<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
-----------------------
DATE OF REPORT: JULY 10, 1996
-----------------------
INSILCO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-----------------------
Delaware 0-22098 06-0635844
- ---------------- --------------------- -----------------------
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
-----------------------
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
(614) 792-0468
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
----------------------------------------------------
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 10, 1996, Insilco Corporation (the "Company") announced that it acquired
the automotive aluminum tube business (the "Lingemann Aluminum Tube Business")
of Helmut Lingemann GmbH & Co. ("Lingemann") of Dortmund, Germany. The Company
acquired the stock of Lingemann's German subsidiary, ARUP Alu-Rohr und Profil
GmbH ("ARUP"), and technology rights from Lingemann pursuant to the terms of a
Share Purchase Agreement, dated June 28, 1996. The Company also acquired certain
assets of Lingemann's United States subsidiary, Helima-Helvetion International,
Inc., based in Duncan, South Carolina, consisting of the automotive aluminum
tube business assets, pursuant to an Asset Purchase Agreement, dated July 1,
1996. The aggregate purchase price under both agreements is approximately US $31
million, plus transaction fees and expenses. A portion of the purchase price was
placed in escrow to cover post-closing adjustments and possible claims as
specified in the agreements.
The aggregate purchase price was arrived at by arm's-length negotiations between
the Company and Lingemann. There was no material relationship between Lingemann
and the Company or any of the Company's affiliates, directors or officers, or
any associate of any director or officer of the Company. The Company financed
payment of the purchase price with cash on hand and borrowings available to it
pursuant to the terms of its Credit Agreement, dated as of October 21, 1994, as
amended, among the Company and Citicorp USA, Inc., as Administrative Agent for
the Lenders named therein.
The Company's press release issued July 10, 1996 regarding these transactions is
attached as an exhibit to this report and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
<TABLE>
<S> <C>
(a) Financial Statements of Business Acquired.
Unaudited Statement of Combined Revenues and Direct Operating
Expenses for the Ten Months Ended June 30, 1996.....................................Page F-1
Unaudited Statement of Assets Acquired and Liabilities Assumed
as of July 10, 1996.................................................................Page F-2
</TABLE>
Full historical financial statements have not been presented because
the historical financial statements of Lingemann are not
representative of the business acquired by the Company. The Lingemann
Aluminum Tube Business did not effectively begin its current
operations until September 1, 1995 due to a restructuring of business
activities at Lingemann which commenced in August of 1995. In
addition, the Lingemann Aluminum Tube Business purchased by the
Company represented a component of certain subsidiaries of Lingemann
and Lingemann's historical financial records were not maintained at
this level. As such, it is not practicable to present audited
financial statements of the Lingemann Aluminum Tube Business for the
year ended December 31, 1995 on a stand alone basis. The accompanying
statement of assets acquired and liabilities assumed as of July 10,
1996 and
-2-
<PAGE> 3
the statement of combined revenues and direct operating expenses for
the ten months ended June 30, 1996 are presented in lieu there of.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated statements
are filed with this report:
<TABLE>
<S> <C>
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
June 30, 1996.......................................................................Page F-4
Unaudited Pro Forma Condensed Consolidated Statements of Operations
Six Months Ended June 30, 1996................................................Page F-5
Four Months Ended December 31, 1995...........................................Page F-6
</TABLE>
The following unaudited pro forma condensed consolidated balance
sheet as of June 30, 1996, presents the estimated impact of the
purchase of the Lingemann Aluminum Tube Business as discussed in Item
2 on the Company's consolidated financial position assuming such
purchase had occurred at June 30, 1996. The following unaudited pro
forma condensed consolidated statements of operations for the six
months ended June 30, 1996 and the four months ended December 31,
1995 present the impact of the purchase of the Lingemann Aluminum
Tube Business on the Company's historical consolidated statements of
operations as if such purchase had occurred at the beginning of the
applicable period. The nonrecurring transactions related directly to
the purchase are excluded from the pro forma statements of
operations.
