UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 11)
Insilco Corporation
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(Name of Issuer)
Common Stock (Par Value $.001 Per Share)
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(Title of Class of Securities)
457659704
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(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
(212) 902-1000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 8, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /
PAGE 1 OF 9
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CUSIP NO. 457659704
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Water Street Corporate Recovery Fund I, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO; WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of 7. SOLE VOTING POWER
Shares -0-
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Beneficially 8. SHARED VOTING POWER
Owned By 1,863,878
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Each 9. SOLE DISPOSITIVE POWER
Reporting -0-
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Person 10. SHARED DISPOSITIVE POWER
With 1,863,878
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,863,878
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.2%
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14. TYPE OF REPORTING PERSON
PN
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PAGE 2 OF 9 PAGES
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CUSIP NO. 457659704
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Goldman Sachs Group, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of 7. SOLE VOTING POWER
Shares 334
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Beneficially 8. SHARED VOTING POWER
Owned By 1,863,878
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Each 9. SOLE DISPOSITIVE POWER
Reporting 334
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Person 10. SHARED DISPOSITIVE POWER
With 1,863,878
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,864,212
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.2%
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14. TYPE OF REPORTING PERSON
HC; PN
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PAGE 3 OF 9 PAGES
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CUSIP NO. 457659704
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Goldman, Sachs & Co.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
/X/
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of 7. SOLE VOTING POWER
Shares -0-
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Beneficially 8. SHARED VOTING POWER
Owned By 1,863,878
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Each 9. SOLE DISPOSITIVE POWER
Reporting -0-
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Person 10. SHARED DISPOSITIVE POWER
With 1,863,878
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,863,878
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.2%
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14. TYPE OF REPORTING PERSON
BD; PN; IA
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PAGE 4 0F 9 PAGES
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AMENDMENT NO. 11 TO
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
INSILCO CORPORATION
Water Street Corporate Recovery Fund I, L.P. ("Water Street"),
Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P. ("GS
Group" and, collectively with Water Street and Goldman Sachs, the "Reporting
Persons")* hereby file this Amendment No. 11 (this "Amendment No. 11") to the
Statement on Schedule 13D filed with respect to the Common Stock, par value
$.001 per share (the "Common Stock"), of Insilco Corporation, a Delaware
corporation (the "Company"), as most recently amended by Amendment No. 10
thereto dated April 6, 1998 (as amended, the "Schedule 13D"). Unless otherwise
indicated, all capitalized terms not otherwise defined herein shall have the
same meanings as those set forth in the Schedule 13D.
This Amendment No. 11 is being filed to report that Water Street, the
Company and Merger Sub entered into Amendment No. 1 to the Voting Agreement,
dated as of June 8, 1998 ("Amendment No. 1 to the Voting Agreement"), to
increase the price per share for Merger Sub to exercise the Option to purchase
all (but not less than all) of the Water Street Securities from $44.50 to
$45.00. Amendment No. 1 to the Voting Agreement was entered into in connection
with the execution of Amendment No. 1 to the Merger Agreement, dated as of June
8, 1998, among the Company, Existing Sub and Merger Sub ("Amendment No. 1 to the
Merger Agreement"), which provides that, among other things, the shareholders of
the Company will receive in exchange for each share of Common Stock $43.48 in
cash and 0.03378 shares of retained stock in the surviving corporation.
This Amendment No. 11 is also being filed to report that Water Street
beneficially owns approximately 45.2% of the Common Stock reported by the
Company to be outstanding as of May 12, 1998 in the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1998.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
As described in Item 6 of this Amendment No. 11, (i) on June 8, 1998,
the Company, Existing Sub and Merger Sub entered into Amendment No. 1 to the
Merger Agreement and (ii) on June 8, 1998, Water Street, the Company and Merger
Sub entered into Amendment No. 1 to the Voting Agreement.
In a press release issued by the Company on June 8, 1998, the Company
reported that the Merger Agreement had been amended so that the shareholders of
the Company will receive in exchange for each share of Common Stock $43.48 in
cash and 0.03378 shares of retained stock in the surviving corporation.
