-----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, TJFmnQSrYOomgzQIf1up31Rv4a5XG9qjOe1JqaSDCFDOTk/j7/5ESsIRndWutzuO I4LQaghjNZtuXlonVJy9pQ== 0000898822-97-000671.txt : 19970724 0000898822-97-000671.hdr.sgml : 19970724 ACCESSION NUMBER: 0000898822-97-000671 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970723 SROS: NASD GROUP MEMBERS: GOLDMAN SACHS GROUP LP GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: WATER STREET CORPORATE RECOVERY FUND I, L.P. 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44625 FILM NUMBER: 97644311 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: GOLDMAN SACHS GROUP LP CENTRAL INDEX KEY: 0000904571 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133501777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) Insilco Corporation (Name of Issuer) Common Stock (Par Value $.001 Per Share) (Title of Class of Securities) 457659704 (CUSIP Number) David J. Greenwald, Esq. Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 (212) 902-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 10, 1997 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Sched- ule 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: / / ___________________ CUSIP NO. 457659704 ___________________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Water Street Corporate Recovery Fund I, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS OO; WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of 7. SOLE VOTING POWER Shares -0- Beneficially Owned By 8. SHARED VOTING POWER Each 3,061,300 Reporting Person With 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 3,061,300 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,061,300 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.2% 14. TYPE OF REPORTING PERSON PN PAGE 2 OF 7 PAGES ___________________ CUSIP NO. 457659704 ___________________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Goldman Sachs Group, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of 7. SOLE VOTING POWER Shares 334 Beneficially Owned By 8. SHARED VOTING POWER Each 3,061,300 Reporting Person With 9. SOLE DISPOSITIVE POWER 334 10. SHARED DISPOSITIVE POWER 3,061,300 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,061,634 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.2% 14. TYPE OF REPORTING PERSON HC; PN PAGE 3 OF 7 PAGES ___________________ CUSIP NO. 457659704 ___________________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldman, Sachs & Co. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) /x/ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware Number of 7. SOLE VOTING POWER Shares -0- Beneficially Owned By 8. SHARED VOTING POWER Each 3,061,300 Reporting Person With 9. SOLE DISPOSITIVE POWER -0- 10. SHARED DISPOSITIVE POWER 3,061,300 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,061,300 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.2% 14. TYPE OF REPORTING PERSON BD; PN; IA PAGE 4 OF 7 PAGES AMENDMENT NO. 6 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")* here- by file this Amendment No. 6 (this "Amendment No. 6") 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. 5 thereto dated July 16, 1997 (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. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by adding thereto the fol- lowing: The following is to be filed herewith as an Exhibit to this Amendment No. 6: (9) Engagement Letters, dated as of July 10, 1997, between Insilco Corporation and Goldman Sachs. __________________ * 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 7 PAGES SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this state- ment is true, complete and correct. 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 GOLDMAN, SACHS & CO. By: /s/ Terence M. O'Toole _________________________ Name: Terence M. O'Toole Title: Managing Director THE GOLDMAN SACHS GROUP, L.P. By: The Goldman Sachs Corporation, its general partner By: /s/ Terence M. O'Toole _________________________ Name: Terence M. O'Toole Title: Executive Vice President Dated: July 23, 1997 PAGE 6 OF 7 PAGES INDEX TO EXHIBITS Exhibit No. Exhibit Page (9) Engagement Letters, dated as of July 10, 1997, between Insilco Corporation and Goldman Sachs. PAGE 7 OF 7 PAGES EX-99 2 EXHIBIT 9 - ENGAGEMENT LETTERS Exhibit 9 [Letterhead of Goldman, Sachs & Co.] PERSONAL AND CONFIDENTIAL July 10, 1997 Robert L. Smialek Chairman, President and CEO Insilco Corporation 425 Metro Place North 5th Floor Dublin, Ohio 43017 Dear Bob: We refer to the engagement letter dated November 27, 1996 between Insilco Corporation (the "Company") and Goldman, Sachs & Co. ("Goldman Sachs") regarding the possible sale of all or a portion of the Company (the "Engagement Letter"). This letter is intended to amend and confirm certain mutual understandings with respect to our acting as your exclusive financial advisor in connection with the matters contemplated by this letter and to provide for certain additional agreements related there- to. The Company, having considered, with the advice of Goldman Sachs, various strategic alternatives available to the Company to create shareholder value, including the sale of the Company, the sale of business units, recapitalization alternatives and financial and valuation analyses connected therewith, currently intends to repurchase certain of its outstanding shares of com- mon stock by means of a repurchase (the "Repurchase") of such shares from Water Street Corporate Recovery Fund I, LP and Robert L. Smialek and a tender offer (the "Tender Offer") to shareholders of the Company and to complete a related financing comprised of an offering of non-investment grade debt securities (the "Securities Offering") and the placement of senior bank debt (the "Bank Loan", together with the Securities Offering, collectively referred to herein as the "Transactions"). We will charge an advisory fee of $2,000,000 for the aforementioned advice, including that in connection with the Transactions. The advisory fee shall be payable in cash upon the earlier of the consummation of the Securities Offering and the consummation of the Tender Offer. A separate fee will be payable for our advice and assistance in connection with the Tender Offer and the Repurchase. We hereby confirm our mutual understanding that the Transac- tions shall be governed by the terms of the Engagement Letter to the extent applicable and that, except as provided therein, herein, in the agreements described below and in any additional written agreements related to the Tender Offer, no additional fees in respect of the Transactions shall be payable to Goldman Sachs. Insilco Corporation July 10, 1997 Page Two It is our mutual understanding that the third paragraph of the Engagement Letter relating to our opinion as to the fairness of financial consideration does not apply to the Transactions. At your request, however, we