The unaudited pro forma condensed consolidated financial statements
have been prepared by the Company based upon assumptions deemed
proper. The unaudited pro forma condensed consolidated financial
statements presented herein are shown for illustrative purposes only
and are not necessarily indicative of the future financial position
or future results of operations of the Company, or of the financial
position or results of operations of the Company that would have
actually occurred had the transaction been in effect as of the date
or for the periods presented. In addition, it should be noted that
the Company's financial statements will reflect the acquisition only
from July 10, 1996, the Closing Date.
The unaudited pro forma condensed consolidated financial statements
should be read in conjunction with the historical financial
statements and related notes of the Company.
(c) Exhibits.
Exhibit No.
Description
2(g) Share Purchase Agreement, dated as of June 28,
1996, between the Company's subsidiary, GUVAB
Gesellschaft fuer Unternehmensbeteiligungen und
Vermoegensverwaltung im aluminiumverarbeitenden
Bereich mbH ("GUVAB"), and Lingemann.
-3-
<PAGE> 4
2(h) Asset Purchase Agreement, dated as of July 1,
1996, among the Company's subsidiary, HHI
Acquisition Corp., Lingemann, and Helima-
Helvetion International, Inc.
4(g) Fourth Amendment to Credit Agreement, dated as of
June 21, 1996, among the Company, the
institutions from time to time parties thereto as
Lenders, the institutions from time to time
parties thereto as Issuing Banks, Citicorp USA,
Inc. and Pearl Street L.P., as Co-Agents, and
Citicorp USA, Inc., as Administrative Agent.
20 Press release of the Company issued July 10, 1996.
-4-
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INSILCO CORPORATION
Date: September 20, 1996 By: /s/ James D. Miller
------------------------------------------
James D. Miller, Executive Vice President
and Chief Financial Officer
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<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
Exhibit No. Description Page
2(g)* Share Purchase Agreement, dated as of June 28,
1996, between GUVAB and Lingemann.
2(h)* Asset Purchase Agreement, dated as of July 1,
1996, among HHI Acquisition Corp., Lingemann,
and Helima-Helvetion International, Inc.
4(g)* Fourth Amendment to Credit Agreement, dated as
of June 21, 1996, among the Company, the
institutions from time to time parties thereto as
Lenders, the institutions from time to time parties
thereto as Issuing Banks, Citicorp USA, Inc. and
Pearl Street L.P., as Co-Agents, and Citicorp
USA, Inc., as Administrative Agent.
20* Press release of the Company issued July 10,
1996.
<FN>
* Previously filed and incorporated by reference.
</TABLE>
-6-
<PAGE> 7
INSILCO CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
<TABLE>
LINGEMANN AUTOMOTIVE TUBE BUSINESS
<S> <C>
Unaudited Statement of Combined Revenues and Direct Operating
Expenses for the Ten Months Ended June 30, 1996 F-2
Notes to Unaudited Statement of Combined Revenues and Direct
Operating Expenses of Lingemann Aluminum Tube Business F-3
Unaudited Statement of Assets Acquired and Liabilities Assumed
as of July 10, 1996 F-5
Notes to Statement of Assets Acquired and Liabilities Assumed F-6
INSILCO CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of June 30, 1996 F-8
Unaudited Pro Forma Condensed Consolidated Statements of Income
- Six Months Ended June 30, 1996 F-9
- Four Months Ended December 31, 1995 F-10
Notes to Unaudited Pro Forma Consolidated Financial Statements F-11
</TABLE>
F-1
<PAGE> 8
LINGEMANN ALUMINUM TUBE BUSINESS
Unaudited Statement of Combined Revenues and Direct Operating Expenses
For the Ten Months Ended June 30, 1996
(In thousands)
<TABLE>
<S> <C>
Revenues $ 23,403
Direct operating expenses:
Cost of products sold 22,229
Selling, general and administrative expenses 3,598
--------
Total direct operating expenses 25,827
--------
Excess of direct operating expenses
over revenues $ (2,424)
======
</TABLE>
See Notes to Unaudited Statement of Combined Revenues and Direct
Operating Expenses.
