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: JUNE 9, 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 (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 June 9, 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 June 9, 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
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Registrant
Date: June 9, 1998 By: /s/ Kenneth H. Koch
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Kenneth H. Koch
Vice President and General Counsel
EXHIBIT INDEX
Exhibit No. Description
99 (a) Press release issued June 9, 1998
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
INSILCO CORPORATION AND DLJ MERCHANT BANKING
REVISE MERGER AGREEMENT TO INCREASE CONSIDERATION
TO $45.00 IN CASH AND STOCK
COLUMBUS, OHIO, JUNE 9, 1998 -- INSILCO CORPORATION (NASDAQ: INSL)
today reported that an affiliate of DLJ Merchant Banking Partners II, L.P.
has agreed to increase from $44.50 to $45.00 per share the consideration to
be paid in connection with the pending merger of Insilco and an affiliate
of DLJ Merchant Banking. Insilco shareholders will receive $43.48 in cash
and 0.03378 shares of retained stock of the surviving corporation.
The increased merger consideration follows the receipt by the
Company's Taylor Publishing unit, on May 13, 1998, of a $24 million verdict
against Jostens, Inc. The original merger agreement, dated March 24, 1998,
had provided for Insilco shareholders to receive $44.50 per share,
consisting of $42.98 in cash and 0.03419 shares of retained stock of the
surviving corporation, and did not provide for any portion of the Jostens
damage award to be paid to the Company's current shareholders.
Insilco stated that, while the jury in the Taylor matter had awarded
Insilco $36 million in damages, it has determined that $12 million of the
verdict is duplicative of damages for Jostens' violation of Section 2 of
the Sherman Anti-trust Act and cannot be recovered in addition to the
antitrust award. Insilco is also entitled under the verdict to $1.225
million in legal fees and expenses. The verdict is subject to any post
trial motions and appeals by Jostens, which Jostens has announced publicly
it intends to pursue, and Insilco's receipt of the judgment is contingent
on the results of those post trial motion and appeals. However, the
increase in the merger consideration is not contingent on Insilco's receipt
of any amount from Jostens.
Robert L. Smialek, Insilco's Chairman and CEO stated, "We are pleased
that DLJ Merchant Banking has agreed to increase the merger consideration
for Insilco shareholders, particularly since the damages related to the
verdict we received in the Jostens lawsuit have not yet been paid and are
subject to a potentially lengthy appeals process. We are working diligently
to complete the merger so that shareholders can receive their consideration
as quickly as possible."
The Company also today announced, in connection with its pending
transaction with DLJ Merchant Banking, that it had received early
termination of the waiting period under the Hart-Scott-Rodino Act, that it
expects to mail the proxy statement/prospectus for the Special Meeting to
consider the proposed transaction in late June or early July, and that its
Board of Directors had established June 15, 1998 as the record date for
shareholders eligible to vote at the Special Meeting.
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 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.
