-----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, B/EJ+959C4A4HYMFPpY4c4FS/lGag1lLBQcHkzWRzele33lqQ3xsXwHmWv6RF1nt lJeVgA0hJ6n+iTReZZOZfA== 0000950152-98-008235.txt : 19981021 0000950152-98-008235.hdr.sgml : 19981021 ACCESSION NUMBER: 0000950152-98-008235 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981015 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981020 SROS: NONE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-22098 FILM NUMBER: 98728043 BUSINESS ADDRESS: STREET 1: 425 METRO PL N STE 500 STREET 2: FIFTH FL 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 8-K 1 INSILCO CORPORATION 1 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: OCTOBER 15, 1998 INSILCO CORPORATION (Exact Name of Registrant as specified in its charter) Delaware 0-22098 06-0635844 -------- ------- ---------- (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation or organization) Identification Number) 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) 2 ITEM 5. OTHER EVENTS. On October 15, 1998 Insilco Corporation, (the "Company") announced that it has launched a Consent Solicitation to the holders of its 10.25% Senior Subordinated Notes, due in 2007, requesting the waiver of certain rights contained in the Note indenture dated August 12, 1997. Following Insilco's change of control on August 17, 1998, the Company was required to make, and has commenced an offer to purchase the outstanding Notes at a price of 101% of the principal amount, plus accrued and unpaid interest. Insilco said that it is seeking from the holders of not more than 80% of the outstanding principal amount of the Notes consent to waive their right to tender the Notes pursuant to the offer to purchase and to agree instead to keep the notes outstanding. In exchange for the waiver, Insilco will make a cash payment of $70 per $1,000 principal amount. Holders who have given their consent must also agree not to transfer their Notes to any person or to tender their notes in connection with the offer to purchase prior to its expiration. Noteholders who have already tendered their Notes in connection with the offer to purchase may still elect to consent to the waiver and receive the cash payment if they withdraw their tender and comply with the procedures set forth in the Consent Solicitation. If consent agreements are received for more than 80% of the outstanding Notes, selection of the Notes for which Consents are to be accepted will be made by the company's Solicitation Agent, The Bank of New York, on a pro rata basis, although Insilco has the option of accepting additional consents and of accepting consents even if fewer are granted. The Consent Solicitation will expire at 5:00 PM, New York City time, on Friday, October 30, 1998, unless the Consent Solicitation is extended by the Company. The Agent for the Consent Solicitation is The Bank of New York. The Company's press release issued October 15, 1998 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 the Company issued October 15, 1998. 3 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 ------------------------------------------ Registrant Date: October 19, 1998 By: /s/ David A. Kauer ----------------------- David A. Kauer Vice President and Chief Financial Officer 4 EXHIBIT INDEX Exhibit No. Description 99 (a) Press release of the Company issued October 15, 1998. EX-99.A 2 EXHIBIT 99(A) 1 Exhibit (99)(a) Excellence in Electronics, Telecommunications, Automotive, Publishing - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE CONTACT: DAVID A. KAUER VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (614) 792-0468 INSILCO SEEKS CONSENT AND WAIVER FROM NOTEHOLDERS Offers Cash Payment for Noteholder Consent to Waive Change of Control Purchase Offer COLUMBUS, OHIO, OCTOBER 15, 1998 -- INSILCO CORPORATION (OTC BULLETIN BOARD:INSL) said today that it has launched a Consent Solicitation to the holders of its 10.25% Senior Subordinated Notes, due in 2007, requesting the waiver of certain rights contained in the Note indenture dated August 12, 1997. Following Insilco's change of control on August 17, 1998, the Company was required to make, and has commenced an offer to purchase the outstanding Notes at a price of 101% of the principal amount, plus accrued and unpaid interest. Insilco said that it is seeking from the holders of not more than 80% of the outstanding principal amount of the Notes consent to waive their right to tender the Notes pursuant to the offer to purchase and to agree instead to keep the notes outstanding. In exchange for the waiver, Insilco will make a cash payment of $70 per $1,000 principal amount. Holders who have given their consent must also agree not to transfer their Notes to any person or to tender their notes in connection with the offer to purchase prior to its expiration. Noteholders who have already tendered their Notes in connection with the offer to purchase may still elect to consent to the waiver and receive the cash payment if they withdraw their tender and comply with the procedures set forth in the Consent Solicitation. If consent agreements are received for more than 80% of the outstanding Notes, selection of the Notes for which Consents are to be accepted will be made by the company's Solicitation Agent, The Bank of New York, on a pro rata basis, although Insilco has the option of accepting additional consents and of accepting consents even if fewer are granted. The Consent Solicitation will expire at 5:00 PM, New York City time, on Friday, October 30, 1998, unless the Consent Solicitation is extended by the Company. The Agent for the Consent Solicitation is The Bank of New York. Copies of the Consent Solicitation and related materials, dated October 15, 1998, are being mailed to all Noteholders of record. A detailed explanation of the terms of the Consent Solicitation, and procedures for participating, are included in these materials. Additional copies of these materials may be obtained by calling Odell Romeo in the Reorganization Section of the Bank of New York at 212-815-6337. 2 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 serves the school yearbook market. The Company had 1997 revenues in excess of $500 million. Investor Relations Contact: David A. Kauer or Stephen Smith, (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-----