F-2
<PAGE> 9
LINGEMANN ALUMINUM TUBE BUSINESS
Notes to Unaudited Statement of Combined Revenues and Direct Operating Expenses
1. Business
--------
On July 10, 1996, Insilco Corporation (the "Company") acquired the
automotive aluminum tube business (the "Lingemann Aluminum Tube
Business") of Helmut Lingemann GmbH & Co. ("Lingemann") of
Dortmund, Germany. The Company acquired the stock of Lingemann's
German subsidiary, ARUP Alu-Rohr und Profil GmbH and technology
rights from Lingemann pursuant to the terms of the Share Purchase
Agreement. The Company also acquired certain assets of Lingemann's
United States subsidiary, Helima-Helvetion International, Inc.
based in Duncan, South Carolina, consisting of the aluminum tube
business assets.
2. Basis of Presentation
---------------------
The accompanying statement of revenues and direct operating
expenses, which was derived from the historical records of
Lingemann, represents the results of the Lingemann Aluminum Tube
Business. Direct operating expenses include materials, payroll,
equipment leases, depreciation and other direct operating
expenses.
Full historical financial statements have not been presented
because the historical financial statements of Lingemann are not
representative of the business acquired by the Company. The
Lingemann Aluminum Tube Business did not effectively begin its
current operations until September 1, 1995 due to a restructuring
of business activities at Lingemann which commenced in August of
1995. In addition, the Lingemann Aluminum Tube Business purchased
by the Company represented a component of certain subsidiaries of
Lingemann and Lingemann's historical financial records were not
maintained at this level. As such, it is not practicable to
present audited financial statements of the Lingemann Aluminum
Tube Business for the year ended December 31, 1995 on a stand
alone basis. The accompanying statement of assets acquired and
liabilities assumed as of July 10, 1996 and the statement of
combined revenues and direct operating expenses for the ten months
ended June 30, 1996 are presented in lieu there of.
The information presented in the statement of revenues and direct
operating expenses is unaudited, but in the opinion of Management
includes all adjustments necessary for a fair presentation of the
results of operations.
F-3
<PAGE> 10
LINGEMANN ALUMINUM TUBE BUSINESS
Notes to Unaudited Statement of Combined Revenues and Direct Operating Expenses
3. Excluded Business Activities
----------------------------
The unaudited statement of revenues and direct operating expenses
includes revenues and expenses of the Lingemann Aluminum Tubing
Business and excludes those revenues and expenditures of the
business activities not acquired. The excluded business activities
for the ten months ended June 30, 1996 are summarized as follows:
<TABLE>
<S> <C>
Revenues $ 4,971
Operating Expenses:
Cost of products sold 5,284
Selling, general and administrative expenses 1,062
-------
Excess of operating expenses over revenues $(1,375)
</TABLE>
In addition, the statement of combined revenues and direct
operating expenses excludes the historical interest and other
income and expenses of the Lingemann businesses from which the
Lingemann Aluminum Tubing Business was acquired because such
expenses are not representative of the business acquired. A
summary of these expenses for the ten months ended June 30, 1996
is as follows:
<TABLE>
<S> <C>
Interest expense $ (1,849)
Other income 442
---------
$ (1,407)
=========
</TABLE>
F-4
<PAGE> 11
LINGEMANN ALUMINUM TUBE BUSINESS
Unaudited Statement of Assets Acquired and Liabilities Assumed
As of July 10, 1996
(In thousands)
Assets Acquired
---------------
<TABLE>
<S> <C>
Current assets:
Cash and cash equivalents $ 911
Trade receivables, net 4,912
Other receivables 254
Inventories, net 3,877
Prepaid expenses and other current assets 159
-------
Total current assets 10,113
Property, plant and equipment, net 17,336
-------
Total assets acquired 27,449
-------
Liabilities Assumed
--------------------
Current liabilities:
Accounts payable 3,376
Accrued expenses and other 2,110
-------
Total current liabilities 5,486
Other long-term obligations, excluding current portion 1,254
-------
Total liabilities assumed 6,740
-------
Excess of assets acquired over liabilities assumed $20,709
=======
</TABLE>
See Notes to Unaudited Statement of Assets Acquired and Liabilities Assumed.
