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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
November 13, 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 1 of 7 pages
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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)
44.6%
14. Type of Reporting Person
PN
PAGE 2 OF 7 PAGES
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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 Beneflcially 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)
44.6%
14. Type of Reporting Person
HC; PN
PAGE 3 OF 7 PAGES
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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)
44.6%
14. Type of Reporting Person
BD; PN; IA
PAGE 4 OF 7 PAGES
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AMENDMENT NO. 8 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 Persons")*
hereby file this Amendment No. 8 (this "Amendment No. 8") 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. 7 thereto dated August 14,
1997 (as amended, the "Schedule 13D"). Unless otherwise indicated, all
capitalized terms not otherwise defined herein shall have the same meanings as
those set forth in Schedule 13D.
This Amendment No. 8 is being filed to report a decrease in the
percentage of the outstanding shares of Common Stock beneficially owned by the
Reporting Persons, which change resulted solely from an increase in the number
of shares of Common Stock outstanding.
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* 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 7 PAGES
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Item 4 is hereby amended as follows:
ITEM 4. PURPOSE OF TRANSACTION.
As of the date hereof, Water Street has no current plans or proposals
which relate or would result in any of the events described in Items (a) through
(j) of the instructions to Item 4 of Schedule 13D. Each of the Reporting
Persons, however, expects to evaluate on an ongoing basis the Company's
financial condition, business, operations and prospects and their interest in,
and intentions with respect to, the Company. Accordingly, each of the Reporting
Persons reserves the right to change its plans and intentions at any time, as it
deems appropriate, to acquire further shares of Common Stock or other securities
of the Company, to sell or otherwise dispose of all or any part of the Common
Stock beneficially owned by them, or to take any other action with respect to
the Company or any of its debt or equity securities in any manner permitted by
law. To the knowledge of the Reporting Persons, each of the persons listed on
Schedule I hereto may make the same evaluation and may make the same
reservation.
Item 5 is hereby amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Water Street beneficially 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 Company's nonemployee director stock
incentive plan. Based upon the foregoing, Water Street beneficially owns
approximately 44.6% of the Common Stock reported by the Company to be
outstanding as of November 10, 1997 (as disclosed in the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 1997).
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 44.6% 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.
(c) No transactions in the Common Stock were effected by Filing
Persons, or, to the knowledge of any of the Filing Persons, any of the persons
listed on Schedule I hereto, during the sixty-day period from September 14, 1997
through November 18, 1997.
PAGE 6 OF 7 PAGES
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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
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Name: Richard A. Friedman
Title: Managing Director
GOLDMAN, SACHS & CO.
By: /s/ Richard A. Friedman
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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
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Name: Richard A. Friedman
Title: Executive Vice
President
Dated: November 21, 1997
PAGE 7 OF 7 PAGES
