-----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, HmM1kHhz8fvYkThOU2ZeuKnfbDCc7BorvlUqhoZzMqrH/h9CQgCRCm8TxYNdHHij PjU2NKxmYm55N9Mma9YEXg== 0000950130-97-005184.txt : 19971124 0000950130-97-005184.hdr.sgml : 19971124 ACCESSION NUMBER: 0000950130-97-005184 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971121 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: SEC FILE NUMBER: 005-44625 FILM NUMBER: 97726080 BUSINESS ADDRESS: STREET 1: 425 METRO PL N STE 500 STREET 2: STE 500 CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: 6147920468 MAIL ADDRESS: STREET 1: 425 METRO PLACE NORTH STREET 2: FIFTH FLOOR SUITE 500 CITY: DUBLIN STATE: OH ZIP: 43017 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 AMENDMENT NO. 8 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) 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) November 13, 1997 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 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: / /. Page 1 of 7 pages 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 8 Shared Voting Power Owned By 1,847,878 Each 9 Sole Dispositive Power Reporting -0- Person 10 Shared Dispositive Power With 1,847,878 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,847,878 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row (11) 44.6% 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 8 Shared Voting Power Owned By 1,847,878 Each 9 Sole Dispositive Power Reporting 334 Person 10 Shared Dispositive Power With 1,847,878 11. Aggregate Amount Beneflcially Owned by Each Reporting Person 1,848,212 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row (11) 44.6% 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 8 Shared Voting Power Owned By 1,847,878 Each 9 Sole Dispositive Power Reporting -0- Person 10 Shared Dispositive Power With 1,847,878 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,847,878 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row (11) 44.6% 14. Type of Reporting Person BD; PN; IA PAGE 4 OF 7 PAGES AMENDMENT NO. 8 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")* hereby file this Amendment No. 8 (this "Amendment No. 8") 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. 7 thereto dated August 14, 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 Schedule 13D. This Amendment No. 8 is being filed to report a decrease in the percentage of the outstanding shares of Common Stock beneficially owned by the Reporting Persons, which change resulted solely from an increase in the number of shares of Common Stock outstanding. - ------------- * 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 Item 4 is hereby amended as follows: ITEM 4. PURPOSE OF TRANSACTION. As of the date hereof, Water Street has no current plans or proposals which relate or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D. Each of the Reporting Persons, however, expects to evaluate on an ongoing basis the Company's financial condition, business, operations and prospects and their interest in, and intentions with respect to, the Company. Accordingly, each of the Reporting Persons reserves the right to change its plans and intentions at any time, as it deems appropriate, to acquire further shares of Common Stock or other securities of the Company, to sell or otherwise dispose of all or any part of the Common Stock beneficially owned by them, or to take any other action with respect to the Company or any of its debt or equity securities in any manner permitted by law. To the knowledge of the Reporting Persons, each of the persons listed on Schedule I hereto may make the same evaluation and may make the same reservation. Item 5 is hereby amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, Water Street beneficially owns an aggregate of 1,847,878 shares of Common Stock, including 64,000 shares of Common Stock issuable upon the exercise of options (32,000 shares at an exercise price of $17 per share and 32,000 shares at an exercise price of $30 per share). Such options were issued pursuant to the Company's nonemployee director stock incentive plan. Based upon the foregoing, Water Street beneficially owns approximately 44.6% of the Common Stock reported by the Company to be outstanding as of November 10, 1997 (as disclosed in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997). As of the date hereof, GS Group owns an aggregate of 334 shares of Common Stock and, in addition, each of GS Group and Goldman Sachs may be deemed to be the beneficial owner of the 1,847,878 shares of Common Stock, including the 64,000 shares of Common Stock issuable upon the exercise of options, owned by Water Street, representing in the aggregate approximately 44.6% of the outstanding Common Stock. Each of GS Group and Goldman Sachs disclaims beneficial ownership of the shares of Common Stock held by Water Street to the extent the partnership interests in Water Street are held by persons other than GS Group, Goldman Sachs or their affiliates. To the knowledge of the Reporting Persons, each of the persons listed on Schedule I owns 167 shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership with respect to such shares. (c) No transactions in the Common Stock were effected by Filing Persons, or, to the knowledge of any of the Filing Persons, any of the persons listed on Schedule I hereto, during the sixty-day period from September 14, 1997 through November 18, 1997. PAGE 6 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 statement is true, complete and correct. WATER STREET CORPORATE RECOVERY FUND I, L.P. By: Goldman, Sachs & Co., its general partner By: /s/ Richard A. Friedman ----------------------- Name: Richard A. Friedman Title: Managing Director GOLDMAN, SACHS & CO. By: /s/ Richard A. Friedman ----------------------- Name: Richard A. Friedman Title: Managing Director THE GOLDMAN SACHS GROUP, L.P. By: The Goldman Sachs Corporation, its general partner By: /s/ Richard A. Friedman ----------------------- Name: Richard A. Friedman Title: Executive Vice President Dated: November 21, 1997 PAGE 7 OF 7 PAGES -----END PRIVACY-ENHANCED MESSAGE-----