will undertake an analysis to enable us to render our view as to whether we are highly confident that the Securities Offering can be accomplished. The nature and scope of our investigation, as well as the scope, form and substance of our view, shall be such as we consider appropri- ate. If requested we will provide our view in written form. In addition, the Company shall offer Goldman Sachs the right to act as lead manager or agent in connection with the Securities Offering; and the Company shall discuss with Goldman Sachs the appropriateness of using our services as lead arranger, syndi- cation agent and/or underwriter in connection with the Bank Loan. If Goldman Sachs agrees to act in any such capacity, the Company and Goldman Sachs will enter into an appropriate form of underwriting, placement agency, engagement or other agree- ment relating to the type of transaction involved and contain- ing customary terms and conditions, including customary fee provisions and provisions relating to our indemnity. However, unless specifically covered by a separate agreement setting forth such arrangement, the provisions in Annex A to the Engagement Letter shall apply to each such transaction, subject to the qualifications set forth in the twelfth paragraph of the Engagement Letter. The Company acknowledges that this letter agreement is neither an expressed nor an implied commitment by Goldman Sachs to act in any capacity in any such transaction or to purchase or place any securities in connection therewith, which commitment shall only be set forth in a separate applica- ble type of agreement. In connection with engagements such as this it is our firm pol- icy to receive indemnification. The Company agrees that the provisions with respect to our indemnity and other matters set forth in Annex A of the Engagement Letter shall apply to our engagement pursuant to this letter and any matter contemplated thereby, subject to the qualifications set forth in the twelfth paragraph of the Engagement Letter. Our services hereunder will terminate effective upon the con- summation of the Transactions and payment of the advisory fee set forth above. If the Transactions are not consummated, our services may be terminated by you or us at any time with or without cause effective upon receipt of written notice to that effect. However, we will be entitled to the advisory fee set forth above in the event that at any time prior to the expiration of two years after such termination an agreement is entered into with respect to a tender offer, or a transaction of the type contemplated by the Transactions collectively, which is eventually consummated. The Engagement Letter shall remain in effect with respect to the transactions contemplated thereby. It is understood, however, that the Company and Goldman Sachs shall discuss an appropriate fee to be paid thereunder in the event that any such fee becomes payable. Insilco Corporation July 10, 1997 Page Three Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this letter, which shall become a binding agreement upon our receipt. Very truly yours, Confirmed: /s/ Goldman, Sachs & Co. _________________________ (GOLDMAN, SACHS & CO.) INSILCO CORPORATION /s/ Robert L. Smialek By:_______________________ Name: Title: 21 July, 1997 Date:_____________________ [Letterhead of Goldman, Sachs & Co.] PERSONAL AND CONFIDENTIAL July 10, 1997 Robert L. Smialek Chairman, President and CEO Insilco Corporation 425 Metro Place North 5th Floor Dublin, Ohio 43017 Dear Bob: We refer to the engagement letter dated November 27, 1996 as amended by letter dated July 10, 1997 between Insilco Corpora- tion (the "Company") and Goldman, Sachs & Co. ("Goldman Sachs") regarding the engagement of Goldman Sachs to provide advice to the Company in connection with certain transactions described therein (the "Engagement Letter"). We understand that the Company also intends to repurchase certain of its outstanding shares of common stock by means of a repurchase (the "Repurchase") of such shares from Water Street Corporate Recovery Fund I, LP and Robert L. Smialek and a tender offer (the "Tender Offer") to shareholders of the Company. This letter is intended to confirm certain mutual understandings with respect to our acting as your exclusive financial advisor in connection with certain services related to the Tender Offer and the Repurchase. We will charge a transaction fee of $200,000 for advice in con- nection with the Tender Offer and the Repurchase. The transaction fee of $200,000 shall be payable in cash upon the consummation of the Tender Offer. We hereby confirm our mutual understanding that the Tender Offer and the Repurchase shall be governed by the terms of the Engagement Letter to the extent applicable and that, except as provided therein and herein, no additional fees in respect of the Repurchase and the Tender Offer shall be payable to Goldman Sachs. It is our mutual understanding that the third paragraph of the Engagement Letter relating to our opinion as to the fairness of financial consideration does not apply to the Tender Offer and the Repurchase. In connection with engagements such as this it is our firm pol- icy to receive indemnification. The Company agrees that the provisions with respect to our indemnity and other matters set forth in Annex A of the Engagement Letter shall apply to our engagement pursuant to this letter and any Insilco Corporation July 10, 1997 Page Two matter contemplated thereby, subject to the qualifications set forth in the twelfth paragraph of the Engagement Letter. Our services hereunder will terminate effective on the consum- mation of the Tender Offer and the payment of the transaction fee set forth above. If the Tender Offer is not consummated, our services may be terminated by you or us at any time with or without cause effective upon receipt of written notice to that effect. However, we will be entitled to the transaction fee set forth above in the event that at any time prior to the expiration of two years after such termination an agreement is entered into with respect to the Tender Offer, or a transaction of the type contemplated by the Repurchase or the Tender Offer, which is eventually consummated. The Engagement Letter shall remain in effect with respect to the transactions contemplated thereby. It is understood, however, that the Company and Goldman Sachs shall discuss an appropriate fee to be paid thereunder in the event that any such fee becomes payable. Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this letter, which shall become a binding agreement upon our receipt. Very truly yours, Confirmed: /s/ Goldman, Sachs & Co. _____________________________ (GOLDMAN, SACHS & CO.) INSILCO CORPORATION /s/ Robert L. Smialek By:_______________________ Name: Title: 21 July, 1997 Date:_____________________ -----END PRIVACY-ENHANCED MESSAGE-----