UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Insilco Corporation
(Name of Issuer)
Common Stock (Par Value $.001 Per Share)
(Title of Class of Securities)
457659704
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
(212) 902-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 1997
(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 schedule because of Rule
13d-1(b)(3) or (4), check the following box: / /. <PAGE>
CUSIP NO. 457659704
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Water Street Corporate Recovery Fund I, L.P.
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
OO; WC
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
/ /
6. Citizenship or place of Organization
Delaware
Number of 7 Sole Voting Power
Shares -0-
Beneficially 8 Shared Voting Power
Owned By 1,847,878
Each 9 Sole Dispositive Power
Reporting -0-
Person 10 Shared Dispositive Power
With
1,847,878
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,847,878
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
/ /
13. Percent of Class Represented by Amount in Row (11)
47.2%
14. Type of Reporting Person
PN
PAGE 2 of 9 PAGES<PAGE>
CUSIP NO. 457659704
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Goldman Sachs Group, L.P.
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
/ /
6. Citizenship or place of Organization
Delaware
Number of 7 Sole Voting Power
Shares 334
Beneficially 8 Shared Voting Power
Owned By 1,847,878
Each 9 Sole Dispositive Power
Reporting 334
Person 10 Shared Dispositive Power
With
1,847,878
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,848,212
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
/ /
13. Percent of Class Represented by Amount in Row (11)
47.2%
14. Type of Reporting Person
HC; PN
PAGE 3 of 9 PAGES<PAGE>
CUSIP NO. 457659704
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Goldman, Sachs & Co.
2. Check the Appropriate Box if a Member of a Group
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
/X/
6. Citizenship or place of Organization
Delaware
Number of 7 Sole Voting Power
Shares -0-
Beneficially 8 Shared Voting Power
Owned By 1,847,878
Each 9 Sole Dispositive Power
Reporting -0-
Person 10 Shared Dispositive Power
With
1,847,878
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,847,878
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
/ /
13. Percent of Class Represented by Amount in Row (11)
47.2%
14. Type of Reporting Person
BD; PN; IA
PAGE 4 of 9 PAGES<PAGE>
AMENDMENT NO. 7 TO
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
INSILCO CORPORATION
Water Street Corporate Recovery Fund I, L.P.
("Water Street"), Goldman, Sachs & Co. ("Goldman Sachs") and
The Goldman Sachs Group, L.P. ("GS Group" and, collectively
with Water Street and Goldman Sachs, the "Reporting Per-
sons")* hereby file this Amendment No. 7 (this "Amendment No.
7") to the statement on Schedule 13D filed with respect to
the Common Stock, par value $.001 per share (the "Common
Stock"), of Insilco Corporation, a Delaware corporation (the
"Company"), as most recently amended by Amendment No. 6
thereto dated July 23, 1997 (as amended, the "Schedule 13D").
Unless otherwise indicated, all capitalized terms not other-
wise defined herein shall have the same meanings as those set
forth in the Schedule 13D.
This Amendment No. 7 is being filed to report a
decrease in the number of, and increase in the percentage of,
the outstanding shares of Common Stock beneficially owned by
the Reporting Persons, which change resulted from the consum-
mation of the Company's Offer and the tender and sale of
1,213,422 shares of Common Stock by Water Street to the Com-
pany in connection therewith.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended as follows:
On August 11, 1997, the Company, by letter to Water
Street, agreed to waive the provision in the Water Street
Purchase Agreement that limited the number of shares of Com-
mon Stock that Water Street could tender in the Offer to
allow for the tender of additional shares by Water Street in
excess of 960,577 shares (the "Waiver"). Accordingly, as a
result of the Water Street Purchase Agreement, as amended by
the Waiver, Water Street had the right to tender into the
Offer (i) 960,577 shares of Common Stock plus (ii) 2,857,142
shares of Common Stock minus that number of shares of Common
Stock tendered and not withdrawn immediately prior to the
expiration of the Offer (without giving effect to the number
of shares of Common Stock tendered by Water Street other than
the 960,577 shares described in clause (i) above).
