of 1934, as amended,
as an admission of beneficial ownership of securities reported on this
Form.
AXA has deposited its shares of EQ Common Stock into a voting trust.
While AXA remains the beneficial owner of such EQ Common Stock, during the
term of the voting trust, the Trustees (each of whom is a member of either
the Executive Board or the Supervisory Board of AXA) will exercise all
voting rights with respect to such EQ Common Stock. Accordingly, the
Trustees may be deemed to beneficially own the securities reported on this
Form. The Trustees expressly declare that the filing of this Form shall
not be construed for the purposes of Section 16 of the Securities Exchange
Act of 1934, as amended, as an admission of beneficial ownership of
securities reported on this Form.
(23) These securities are beneficially owned by The Equitable Life Assurance
Company of the United States, a wholly owned subsidiary of EQ.
Each of the remaining reporting persons disclaims beneficial ownership of
securities beneficially owned by and any other entity except with respect
to its proportionate interest in or ownership of such entity as indicated
in Item 3 of Table I and/or Item 5 of Table II and the footnotes thereto.