F-5
<PAGE> 12
LINGEMANN ALUMINUM TUBE BUSINESS
Notes to Unaudited Statement of Assets Acquired and Liabilities Assumed
1. Basis of Presentation
---------------------
The unaudited statement of assets acquired and liabilities assumed is
presented on the basis of a preliminary allocation of the acquired cost of
the Company in accordance with Accounting Principle Board Opinion Number
16. The cost was allocated to the assets based upon their fair values
determined as follows:
a. Receivables
------------
Receivables are presented at present values of amounts to be
received determined at appropriate current interest rates, less
allowances for uncollectibility and collection costs, if
necessary.
b. Inventories
-----------
1) Finished goods and merchandises are presented at estimated
selling prices less the sum of (i) costs of disposal and
(ii) a reasonable profit allowance for the selling effort
of the Company.
2) Work in process is presented at estimated selling prices of
finished goods less the sum of (i) costs to complete, (ii)
costs of disposal, and (iii) a reasonable profit allowance
for the completing and selling effort of the Company based
on profit for similar finished goods.
3) Raw materials are presented at current replacement costs.
c. Plant and Equipment
-------------------
1) Plant and Equipment to be used are presented at the current
replacement cost for similar capacity unless the expected
future use of the assets indicates a lower value to the
Company.
2) Plant and Equipment to be sold are presented at fair value
less cost to sell.
d. Accounts Payable
----------------
Accounts payable and other claims payable are presented at
present values of amounts to be paid determined at appropriate
current interest rates.
F-6
<PAGE> 13
LINGEMANN ALUMINUM TUBE BUSINESS
Notes to Unaudited Statement of Assets Acquired and Liabilities Assumed
e. Liabilities and Accruals
------------------------
Liabilities and accruals are presented at present values of
amounts to be paid determined at appropriate current interest
rates.
f. Intangibles
-----------
The excess of the cost of the Lingemann Aluminum Tubing Business
over the sum of the amounts assigned to identifiable assets
acquired less liabilities assumed will be recorded as goodwill
in the Company's consolidated financial statements as shown in
the unaudited pro forma condensed consolidated balance sheet
(see page F-8).
The information presented in the statement of assets acquired and
liabilities assumed is unaudited, but in the opinion of Management includes
all adjustments necessary for a fair presentation.
F-7
<PAGE> 14
INSILCO CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 1996
(In thousands)
<TABLE>
<CAPTION>
Pro Forma
Adjustments
for Lingemann
Historical Acquisition Pro Forma
---------- ------------- ---------
(1)
Assets
------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 10,908 911 11,819
Trade receivables, net 86,511 4,912 91,423
Other receivables 6,998 254 7,252
Inventories, net 77,710 3,877 81,587
Deferred tax asset 8,581 - 8,581
Prepaid expenses and other current assets 8,576 159 8,735
--------- -------- --------
Total current assets 199,284 10,113 209,397
Property, plant and equipment, net 93,516 17,336 110,852
Deferred tax asset 21,140 - 21,140
Excess of costs over assets acquired, net 2,696 12,959 15,655
Other assets 29,008 - 29,008
--------- -------- --------
Total assets $ 345,644 40,408 386,052
========= ======== ========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Current portion of long-term debt $ 21,656 - 21,656
Current portion of other long-term obligations 7,160 - 7,160
Accounts payable 36,495 3,376 39,871
Accrued expenses and other 62,817 2,110 64,927
--------- -------- --------
Total current liabilities 128,128 5,486 133,614
Long-term debt, excluding current portion 171,725 33,668 205,393
Other long-term obligations, excluding current portion 43,500 1,254 44,754
Stockholders' equity 2,291 - 2,291
--------- -------- --------
Total liabilities and stockholders' equity $ 345,644 40,408 386,052
