-----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, MA/4x5IZ1aTCqRj6z00U4CERQ+c8ShPHYrTeOxHEd1HUlMQGIsl65iW6BgJb1ekV +JlywcqskX1D6GbQ5PUDoA== 0001072613-00-000613.txt : 20000515 0001072613-00-000613.hdr.sgml : 20000515 ACCESSION NUMBER: 0001072613-00-000613 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSILCO CORP/DE/ CENTRAL INDEX KEY: 0000863204 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 060635844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-71947 FILM NUMBER: 629848 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 424B3 1 PROSPECTUS SUPPLEMENT ================================================================================ 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 --------------------------------- RECENT DEVELOPMENTS - ------------------- 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. --------------------------------- 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 ================================================================================ ================================================================================ 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 -------- ------- ---------- (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) ================================================================================ 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 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: May 4, 2000 By: /s/ MICHAEL R. ELIA -------------------------- Michael R. Elia Senior Vice President, Chief Financial Officer, Treasurer and Secretary 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99 (a) Press release of Insilco Holding Co. issued May 4, 2000. 4 PRESS RELEASE [INSILCO LOGO] EXHIBIT 99 (A) -------------- Excellence in Electronics, Telecommunications and Automotive Components ================================================================================ NEWS RELEASE ================================================================================ 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. -more- 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. -more- 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. ---------------------- TABLES TO FOLLOW INSILCO HOLDING CO. Condensed Consolidated Statements of Operations (Unaudited) (Amounts in millions except per share data) FOR THE QUARTER ENDED Actual March 31, ---------------- 2000 1999 ------ ------ 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 ------ ------ 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 ------ ------ Income (loss) before income taxes, discontinued operations and extraordinary item 1.0 (1.1) Income tax (expense) benefit (0.6) 0.6 ------ ------ Net income (loss) before discontinued operations 0.4 (0.5) Income (loss) from discontinued operations, net of tax 40.2 (0.5) ------ ------ Net income (loss) 40.6 (1.0) Preferred stock dividend (1.6) (1.4) ------ ------ Net income (loss) available to common $ 39.0 $ (2.4) ====== ====== Regular cash dividend from Thermalex $ -- $ 2.9 ====== ====== Earnings before other income, interest, taxes, depreciation, amortization, and one-time items, plus regular cash dividend from Thermalex $ 19.6 $ 16.8 ====== ====== Capital expenditures $ (3.5) $ (3.1) ====== ====== Income (loss) per share available to common $25.43 $(1.50) ====== ====== INSILCO HOLDING CO. (Unaudited) (Amounts in millions) SUPPLEMENTAL SEGMENT DATA Quarter Ended March 31, -------------------------- 2000 1999 -------- -------- SALES - ----- Industrial Businesses: Technologies Group $ 78.4 $ 55.4 Automotive Components 63.0 56.9 -------- -------- Total Industrial Businesses 141.4 112.3 Other -- 8.1 -------- -------- Total Sales $ 141.4 $ 120.4 ======== ======== EBITDA - ------ Industrial Businesses: Technologies Group $ 11.7 $ 7.0 Automotive Components 8.9 8.2 -------- -------- Total Industrial Businesses 20.6 15.2 Other -- 0.7 Unallocated Corporate (1.0) (2.0) Regular Thermalex Cash Dividend -- 2.9 -------- -------- Total EBITDA $ 19.6 $ 16.8 ======== ======== SALES GROWTH VS. PRIOR YEAR - --------------------------- Industrial Businesses: Technologies Group 41.5% Automotive Components 10.7% -------- Total Industrial Businesses 25.9% Other -------- Total Sales 17.4% ======== EBITDA % OF SALES - ----------------- Industrial Businesses: Technologies Group 14.9% 12.6% Automotive Components 14.1% 14.4% -------- -------- Total Industrial Businesses 14.6% 13.5% Other 8.6% -------- -------- Total EBITDA 13.9% 14.0% ======== ======== INSILCO HOLDING CO. Condensed Consolidated Balance Sheets (Unaudited) (Amounts in millions) March 31, March 31, December 31, 2000 1999 1999 -------- -------- -------- ASSETS ------ 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 -------- -------- -------- 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 -------- -------- -------- Total assets $ 445.7 $ 318.5 $ 322.0 ======== ======== ======== LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- 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 -------- -------- -------- 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) -------- -------- -------- Total liabilities and stockholders' deficit $ 445.7 $ 318.5 $ 322.0 ======== ======== ======== -----END PRIVACY-ENHANCED MESSAGE-----