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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: MAY 19, 1999
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) Identification Number)
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.
Insilco Holding Co.'s press release issued May 19, 1999 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 of Insilco Holding Co. issued May
19, 1999.
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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: May 19, 1999 By: /s/ Michael R. Elia
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Michael R. Elia
Vice President and Corporate Controller
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EXHIBIT INDEX
Exhibit No. Description
99 (a) Press release of Insilco Holding Co. issued May 19, 1999.
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Exhibit 99(a)
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 HOLDING CO. SIGNS DEFINITIVE MERGER AGREEMENT
WITH THERMAL TRANSFER
COLUMBUS, OHIO, MAY 19, 1999 - INSILCO HOLDING CO. (OTC BULLETIN BOARD:
INSL) today announced that on May 18, 1999, through a wholly owned subsidiary,
it signed a definitive merger agreement with Racine, Wisconsin-based Thermal
Transfer Products, Ltd. Thermal Transfer is a leading manufacturer of industrial
oil coolers and other heat exchanger products, and generated approximately $28
million of revenues in 1998. Financial terms of the transaction were not
disclosed.
The merger, which is expected to be completed by August 31, 1999, is
subject to certain conditions, including approval by Thermal Transfer
shareholders and expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Act.
Robert L. Smialek, Insilco Chairman and CEO, said, "Thermal Transfer
represents an exceptional complement to our heat exchanger business. For three
decades, Thermal Transfer's hard-working employees have successfully served the
industrial oil cooler markets. Through this merger, we see numerous
opportunities to broaden our product offerings in the industrial market and we
are pleased to gain access to Thermal Transfer's strong distributor network.
Royse Myers, the founder and President, has agreed to remain active in the
business to ensure a smooth integration into our Thermal Components Group."
The statements made in this press release which are not historical
facts are forward looking statements, including statements with respect to the
company's ability to broaden its product offerings, the expectation to close the
merger transaction by August 31, 1999 and the Company's ability to diversify
revenues in industrial heat exchanger markets and, as such, are subject to
certain risks and uncertainties. It is important to note that results could
differ materially from those projected in such forward-looking statements.
Factors which could cause results to differ materially include, but are not
limited to the following: delays in new product introductions, difficulties in
combining acquired operations with existing operations, lack of market
acceptance for new products, changes in demand for the Company's products,
changes in market trends, general competitive pressures from existing and new
competitors, adverse changes in operating performance, changes in interest
rates, and adverse economic conditions which could affect the amount of cash
available for debt servicing and capital investments. Further information
concerning factors that could cause actual results to differ materially from
those in the forward-looking statements are contained from time to time in the
Company's SEC filings, including but not limited to the Company's report on Form
10-K for the year ended December 31, 1998. Copies of these filings may be
obtained by contacting the Company or the SEC.
Insilco Holding Co., 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. It had revenues in 1998 of $535.6 million.
Investor Relations Contact: David A. Kauer or Stephen Smith, (614) 792-0468 or
write to Insilco Holding Co., Investor Relations, 425 Metro Place North, Box
7196, Dublin, OH 43017 or call Melodye Demastus, Melrose Consulting (614)
771-0860. You may also visit our web site at http://www.insilco.com.