The foregoing description of the Waiver is subject
to and qualified in its entirety by reference to the Waiver,
a copy of which is included as an exhibit to this Amendment
No. 7 and is incorporated herein by reference.
On August 12, 1997, the Company consummated the
Offer and purchased 2,857,142 shares of Common Stock at a
price of $38.50 per share. As result thereof, the Company's
Rescission right has terminated in respect of the 2,805,194
shares of Common Stock acquired by the Company from Water
Street on July 10, 1997 pursuant to the Water Street Purchase
Agreement (the "Water Street Sale"). In addition, pursuant
to the Water Street Purchase Agreement, immediately prior to
the Company's acceptance for payment of shares tendered in
the Offer, Water Street confirmed that it did not intend, at
such time, to sell, transfer, assign, pledge, distribute or
otherwise dispose of any Common Stock beneficially owned by
it, other than pursuant to the Offer and the Water Street
Sale.
______________________________
* Neither the present filing nor anything contained herein
shall be construed as an admission that Water Street, Goldman
Sachs or GS Group constitute a "person" for any purpose other
than Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or that Water Street, Goldman
Sachs and GS Group constitute a "group" for any purpose.
PAGE 5 OF 9 PAGES<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated as follows:
(a) As of the date hereof, Water Street benefi-
cially owns an aggregate of 1,847,878 shares of Common Stock,
including 64,000 shares of Common Stock issuable upon the
exercise of options (32,000 shares at an exercise price of
$17 per share and 32,000 shares at an exercise price of $30
per share). Such options were issued pursuant to the Com-
pany's nonemployee director stock incentive plan. Based upon
the foregoing, Water Street beneficially owns approximately
47.2% of the Common Stock reported by the Company to be out-
standing as of July 3, 1997 (as disclosed in the Company's
Tender Offer Statement), less (i) the shares of Common Stock
repurchased by the Company pursuant to the Water Street Pur-
chase Agreement, (ii) the number of shares of Common Stock
which, according to the Company's Tender Offer Statement, the
Company repurchased from Robert L. Smialek, Chairman of the
Board and President of the Company (the "Smialek Purchase")
and (iii) the 2,857,142 shares of Common Stock purchased by
the Company in the Offer.
As of the date hereof, GS Group owns an aggregate
of 334 shares of Common Stock and, in addition, each of GS
Group and Goldman Sachs may be deemed to be the beneficial
owner of the 1,847,878 shares of Common Stock, including the
64,000 shares of Common Stock issuable upon the exercise of
options, owned by Water Street, representing in the aggregate
approximately 47.2% of the outstanding Common Stock. Each of
GS Group and Goldman Sachs disclaims beneficial ownership of
the shares of Common Stock held by Water Street to the extent
the partnership interests in Water Street are held by persons
other than GS Group, Goldman Sachs or their affiliates. To
the knowledge of the Reporting Persons, each of the persons
listed on Schedule I owns 167 shares of Common Stock. Each
of the Reporting Persons disclaims beneficial ownership with
respect to such shares.
(b) Each Reporting Person shares the power to vote
or direct the vote and dispose or direct the disposition of
shares of Common Stock beneficially owned by such Reporting
Person as indicated in the second through fourth pages of
this filing. To the knowledge of the Reporting Persons, each
of the persons listed on Schedule I owns 167 shares of Common
Stock. Each of the Reporting Persons disclaims beneficial
ownership with respect to such shares.
(c) Water Street tendered 1,213,422 shares of
Common Stock in connection with the Offer. Pursuant to the
Offer, the Company accepted for purchase from Water Street
such 1,213,422 shares of Common Stock at $38.50 per share,
for an aggregate purchase price to Water Street of
$46,716,747.