Pursuant to Amendment No. 1 to the Voting Agreement and in connection
with Amendment No. 1 to the Merger Agreement, the price per share for Merger Sub
to exercise the Option to purchase all (but not less than all) of the Water
Street Securities has been increased from $44.50 to $45.00.
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* Neither the present filing nor anything contained herein shall be construed as
an admission that Water Street, Goldman Sachs or GS Group constitute a "person"
for any purpose other than Section 13(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or that Water Street, Goldman Sachs and GS
Group constitute a "group" for any purpose.
PAGE 5 OF 9 PAGES
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The foregoing summary of Amendment No. 1 to the Voting Agreement does
not purport to be complete and is subject to, and qualified in its entirety by
reference to, the text of such Amendment No. 1, which is filed as Exhibit 14
hereto and incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) is hereby amended and restated as follows:
(a) As of the date hereof, Water Street beneficially owns an
aggregate of 1,863,878 shares of Common Stock. Based upon the foregoing, Water
Street beneficially owns approximately 45.2% of the Common Stock reported by the
Company to be outstanding as of May 12, 1998 in the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1998.
As of the date hereof, GS Group owns an aggregate of 334 shares of
Common Stock and, in addition, each of GS Group and Goldman Sachs may be deemed
to be the beneficial owner of the 1,863,878 shares of Common Stock beneficially
owned by Water Street, representing in the aggregate approximately 45.2% of the
outstanding Common Stock. Each of GS Group and Goldman Sachs disclaims
beneficial ownership of the shares of Common Stock held by Water Street to the
extent the partnership interests in Water Street are held by persons other than
GS Group, Goldman Sachs or their affiliates. To the knowledge of the Reporting
Persons, each of the persons listed on Schedule I owns 167 shares of Common
Stock. Each of the Reporting Persons disclaims beneficial ownership with respect
to such shares.
Item 5(c) is hereby amended and supplemented as follows:
(c) As further described in Item 4 hereof, Water Street, the Company
and Merger Sub entered into Amendment No. 1 to the Voting Agreement to increase
the price per share for Merger Sub to exercise the Option to purchase all (but
not less than all) of the Water Street Securities from $44.50 to $45.00. The
summary of Amendment No. 1 to the Voting Agreement contained in this Amendment
No. 11 does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the text of such Amendment No. 1, which is filed as
Exhibit 14 hereto and incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented as follows:
As discussed in Item 4 of this Amendment No. 11, Water Street, the
Company and Merger Sub entered into Amendment No. 1 to the Voting Agreement to
increase the price per share for Merger Sub to exercise the Option to purchase
all (but not less than all) of the Water Street Securities from $44.50 to
$45.00.
The summary of Amendment No. 1 to the Voting Agreement contained in
this Amendment No. 11 does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the text of such Amendment No. 1,
which is filed as Exhibit 14 hereto and incorporated herein by reference.
PAGE 6 OF 9 PAGES
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented by adding thereto the
following:
(14) Amendment No. 1 to Voting Agreement, dated as of
June 8, 1998, among the Company, Merger Sub and
Water Street.
PAGE 7 OF 9 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
WATER STREET CORPORATE RECOVERY
FUND I, L.P.
By: Goldman, Sachs & Co., its
General Partner
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: Managing Director
GOLDMAN, SACHS & CO.
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: Managing Director
THE GOLDMAN SACHS GROUP, L.P.
By: The Goldman Sachs Corporation,
its general partner
By: /s/ Richard A. Friedman
Name: Richard A. Friedman
Title: Executive Vice President
Dated: June 15, 1998
PAGE 8 OF 9 PAGES
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INDEX TO EXHIBITS
Exhibit No. Exhibit Page
(14) Amendment No. 1 to Voting Agreement, dated
as of June 8, 1998, among the Company,
Merger Sub and Water Street.
