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PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) of
the Rules and Regulations Under the
(To Prospectus dated April 7, 1999, Securities Act of 1933
and to the Prospectus Supplements
dated July 2, 1999, August 11, 1999,
September 3, 1999, October 5, 1999, Registration Statement No. 333-71947
November 12, 1999, December 28, 1999,
February 24, 2000, March 3, 2000,
and March 30, 2000)
INSILCO CORPORATION
12% SERIES B SUBORDINATED NOTES DUE 2007
SENIOR SUBORDINATED GUARANTEES
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RECENT DEVELOPMENTS
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Attached hereto and incorporated by reference herein is the Current
Report on Form 8-K of Insilco Corporation dated May 4, 2000, and filed with the
Securities and Exchange Commission on May 8, 2000.
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This Prospectus Supplement, together with the Prospectus, is to be used
by Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") in connection
with offers and sale of the above-referenced securities in market-making
transactions at negotiated prices related to prevailing market prices at the
time of the sale. DLJSC may act as principal or agent in such transactions.
May 12, 2000
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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 4, 2000
INSILCO CORPORATION
(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 REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
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ITEM 5. OTHER EVENTS.
Insilco Holding Co.'s press release issued May 4, 2000 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 4, 2000.
2
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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 4, 2000 By: /s/ MICHAEL R. ELIA
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Michael R. Elia
Senior Vice President, Chief Financial
Officer, Treasurer and Secretary
3
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99 (a) Press release of Insilco Holding Co. issued
May 4, 2000.
4
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PRESS RELEASE
[INSILCO LOGO]
EXHIBIT 99 (A)
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Excellence in Electronics, Telecommunications and Automotive Components
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NEWS RELEASE
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FOR IMMEDIATE RELEASE
INVESTORS: MICHAEL R. ELIA MEDIA: MELODYE DEMASTUS
SR. VICE PRESIDENT & CFO MELROSE CONSULTING
(614) 791-3117 (614) 771-0860
INSILCO HOLDING CO. REPORTS SOLID SALES AND EBITDA GROWTH FOR ITS
FIRST QUARTER 2000
COLUMBUS, OHIO, MAY 4, 2000 -- INSILCO HOLDING CO. (OTC BULLETIN BOARD:
INSL) today reported substantially higher sales and operating results for its
first quarter ended March 31, 2000. The Company said that results for its Taylor
Publishing business unit, which was divested in February 2000, are being
reported as discontinued operations and are therefore not included in
consolidated sales and adjusted EBITDA (earnings before interest, taxes,
depreciation, amortization and non-operating items plus regular cash dividends
from Thermalex, the Company's 50% owned joint venture). The Company is also
providing comparative results including and excluding Romac Metals and McKenica,
which were divested in mid-1999.
The Company reported a 26% increase in first quarter sales for the
Company's core automotive and technologies businesses to $141.4 million from
$112.3 million recorded last year. Contributing to the double digit sales
performance were: increased demand for custom assemblies and precision stampings
from electronic and telecommunications Original Equipment Manufacturers (OEMs)
and Electronic Manufacturing Service (EMS) providers worldwide; a rebound in
demand from heavy equipment manufacturers for specialty heat exchangers; and the
benefit of $21.7 million in sales from acquisitions completed after the first
quarter 1999. Including sales from divested operations of $8.1 million in the
1999 first quarter, consolidated sales for the current quarter increased 17%
from $120.4 million recorded last year.
Adjusted EBITDA from ongoing operations for the current quarter
increased 22% to $19.6 million from $16.1 million recorded last year. The
Company reported that consolidated adjusted EBITDA for the current quarter
increased 17% to $19.6 million, compared to $16.8 million recorded last year,
which included EBITDA of $0.7 million from divested operations. Substantially
improved margins on power transformers, wire and cable assemblies, precision
stampings, and specialty heat exchangers, as well as the contribution from
businesses acquired after the first quarter 1999, all contributed to the strong
EBITDA performance.
