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: August 12, 1998
INSILCO CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 0-22098 06-0635844
-------- ------- ----------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation or Identification Number)
organization)
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)
ITEM 5. OTHER EVENTS.
Insilco's press release issued August 12, 1998 is attached as an exhibit and
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
99 (a) Press release issued August 12, 1998.
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: August 12, 1998 By: /s/ Kenneth H. Koch
----------------------
Kenneth H. Koch
Vice President and General Counsel
EXHIBIT INDEX
Exhibit No. Description
99 (a) Press release issued August 12, 1998
Excellence in Electronics, Telecommunications, Automotive, Publishing
- ---------------------------------------------------------------------------
NEWS RELEASE
- ---------------------------------------------------------------------------
FOR IMMEDIATE RELEASE CONTACT: STEPHEN J. SMITH
TREASURER
(614) 792-0468
INSILCO CORPORATION AND DLJ AFFILIATES
COMPLETE FINANCING FOR RECAPITALIZATION
Columbus, Ohio, August 12, 1998 -- Insilco Corporation (NASDAQ:INSL)
today announced that affiliates of Donaldson, Lufkin & Jenrette, Inc.
(NYSE:DLJ) have completed the financing arrangements for the previously
announced transaction in which Insilco will merge with an affiliate of DLJ
Merchant Banking Partner II, L.P. in a leveraged recapitalization. The new
financing includes $70 million of 14% Senior Discount Notes due 2008 and
$35 million of 15% Senior Exchangeable Preferred Stock due 2010. This
financing will replace the $110 million of Discount Notes that was
originally contemplated as consideration for the merger. The securities
were sold in unregistered offerings. In connection with the financing, the
merger agreement between Insilco and the DLJ affiliate was amended to
provide for the issuance of the Preferred Stock. The amendment to the
Merger Agreement will be filed with the Securities and Exchange Commission
in a post-effective amendment to the Company's proxy statement.
Company officials said the special stockholders meeting to approve the
proposed recapitalization and merger plan is scheduled for Thursday, August
13, 1998. If the transaction is approved by Insilco shareholders, the
closing is expected to occur on Monday, August 17, 1998. As previously
reported, Insilco shareholders will receive total consideration of $43.48
in cash and 0.03378 shares of the retained stock in Insilco Holding Co.,
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. The Company
had 1997 revenues in excess of $500 million.
Investor Relations Contact: David A. Kauer or Stephen Smith (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.