PAGE 9 OF 9 PAGES
Exhibit 14
June 8, 1998
Silkworm Acquisition Corporation
277 Park Avenue
New York, NY 10172
Attention: Thompson Dean
Insilco Corporation
425 Metro Place North
Dublin, Ohio 43017
Attention: General Counsel
Gentlemen:
We understand that Silkworm Acquisition Corporation ("Silkworm"),
Insilco Corporation ("Insilco") and Insilco Holding Co. are amending the
Agreement and Plan of Merger Agreement between such parties dated as of March
24, 1998 (the "Merger Agreement") pursuant to Amendment No. 1 attached hereto as
Exhibit A to this letter (the "Amendment").
We hereby agree: (i) references to the Merger Agreement in the Voting
Agreement dated as of March 24, 1998 among Insilco, Silkworm and us (the "Voting
Agreement"), mean the Merger Agreement, as amended by the Amendment and (ii) the
amount of "$44.50" in the second sentence of the second paragraph of paragraph 1
of the Voting Agreement is amended to be "$45.00". The Voting Agreement, as
amended by the foregoing, remains in full force and effect.
Very truly yours,
WATER STREET CORPORATE
RECOVERY FUND I, L.P.
By: Goldman, Sachs &
Co., its General
Partner
By: /s/ Terence M. O'Toole
Name: Terence M. O'Toole
Title: Managing Director
Accepted and agreed as of
the date first above written:
SILKWORM ACQUISITION CORPORATION
By: /s/ Thompson Dean
Name: Thompson Dean
Title:
INSILCO CORPORATION
By: /s/ Kenneth H. Koch
Name: Kenneth H. Koch
Title: Vice President
<PAGE>
Exhibit A
AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER
AMENDMENT dated as of June 8, 1998 among INSILCO CORPORATION, a Delaware
corporation ("INSILCO" or the "COMPANY"), INSILCO HOLDING CO., a Delaware
corporation (formerly known as INR Holding Co.) ("EXISTINGSUB") and SILKWORM
ACQUISITION CORPORATION, a Delaware corporation ("MERGERSUB").
WHEREAS, the Company, ExistingSub and MergerSub have previously entered
into an Agreement and Plan of Merger (as amended hereby, the "MERGER AGREEMENT")
dated as of March 24, 1998, providing for the merger of MergerSub with and into
ExistingSub; and
WHEREAS, the Company, ExistingSub and MergerSub desire to amend the Merger
Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. REFERENCES. Unless otherwise specifically defined herein, each
term used herein which is defined in the Merger Agreement has the meaning
assigned to such term in the Merger Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Merger Agreement shall from and after the effective date of this Amendment refer
to the Merger Agreement as amended hereby, except in any instance in the Merger
Agreement where any such reference relates to the date of the execution of the
Merger Agreement in which instance such reference shall relate to the Merger
Agreement, as unamended hereby.
SECTION 2. AMENDMENTS. The Merger Agreement is hereby
amended as follows:
(a) The reference in Section 1.02(e)(iv)(A) to the number "0.03419" is
replaced with "0.03378".
(b) The reference in Section 1.02(e)(iv)(B) to the number "$42.97" is
replaced with "$43.47".
(c) The references in Sections 1.05(a), 5.04(c) and 7.05 to the number
"$44.50" are replaced with "$45.00".
(d) The reference in Section 1.06(b) to the number "$44.49" is replaced
with "$44.99".
(e) The reference in Section 4.08 to the number "$54,999,997.50" is
replaced with "$54,999,990.00".
(f) The reference in Section 4.08 to the number " 1,235,955" is replaced
with "1,222,222".
(g) The reference in Section 4.08 to the number "111,347" is replaced with
"110,453".
SECTION 3. COUNTERPARTS; EFFECTIVENESS. This Amendment may be signed
<PAGE>
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Amendment shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
or have caused this Amendment to be duly executed by their respective authorized
officers as of the day and year first above written.
INSILCO CORPORATION
By:/s/ Robert L. Smialek
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Name: Robert L. Smialek
Title: Chairman & CEO
INSILCO HOLDING CO.
By: /s/ Kenneth H. Koch
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Name: Kenneth H. Koch
Title: Vice President &
General Counsel
SILKWORM ACQUISITION
CORPORATION
By: /s/ Thompson Dean
-------------------------------
Name: Thompson Dean
Title:
