SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
Amendment No. 5
(Final Amendment, dated August 15, 1997)
to
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of
1934)
INSILCO CORPORATION
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(Name of Issuer)
INSILCO CORPORATION
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(Name of Person(s) Filing Statement)
COMMON STOCK, $.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
457659704
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(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
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(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation*: Amount of Filing Fee:
$110,000,000 $22,000
* 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.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed N/A
INTRODUCTION
This Amendment No. 5 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validly tendered and not withdrawn), for a purchase price of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)(7) to the Statement. Unless
otherwise defined herein, all capitalized terms shall have the
respective meanings ascribed to them in the Statement.
This amendment is being filed in connection with the
expiration of the Offer.
The following information is furnished pursuant to Rule
13e-4(c)(3) under the Exchange Act and General Instruction D to
Schedule 13E-4:
1. The Offer expired at 5:00 p.m., New York City
time, on August 12, 1997.
2. Pursuant to the Offer, 2,857,142 Shares were
validly tendered and not withdrawn.
3. Pursuant to Section 5 of the Offer to
Purchase, the Company accepted for payment 2,857,142
Shares at $38.50 per share, net to the seller in cash.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended as follows:
(g)(8) -- Press Release, dated August 12, 1997.
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
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Name: Kenneth H. Koch
Title: Vice President and
General Counsel
Dated: August 15, 1997
EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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(g)(8) -- Press Release, dated August 12, 1997
NEWS RELEASE
FOR IMMEDIATE RELEASE DAVID A. KAUER
VICE PRESIDENT AND
TREASURER
(614) 792-0468
INSILCO CORPORATION COMPLETES TENDER OFFER FOR
ITS COMMON SHARES, CLOSES ON $150 MILLION BOND OFFERING
COLUMBUS, OHIO, AUGUST 12, 1997 - INSILCO CORPORATION (NASDAQ:
INSL) today reported that it had purchased 2,857,142 shares for $110
million, under its previously announced offer to purchase up to
2,857,142 shares of its common stock at $38.50 net per share. The
tender offer commenced on July 11, 1997 and expired on August 12, 1997
at 5:00 P.M., New York City time. The Company further reported that
it accepted for purchase 1,213,422 shares from Water Street Corporate
Recovery Fund I, L.P. under the tender offer. After giving effect to
these share purchases, Water Street owns approximately 47% of the
approximately 3.9 million Insilco common shares outstanding.
The Company also reported that it had completed the issuance of
$150 million of 10.25% senior subordinated notes, due August 15, 2007.
Insilco Chairman and CEO, Robert L. Smialek said, "We are very
pleased to have completed the tender offer and the note offering.
Through these transactions, we were able to return a significant
amount of cash to shareholders. The bond offering was substantially
oversubscribed which demonstrates the confidence our investors have in
the Company's fundamental operating performance and ability to pay
down debt. Our new capital structure provides both a reduced after-
tax cost of capital and the opportunity to enhance future shareholder
values. We are confident that this new structure will allow us to
continue to service our debt while maintaining financial flexibility
to make capital investments aimed at future growth."
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.
