<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
(DATED AUGUST 8, 1997)
TO
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
INSILCO CORPORATION
(NAME OF ISSUER)
INSILCO CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
457659704
(CUSIP NUMBER OF CLASS OF SECURITIES)
KENNETH H. KOCH
VICE PRESIDENT AND GENERAL COUNSEL
INSILCO CORPORATION
425 METRO PLACE N.
FIFTH FLOOR
DUBLIN, OHIO 43017
(614) 791-3137
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
------------------------
COPIES TO:
AVIVA DIAMANT
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8185
JULY 11, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
<TABLE>
<S> <C>
- ---------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
TRANSACTION VALUATION*: AMOUNT OF FILING FEE:
<S> <C>
- ---------------------------------------------------------------------------------------------
$110,000,000 $22,000
- ---------------------------------------------------------------------------------------------
</TABLE>
* Calculated solely for purposes of determining the filing fee, based upon the
purchase of 2,857,142 shares at the maximum tender offer price per share of
$38.50.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed N/A
</TABLE>
================================================================================
<PAGE> 2
INTRODUCTION
This Amendment No. 3 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") relating to the offer by Insilco
Corporation to purchase up to 2,857,142 shares (or such lesser number of shares
as are validly tendered and not withdrawn), for a purchase price of $38.50 per
share net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated July 11, 1997, and the related
documents filed as Exhibits (a)(1) through (g)(5) to the Statement. Unless
otherwise defined herein, all capitalized terms shall have the respective
meanings ascribed to them in the Statement.
This purpose of this Amendment No. 3 is to report under Item 8(e) the
extension of the Offer. A copy of the press release announcing the extension was
published before 9:00 a.m. Eastern time on August 8, 1997 and is filed herewith
as Exhibit (g)(6).
ITEM 8. ADDITIONAL INFORMATION.
(e) The information set forth in Section 8(e) of the Statement is hereby
amended to read in its entirety as follows:
As set forth in the Press Release, dated August 8, 1997, which is
attached hereto as Exhibit (g)(6), the complete text of which is
incorporated herein by reference, the Company has extended the time and
date of the expiration of the Offer to 5:00 p.m. New York City time, on
Tuesday, August 12, 1997.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended as follows:
(g)(6) -- Press Release, dated August 8, 1997.
2
<PAGE> 3
SIGNATURE
After due 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.
INSILCO CORPORATION
By: /s/ Kenneth H. Koch
------------------------------------
Name: Kenneth H. Koch
Title: Vice President and General
Counsel
Dated: August 8, 1997
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- ----------------------------------------------
<S> <C>
(g)(6) -- Press Release, dated August 8, 1997.
</TABLE>
4
<PAGE> 1
[Insilco Logo]
Insilco Corporation
425 Metro Place N.
Fifth Floor
Box 7196
Dublin, Ohio 43017
(614) 792-0468
(614) 791-3197 (Fax)
EXCELLENCE IN ELECTRONICS, TELECOMMUNICATIONS, AUTOMOTIVE, PUBLISHING
- --------------------------------------------------------------------------------
NEWS RELEASE
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
CONTACT: DAVID KAUER
VICE PRESIDENT AND TREASURER
(614) 792-0468
INSILCO CORPORATION SELLS $150 MILLION SENIOR SUBORDINATED NOTES
EXTENDS TENDER OFFER FOR ITS COMMON SHARES TO AUGUST 12, 1997
COLUMBUS, OHIO, AUGUST 8, 1997 -- INSILCO CORPORATION (NASDAQ:INSL)
announced today that it sold $150,000,000 of 10.25% Senior Subordinated Notes
due 2007 in a private placement. The closing on the sale of the Notes, which is
subject to usual and customary closing conditions, is expected to occur on
August 12, 1997.
The Company also announced that it had extended the expiration date of its
offer to purchase for cash up to 2,857,142 shares of its common stock at $38.50
per share. The Company said the tender offer, which commenced on July 11, 1997,
was extended to 5:00 p.m., New York City time, August 12, 1997, in order to
coincide with the expected closing on the sale of the Notes.
As of 5:30 p.m., New York City time, on Thursday, August 7, 1997,
approximately 2,608,020 shares had been tendered and not withdrawn under the
tender offer.
Insilco Corporation, based in suburban Columbus Ohio, is a diversified
manufacturer of industrial components and a supplier of specialty publications.
The Company's industrial business units serve the automotive, electronics,
telecommunications and other industrial markets, and its publishing business
principally serves the school yearbook market. It had revenues in 1996 of $572
million.
Investor Relations Contact: David A. Kauer, (614) 792-0468 or write to Insilco
Corporation, Investor Relations, 425 Metro Place North, Box 7196, Dublin, Ohio
43017 or call Melodye Demastus, Melrose Consulting (614) 771-0860.
These securities have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
under such Act or an applicable exemption from registration requirements.
5
