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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: MARCH 24, 1998
INSILCO CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 0-22098 06-0635844
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation or organization) IdentificationNumber)
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)
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ITEM 5. OTHER EVENTS.
On March 24, 1998, it was announced that Insilco and an affiliate of DLJ
Merchant Banking Partners II (and affiliated funds) ("DLJMB") have signed a
definitive merger agreement. Under the terms of the agreement, the stockholders
of Insilco will receive total consideration of $44.50 per share, consisting of
$42.98 in cash and 0.03419 shares of retained stock of the surviving
corporation. In aggregate, stockholders will receive approximately $172.6
million in cash and retain 137,328 shares in the surviving entity. The retained
shares will represent approximately 10% of the common stock outstanding
post-recapitalization.
The transaction, which is estimated to have a value of approximately $437
million including existing indebtedness to be assumed and/or refinanced, is
subject to terms and conditions customary in transactions of this type,
including approval by Insilco's shareholders and expiration of applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
and will be treated as a recapitalization for accounting purposes. Affiliates of
Donaldson, Lufkin & Jenrette Securities Corporation, which acted as financial
advisors to DLJMB, have committed to provide all debt financing required for the
transaction.
DLJMB also announced that it entered into a voting agreement in support of the
transaction with respect to 1,783,878 shares, approximately 44% of the voting
stock of Insilco, with Water Street, an affiliate of Goldman Sachs, which is
Insilco's largest shareholder.
Insilco's press release issued March 24, 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 March 24, 1998.
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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
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Registrant
Date: March 25, 1998 By: /s/ Philip K. Woodlief
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Philip K. Woodlief
Vice President and Corporate Controller
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EXHIBIT INDEX
Exhibit No. Description
99 (a) Press release issued March 24, 1998
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Exhibit 99 (a)
Contact:
Leslie G. Thompson
Donaldson, Lufkin & Jenrette
(212) 892-3555
David A. Kauer
Insilco Corporation
(614) 792-0468
For Immediate Release
INSILCO CORPORATION AND DLJ MERCHANT BANKING PARTNERS II
ANNOUNCE DEFINITIVE MERGER AGREEMENT
AGREEMENT PROVIDES FOR A RECAPITALIZATION OF INSILCO
New York, NY, March 24, 1998 - Insilco Corporation (NASDAQ: INSL) and Donaldson,
Lufkin & Jenrette, Inc. (NYSE: DLJ), announced today that Insilco and an
affiliate of DLJ Merchant Banking Partners II (and affiliated funds) have signed
a definitive merger agreement. Upon consummation of certain transactions
contemplated by the agreement, approximately 90 percent of the common stock of
Insilco will become owned by DLJ Merchant Banking Partners II and affiliated
funds and entities.
Under the terms of the agreement, the stockholders of Insilco will receive total
consideration of $44.50 per share, consisting of $42.98 in cash and 0.03419
shares of retained stock of the surviving corporation. In aggregate,
stockholders will receive approximately $172.6 million in cash and retain
137,328 shares in the surviving entity. The retained shares will represent
approximately 10 percent of the common stock outstanding post-recapitalization.
The transaction, which is estimated to have a value of approximately $437
million including existing indebtedness to be assumed and/or refinanced, is
subject to terms and conditions customary in transactions of this type,
including approval by Insilco shareholders and expiration of applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and will
be treated as a recapitalization for accounting purposes. Affiliates of
Donaldson, Lufkin & Jenrette Securities Corporation, which acted as financial
advisor to DLJ Merchant Banking Partners II, have committed to provide all debt
financing required for the transaction. Lazard Freres & Co. LLC and Goldman,
Sachs & Co. acted as financial advisors to Insilco in the transaction.
DLJ Merchant Banking Partners II also announced that it has entered into a
voting agreement in support of the recapitalization with respect to 1,783,878
shares, or approximately 44 percent of the voting stock of Insilco, with Water
Street Corporate Recovery Fund I, L.P., an affiliate of Goldman, Sachs & Co.,
which is Insilco's largest shareholder.
A proxy statement/prospectus with respect to the transaction is expected to be
mailed to shareholders of Insilco in June.
Robert L. Smialek, Chairman and CEO of Insilco, stated, "This agreement with DLJ
Merchant Banking reflects Insilco's continued commitment to enhancing
shareholder value. Our
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relationship with DLJ Merchant Banking offers Insilco a strong financial
resource and experienced business partner to support our aggressive expansion
and acquisition plans."
Thompson Dean, Managing Partner of DLJ Merchant Banking Partners II, said, "We
are excited to invest in a company with such attractive growth prospects in each
of its business segments. We look forward to providing management with the
capital to aggressively grow these businesses through both internal investment
and acquisitions."
DLJ Merchant Banking Partners II, a $3 billion fund dedicated to private equity
and equity-related investments, seeks significant capital appreciation through
domestic and international investments in common or preferred stock and debt or
other securities in leveraged acquisitions and corporate joint ventures. Since
its formation in November 1996, DLJ Merchant Banking Partners II has consummated
(or contracted to consummate) 17 transactions valued at over $6 billion, the
largest of which include Ameriserve, DecisionOne, Duane Reade, Thermadyne and
Von Hoffman Press.
Donaldson, Lufkin & Jenrette is a leading integrated investment and merchant
bank serving institutional, corporate, government and individual clients. DLJ's
businesses include securities underwriting; sales and trading; merchant banking;
financial advisory services; investment research; venture capital; correspondent
brokerage services; online, interactive brokerage services; and asset
management. Founded in 1959 and headquartered in New York City, DLJ employs
approximately 7,000 people worldwide and maintains offices in 14 cities in the
United States and 10 cities in Europe, Latin America and Asia. The company's
common stock trades on the New York Stock Exchange under the ticker symbol DLJ.
For more information on Donaldson, Lufkin & Jenrette, refer to the company's
world wide web site at http://www.dlj.com.
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.
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