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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: JULY 20, 2000
INSILCO CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-22098 06-0635844
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NO.) IDENTIFICATION
INCORPORATION OR 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 REGISTRANTS
PRINCIPAL EXECUTIVE OFFICES)
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ITEM 5. OTHER EVENTS.
On July 20, 2000 Insilco Holding Co., entered into an agreement with ThermaSys
Holding Company, pursuant to which ThermaSys has agreed to purchase all of the
businesses comprising the Insilco Holding Co.'s automotive components business
segment. ThermaSys is a newly organized entity wholly owned by the merchant
banking units of Donaldson Lufkin & Jenrette and CitiCorp, which units also
together beneficially own approximately 90% of the Insilco Holding Co.'s
outstanding common stock. Insilco Holding Co.'s press release issued July 20,
2000 is attached as an exhibit and is incorporated herein by reference.
The purchase price of $147 million, subject to certain working capital
adjustments, and other terms of the transaction were determined by arm's-length
negotiations between the parties and, in the case of Insilco Holding Co, were
approved by a special committee of Insilco Holding Co.'s Board of Directors
comprised of the Insilco Holding Co.'s independent director. The terms of the
transaction are set forth in a Transaction Agreement, which is attached as an
exhibit and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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2 (a) Transaction agreement dated July 20, 2000 by and
among Insilco Holding Co. (and certain of its
subsidiaries) and ThermaSys Holding Company (and
certain of its subsidiaries).
99 (a) Press release of Insilco Holding Co. issued
July 20, 2000.
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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: July 26, 2000 By: /s/ MICHAEL R. ELIA
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Michael R. Elia
Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2 (a) Transaction agreement dated July 20, 2000 by and
among Insilco Holding Co. (and certain of its
subsidiaries) and ThermaSys Holding Company (and
certain of its subsidiaries).
99 (a) Press release of Insilco Holding Co. issued
July 20, 2000.
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