========= ======== ========
</TABLE>
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
F-8
<PAGE> 15
INSILCO CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Income
Six Months Ended June 30, 1996
(In thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma Adjustments for
Lingemann Acquisition
---------------------
Historical Operations Interest Pro Forma
---------- ---------- -------- ---------
(2) (3)
<S> <C> <C> <C> <C>
Sales $ 300,497 14,735 - 315,232
Cost of products sold 202,752 12,704 - 215,456
Depreciation 8,058 1,415 - 9,473
Selling, general and administrative expenses 56,773 2,193 - 58,966
Amortization of intangibles 29 162 - 191
---------- ---------- -------- ---------
Operating income (loss) 32,885 (1,739) - 31,146
---------- ---------- -------- ---------
Other income (expense):
Interest expense (9,400) - (1,163) (10,563)
Interest income 460 - - 460
Other income, net 3,104 - - 3,104
---------- ---------- -------- ---------
(5,836) - (1,163) (6,999)
---------- ---------- -------- ---------
Income (loss) before income taxes 27,049 (1,739) (1,163) 24,147
Income tax expense (9,098) 913 448 (7,737)
---------- ---------- -------- ---------
Net income (loss) $ 17,951 (826) (715) 16,410
========== ========== ======== ==========
Net income per common share and common
share equivalents $ 1.81 1.66
========== =========
Weighted average number of common shares
outstanding and common share equivalents 9,908,973 9,908,973
========== =========
</TABLE>
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
F-9
<PAGE> 16
INSILCO CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Income
Four Months Ended December 31, 1995
(In thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma Adjustments for
Lingemann Acquisition
---------------------------
Historical Operations Interest Pro Forma
---------- ---------- ------- ---------
(2) (3)
<S> <C> <C> <C> <C>
Sales $ 183,326 8,668 - 191,994
Cost of products sold 131,125 7,639 - 138,764
Depreciation 4,317 583 - 4,900
Selling, general and administrative expenses 29,440 1,293 - 30,733
Amortization of intangibles 10,724 108 - 10,832
---------- ---------- ------- ----------
Operating income (loss) 7,720 (955) - 6,765
---------- ---------- ------- ----------
Other income (expense):
Interest expense (6,529) - (798) (7,327)
Interest income 168 - - 168
Other income, net 3,036 - - 3,036
---------- ---------- ------- ----------
(3,325) - (798) (4,123)
---------- ---------- ------- ----------
Income (loss) before income taxes 4,395 (955) (798) 2,642
Income tax expense (benefit) (4,555) 490 307 (3,758)
---------- ---------- ------- ----------
Net loss $ (160) (465) (491) (1,116)
========== ========== ======= ==========
Net loss per common share and common
share equivalent $ (0.02) (0.11)
========== ==========
Weighted average number of common shares
outstanding and common share equivalents 10,147,387 10,147,387
========== ==========
</TABLE>
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
F-10
<PAGE> 17
INSILCO CORPORATION AND SUBSIDIARIES
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
The notes to the unaudited pro forma condensed consolidated statements of
operations and balance sheet follow:
1. To record the Lingemann Aluminum Tubing Business acquisition funded by
borrowings under the Company's bank credit facility as of June 30,
1996.
2. To record the effect on sales and costs and expenses including
amortization of acquisition goodwill assuming the Lingemann Aluminum
Tubing Business was purchased at the beginning of the period presented.
3. To record the additional interest expense and related income tax
expense, as applicable, attributable to the increase in debt to finance
the acquisition assuming the transaction occurred at the beginning of
the period. The interest rates for the outstanding debt are based upon
the weighted average rates during the applicable periods and the income
tax expense (benefit) attributable to the pro forma transactions is
provided at the statutory tax rate.
F-11