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BUSINESS DISCUSSION
The Company's Technologies Group reported 41% sales growth in the
current quarter to $78.4 million compared to $55.4 million recorded last year.
Sales increased across all product categories, with the strongest demand in
precision stampings (up 23%) and wire and cable assemblies (up 16%). First
quarter sales also benefited from $14.6 million in sales from acquisitions
completed after the 1999 first quarter. Adjusted EBITDA for the Group increased
67% to $11.7 million in the current quarter, compared to $7.0 million recorded
last year. Operating margins for power transformers, wire and cable assemblies
and precision stampings all increased nicely from a year ago, and the Company's
TAT Technology acquisition made a strong contribution to the substantial
improvement in operating performance.
The Company's Automotive Components Group reported sales of $63.0
million for the current quarter, compared to $56.9 million reported last year.
First quarter 2000 sales included $7.1 million from the Company's third quarter
1999 acquisition of Thermal Transfer Products, Ltd. Adjusted EBITDA was $8.9
million and $8.2 million for the current and last year's first quarters,
respectively. Group results were positively impacted by the contribution from
Thermal Transfer and substantially higher margins for specialty heat exchangers,
however, the impact was somewhat moderated by lower domestic tubing margins and
a mix shift towards lower margin heat exchangers.
CEO COMMENTS
David A. Kauer, Insilco President and CEO, said, "Favorable market
trends across all of our technologies product segments, the full benefit of our
1999 cost restructuring, and a robust economy all contributed to our strong
first quarter performance. During the first quarter, we also completed the
divestiture of Taylor Publishing and redeployed the sale proceeds into the
acquisition of TAT Technology. TAT, a leading Montreal-based wire and cable
assembly business serving the rapidly growing telecommunications market,
performed well above our expectations for the first quarter and is on track to
be a solid contributor for the full year."
"In our Technologies businesses, we continue to see strong worldwide
demand from electronic OEMs and EMS providers and we continue to aggressively
reduce our cost structure. In our heat exchanger business, we completed the
consolidation of our Duncan, SC tube manufacturing facility into our Montgomery,
AL facility and expect improvements from this move to make a positive
contribution in the second quarter." Kauer concluded.
REPORTED RESULTS
The Company reported net income of $39.0 million for its current first
quarter, which included $40.2 million attributed to the sale of the Company's
Taylor Publishing business unit, compared to a net loss of ($2.4) million
recorded a year ago in the first quarter. Income/ (loss) available to common
shareholders for the first quarters of 2000 and 1999 was $25.43 and ($1.50) per
diluted share, respectively.
Insilco Holding Co., based in suburban Columbus, Ohio, is a diversified
manufacturer of industrial components. The Company's business units serve the
telecommunications, electronics, automotive and other industrial markets. The
Company had 1999 consolidated revenues in excess of $476 million.
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The statements made in this press release which are not historical
facts may be deemed forward looking statements, and, as such, are subject to
certain risks and uncertainties, including statements with respect to: the
Company's ability to deliver double digit sales and earnings growth; long-term
outlook; growth prospects; the ability to improve operating efficiencies and to
further reduce expenses. 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, 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, 1999 and subsequent reports on Form 10Q. Copies of these
filings may be obtained by contacting the Company or the SEC.
Investor Relations Contact: Michael R. Elia, (614) 791-3117 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.
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TABLES TO FOLLOW
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INSILCO HOLDING CO.
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in millions except per share data)
FOR THE QUARTER ENDED
Actual
March 31,
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2000 1999
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Sales $141.4 $120.4
Cost of sales, excluding depreciation 105.7 91.5
Selling, general and administrative expenses,
excluding depreciation 16.1 15.0
Depreciation and amortization expense 5.6 4.7
Severance, writedown & other 0.9 0.3
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Operating income 13.1 8.9
Interest expense, net (12.4) (11.3)
Equity in net income of Thermalex 0.5 1.0
Other income, net (0.2) 0.3
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Income (loss) before income taxes, discontinued
operations and extraordinary item 1.0 (1.1)
Income tax (expense) benefit (0.6) 0.6
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Net income (loss) before discontinued operations 0.4 (0.5)
Income (loss) from discontinued operations, net of tax 40.2 (0.5)
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Net income (loss) 40.6 (1.0)
Preferred stock dividend (1.6) (1.4)
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Net income (loss) available to common $ 39.0 $ (2.4)
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Regular cash dividend from Thermalex $ -- $ 2.9
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Earnings before other income, interest, taxes,
depreciation, amortization, and one-time items,
plus regular cash dividend from Thermalex $ 19.6 $ 16.8
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Capital expenditures $ (3.5) $ (3.1)
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Income (loss) per share available to common $25.43 $(1.50)
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INSILCO HOLDING CO.
(Unaudited)
(Amounts in millions)
SUPPLEMENTAL SEGMENT DATA
Quarter Ended
March 31,
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2000 1999
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SALES
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Industrial Businesses:
Technologies Group $ 78.4 $ 55.4
Automotive Components 63.0 56.9
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Total Industrial Businesses 141.4 112.3
Other -- 8.1
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Total Sales $ 141.4 $ 120.4
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EBITDA
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Industrial Businesses:
Technologies Group $ 11.7 $ 7.0
Automotive Components 8.9 8.2
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Total Industrial Businesses 20.6 15.2
Other -- 0.7
Unallocated Corporate (1.0) (2.0)
Regular Thermalex Cash Dividend -- 2.9
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Total EBITDA $ 19.6 $ 16.8
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SALES GROWTH VS. PRIOR YEAR
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Industrial Businesses:
Technologies Group 41.5%
Automotive Components 10.7%
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Total Industrial Businesses 25.9%
Other
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Total Sales 17.4%
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EBITDA % OF SALES
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Industrial Businesses:
Technologies Group 14.9% 12.6%
Automotive Components 14.1% 14.4%
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Total Industrial Businesses 14.6% 13.5%
Other 8.6%
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Total EBITDA 13.9% 14.0%
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INSILCO HOLDING CO.
Condensed Consolidated Balance Sheets
(Unaudited)
(Amounts in millions)
March 31, March 31, December 31,
2000 1999 1999
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ASSETS
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Current assets:
Cash and cash equivalents $ 21.4 $ 8.5 $ 6.6
Receivables, net 103.1 74.0 79.5
Inventories, net 67.3 58.0 58.3
Current portion of deferred taxes 9.6 2.1 9.6
Net assets of Discontinued Operations -- 7.6 0.2
Prepaid expenses 2.9 3.9 2.7
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Total current assets 204.3 154.1 156.9
Property, plant and equipment, net 109.4 105.1 109.6
Goodwill, net 108.9 24.9 25.7
Deferred taxes -- 6.7 7.3
Investment in unconsolidated subsidiaries 5.1 9.9 4.5
Other assets and deferred charges 18.0 17.8 18.0
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Total assets $ 445.7 $ 318.5 $ 322.0
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities:
Accounts payable $ 49.2 $ 35.3 $ 39.2
Accrued expenses and other 43.5 25.7 24.7
Accrued interest payable 3.8 2.6 7.5
Current portion of deferred taxes 15.0 1.3 1.3
Current portion of long-term debt 1.3 1.3 1.3
Current portion of long-term obligations 0.9 1.0 0.9
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Total current liabilities 113.7 67.2 74.9
Long-term debt 439.3 408.9 400.6
Other long-term obligations 47.2 45.3 45.8
Deferred taxes 4.4 -- 1.6
Minority interest 0.1 -- 0.1
Preferred stock 41.8 35.5 40.1
Stockholders' deficit (200.8) (238.4) (241.1)
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Total liabilities and stockholders'
deficit $ 445.7 $ 318.5 $ 322.0
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