-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MMRX7q5OPwlJ694PbQPEX76Wft6xznN95TDwws/DVg8BnOwjdvtmVCZI0lKA2aYW XCZi7Y0JqRpVn/8jfEBHBw== 0000895345-97-000274.txt : 19970814 0000895345-97-000274.hdr.sgml : 19970814 ACCESSION NUMBER: 0000895345-97-000274 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970813 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSILCO CORP/DE/ CENTRAL INDEX KEY: 0000863204 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 060635844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44625 FILM NUMBER: 97657694 BUSINESS ADDRESS: STREET 1: 425 METRO PL N STE 500 CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147920468 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INSILCO CORP/DE/ CENTRAL INDEX KEY: 0000863204 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 060635844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 425 METRO PL N STE 500 CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147920468 SC 13E4/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-4 Amendment No. 4 (Dated August 12, 1997) to Issuer Tender Offer Statement (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) INSILCO CORPORATION - ----------------------------------------------------------------- (Name of Issuer) INSILCO CORPORATION - ----------------------------------------------------------------- (Name of Person(s) Filing Statement) COMMON STOCK, $.001 PAR VALUE PER SHARE - ----------------------------------------------------------------- (Title of Class of Securities) 457659704 ------------------------ (CUSIP Number of Class of Securities) KENNETH H. KOCH Vice President and General Counsel Insilco Corporation 425 Metro Place N. Fifth Floor Dublin, Ohio 43017 (614) 791-3137 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) COPIES TO: AVIVA DIAMANT Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 (212) 859-8185 July 11, 1997 - ----------------------------------------------------------------- (Date Tender Offer First Published, Sent or Given to Security Holders) Calculation of Filing Fee - ----------------------------------------------------------------- Transaction Valuation*: Amount of Filing Fee: $110,000,000 $22,000 - ----------------------------------------------------------------- * Calculated solely for purposes of determining the filing fee, based upon the purchase of 2,857,142 shares at the maximum tender offer price per share of $38.50. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed N/A INTRODUCTION This Amendment No. 4 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") relating to the offer by Insilco Corporation to purchase up to 2,857,142 shares (or such lesser number of shares as are validly tendered and not withdrawn), for a purchase price of $38.50 per share net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 11, 1997, and the related documents filed as Exhibits (a)(1) through (g)(6) to the Statement. Unless otherwise defined herein, all capitalized terms shall have the respective meanings ascribed to them in the Statement. The Purpose of this Amendment No. 4 is to report that the Company has waived a provision of its purchase agreement with Water Street Corporate Recovery Fund I, L.P., to allow for the tender of additional shares by Water Street. A copy of the press release announcing this event is filed herewith as Exhibit (g)(7), the complete text of which is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby supplemented and amended as follows: (g)(7) -- Press Release, dated August 12, 1997. SIGNATURE After due 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. INSILCO CORPORATION By: /s/ Kenneth H. Koch ------------------------------ Name: Kenneth H. Koch Title: Vice President and General Counsel Dated: August 12, 1997 EXHIBIT INDEX EXHIBIT DESCRIPTION (g)(7) --Press Release, dated August 12, 1997 EX-1 2 EXHIBIT(g)(7) TO: BUSINESS EDITOR Insilco Corporation Announces Current Tender Results; Allows Shareholder To Tender Additional Shares COLUMBUS, Ohio, Aug. 12/PRNewswire/ -- Insilco Corporation (Nasdaq: INSL) today reported that, as of 5:00 p.m., New York City time on August 11, 1997, it had received a total of approximately 2,610,000 shares for tender, under its previously announced offer to purchase up to 2,857,142 shares of its common stock at $38.50 net per share. The Offer, which commenced on July 11, 1997, will expire on August 12, 1997 at 5:00 p.m., New York City time. The Company said that because the Offer was undersubscribed, it was waiving a provision of its purchase agreement with Water Street Corporate Recovery Fund I, L.P. to allow for the tender of additional shares by Water Street. As reported in the Offer, on July 10, 1997, the Company entered into a share purchase agreement with Water Street, in which the Company purchased 2,805,194 shares of common stock from Water Street and Water Street agreed to tender no more than 960,577 shares in the Offer. By today's waiver, the Company has agreed to allow Water Street to tender additional shares. The waiver, however, limits any additional tender by Water Street to not more than that number of shares that causes the Offer to be fully subscribed at 2,857,142 shares. Shareholders who wish to tender additional shares must do so prior to 5:00 p.m., New York City time, Tuesday, August 12, 1997. 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 principally serves the school yearbook market. It had revenues in 1996 of $572 million. Investor Relations Contact: David A. Kauer, 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. -----END PRIVACY-ENHANCED MESSAGE-----