SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
Amendment No. 4
(Dated August 12, 1997)
to
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
- -----------------------------------------------------------------
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. 4 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tendered and not withdrawn), for a purchase price of $38.50 per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)(6) to the Statement. Unless otherwise defined
herein, all capitalized terms shall have the respective meanings
ascribed to them in the Statement.
The Purpose of this Amendment No. 4 is to report that
the Company has waived a provision of its purchase agreement
with Water Street Corporate Recovery Fund I, L.P., to allow for
the tender of additional shares by Water Street. A copy of the
press release announcing this event is filed herewith as Exhibit
(g)(7), the complete text of which is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended as follows:
(g)(7) -- 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
------------------------------
Name: Kenneth H. Koch
Title: Vice President and
General Counsel
Dated: August 12, 1997
EXHIBIT INDEX
EXHIBIT DESCRIPTION
(g)(7) --Press Release, dated August 12, 1997
EXHIBIT(g)(7)
TO: BUSINESS EDITOR
Insilco Corporation Announces Current Tender Results;
Allows Shareholder To Tender Additional Shares
COLUMBUS, Ohio, Aug. 12/PRNewswire/ -- Insilco Corporation
(Nasdaq: INSL) today reported that, as of 5:00 p.m., New York
City time on August 11, 1997, it had received a total of
approximately 2,610,000 shares for tender, under its previously
announced offer to purchase up to 2,857,142 shares of its common
stock at $38.50 net per share. The Offer, which commenced on
July 11, 1997, will expire on August 12, 1997 at 5:00 p.m., New
York City time.
The Company said that because the Offer was undersubscribed,
it was waiving a provision of its purchase agreement with Water
Street Corporate Recovery Fund I, L.P. to allow for the tender of
additional shares by Water Street. As reported in the Offer, on
July 10, 1997, the Company entered into a share purchase
agreement with Water Street, in which the Company purchased
2,805,194 shares of common stock from Water Street and Water
Street agreed to tender no more than 960,577 shares in the Offer.
By today's waiver, the Company has agreed to allow Water Street
to tender additional shares. The waiver, however, limits any
additional tender by Water Street to not more than that number of
shares that causes the Offer to be fully subscribed at 2,857,142
shares. Shareholders who wish to tender additional shares must
do so prior to 5:00 p.m., New York City time, Tuesday, August 12,
1997.
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, OH 43017 or call Melodye Demastus,
Melrose Consulting, 614-771-0860.