As a result of the consummation of the Offer by the
Company, the Company's Rescission right has terminated in
respect of the 2,805,194 shares of Common Stock acquired by
the Company from Water Street on July 10, 1997 pursuant to
the Water Street Purchase Agreement. In connection there-
with, Water Street is paying to the Company, in accordance
with the terms of the Water Street Purchase Agreement, all
interest actually earned on the proceeds of the Water Street
Sale.
(d) No other person is known by Water Street,
Goldman Sachs or GS Group to have the right to receive or the
power to direct the receipt of dividends from, or the pro-
ceeds from the sale of, any shares of Common Stock benefi-
cially owned by Water Street, Goldman Sachs or GS Group, or
by any of the persons listed on Schedule I hereto.
(e) Not applicable.
PAGE 6 OF 9 PAGES<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELA-
TIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended as follows:
As discussed in Item 4, on August 11, 1997, the
Company, by letter to Water Street, agreed to the Waiver.
As discussed in Item 5, as a result of the consum-
mation of the Offer by the Company, the Company's Rescission
right has terminated in respect of the 2,805,194 shares of
Common Stock acquired by the Company from Water Street on
July 10, 1997 pursuant to the Water Street Purchase Agree-
ment. In connection therewith, Water Street is paying to the
Company, in accordance with the terms of the Water Street
Purchase Agreement, all interest actually earned on the pro-
ceeds of the Water Street Sale. In addition, pursuant to the
Water Street Purchase Agreement, immediately prior to the
Company's acceptance for payment of shares tendered in the
Offer, Water Street confirmed that it did not intend, at such
time, to sell, transfer, assign, pledge, distribute or other-
wise dispose of any Common Stock beneficially owned by it,
other than pursuant to the Offer and the Water Street Sale.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented by adding
thereto the following:
(10) Waiver, dated August 11, 1997.
PAGE 7 OF 9 PAGES<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
WATER STREET CORPORATE RECOVERY
FUND I, L.P.
By: Goldman, Sachs & Co.,
its General Partner
By: /s/ Richard A. Friedman
__________________________
Name: Richard A. Friedman
Title: Managing Director
GOLDMAN, SACHS & CO.
By: /s/ Richard A. Friedman
__________________________
Name: Richard A. Friedman
Title: Managing Director
THE GOLDMAN SACHS GROUP, L.P.
By: The Goldman Sachs Corporation,
its general partner
By: /s/ Richard A. Friedman
__________________________
Name: Richard A. Friedman
Title: Executive Vice
President
Dated: August 14, 1997
PAGE 8 OF 9 PAGES<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
(10) Waiver, dated August 11, 1997.
PAGE 9 OF 9 PAGES
Exhibit 10
INSILCO CORPORATION
425 Metro Place N.
Fifth Floor
Dublin, Ohio 43017
August 11, 1997
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
Ladies and Gentlemen:
Reference is hereby made to the Stock Purchase Agree-
ment (the "Stock Purchase Agreement"), dated as of July 10,
1997, by and between Insilco Corporation, a Delaware corpora-
tion ("Insilco"), and Water Street Corporate Recovery Fund I,
L.P., a Delaware limited partnership ("Water Street"). Terms
used but not defined herein shall have the respective meanings
ascribed to them in the Stock Purchase Agreement.
At the time that the Stock Purchase Agreement was
entered into, it was contemplated that at least 2,857,142
Shares (including 960,577 Shares to be tendered by Water
Street) would be tendered in the Offer. However, as of the
date hereof, only 2,610,058 Shares have been tendered in the
Offer. Accordingly, Insilco agrees that, notwithstanding any-
thing else to the contrary in the Stock Purchase Agreement,
Water Street may tender into the Offer (i) 960,577 Shares
(which have been tendered in the Offer as of the date hereof)
plus (ii) 2,857,142 Shares minus that number of Shares that are
tendered and not withdrawn immediately prior to the expiration
of the Offer without giving effect to the number of Shares
Water Street tenders pursuant to this clause (ii).
INSILCO CORPORATION
By: /s/ KENNETH H. KOCH
____________________
Name:
Title:
