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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 17, 1998
Date of Report
INSILCO CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 0-22098 06-0635844
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File no.) Identification No.)
425 Metro Place North
Fifth Floor
Dublin, Ohio 43017
(Address of principal executive (Zip Code)
offices)
(614) 792-0468
Registrant's telephone number, including area code
__________________________________________________________________________
(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant
Insilco Corporation ("Insilco"), Insilco Holding Co. ("Holdings") and
DLJ Merchant Banking Partners II, L.P. ("DLJMB") announced the closing of
(i) the merger (the "Reorganization Merger") of Insilco ReorgSub Company, a
wholly owned subsidiary of Holdings with and into Insilco, with Insilco
continuing as the surviving corporation and as the wholly owned subsidiary
of Holdings and (ii) promptly after the Reorganization Merger, the merger
of Silkworm Acquisition Corporation, an affiliate of DLJMB and affiliated
funds and entities (the "DLJMB Funds"), with and into Holdings (the
"Merger" and together with the Reorganization Merger, the "Mergers").
As a result of the Mergers, (i) the holders of common stock of Insilco
prior to the Mergers now own approximately 10% of the common stock of
Holdings and (ii) the DLJMB Funds acquired approximately 69.0%, and 399
Venture Partners, Inc. ("CVC") acquired approximately 19.3%, of the
outstanding common stock of Holdings. The Mergers were approved by a
majority of Insilco's stockholders at a special meeting held on August 13,
1998.
Item 5. Other Events
DLJMB's and Insilco's press release issued August 17, 1998, is
attached as an exhibit and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
Exhibit No. Description
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99.1 Press release issued August 17, 1998
SIGNATURE
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
By: /s/ Kenneth H. Koch
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Name: Kenneth H. Koch
Title: Vice President and Secretary
August 18, 1998
EXHIBIT 99.1
Excellence in Electronics, Telecommunications, Automotive, Publishing
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News Release
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For Immediate Release Contact: David A. Kauer
Vice President and Chief
Financial Officer
(614) 792-0468
DLJMB FUNDS COMPLETE ACQUISITION OF INSILCO
August 17, 1998 - DLJ Merchant Banking Partners II, L.P. and affiliated
funds and entities announced the completion of their previously announced
acquisition of Insilco Corporation (NASDAQ:INSL).
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 services the school yearbook market. The
Company's 1997 revenues exceeded $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.
