<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: MAY 14, 1998
INSILCO CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 0-22098 06-0635844
- ------------------------------- -------------------- ----------------------
(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) Identification Number)
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
(614) 792-0468
(Address, including zip code, and telephone number
including area code of Registrant's
principal executive offices)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On May 14, 1998, Insilco Corporation (the "Company") announced that a jury has
awarded its Taylor Publishing unit approximately $36 million in damages in
connection with Taylor's suit against Jostens, Inc. in the United States
District Court for the Eastern District of Texas. The verdict also entitles
Taylor to recover approximately $1 million in legal fees. The verdict is subject
to any post trial motions and appeals by Jostens, and Taylor's receipt of the
judgment is contingent on the results of any appeals.
Taylor and Jostens are competitors in the yearbook publishing market. Taylor's
suit alleged that Jostens violated federal antitrust laws, unfairly interfered
with Taylor's sales representatives, improperly encouraged Taylor employees to
divulge confidential Taylor information and otherwise engaged in unfair
competition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
99 (a) Press release of the Company issued May 14, 1998.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INSILCO CORPORATION
-----------------------------
Registrant
Date: May 14, 1998 By: /s/ David A. Kauer
-----------------------------
David A. Kauer
Vice President and Chief
Financial Officer
3
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description
99 (a) Press release of the Company issued May 14, 1998.
<PAGE> 1
Exhibit 99(a)
Excellence in Electronics, Telecommunications, Automotive, Publishing
- --------------------------------------------------------------------------------
NEWS RELEASE
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE CONTACT: DAVID A. KAUER
CHIEF FINANCIAL OFFICER
(614) 792-0468
TEXAS JURY DECIDES ANTI-TRUST LAWSUIT
IN FAVOR OF INSILCO'S TAYLOR PUBLISHING UNIT
COLUMBUS, OHIO, MAY 14, 1998--INSILCO CORPORATION (NASDAQ: INSL) today
reported that a jury has awarded its Taylor Publishing unit approximately $36
million in damages in connection with Taylor's suit against Jostens, Inc. in the
United States District Court for the Eastern District of Texas. The verdict also
entitles Taylor to recover approximately $1 million in legal fees. The verdict
is subject to any post trial motions and appeals by Jostens, and Taylor's
receipt of the judgment is contingent on the results of any appeals.
Taylor and Jostens are competitors in the yearbook publishing market.
Taylor's suit alleged that Jostens violated federal antitrust laws, unfairly
interfered with Taylor's sales representatives, improperly encouraged Taylor
employees to divulge confidential Taylor information and otherwise engaged in
unfair competition.
Robert L. Smialek, Insilco's Chairman and CEO stated, "We are pleased
by the jury's finding. Having made significant investments in state of the art
pre-press technology at Taylor to reduce costs, we look forward to Taylor being
able to compete and conduct business on a level playing field."
Insilco recently announced that it had entered into a definitive merger
agreement with DLJ Merchant Banking Partners II, L.P. in which DLJ agreed to
acquire Insilco for $44.50 per share, consisting of $42.98 in cash and 0.03419
shares of retained stock of the surviving corporation.
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
serves the school yearbook market.
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.
