-----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, MdcUK2AEaB6bfKbwDRiqc8LpBBm81Pz1GdYWZMH9NJfcQRKIb+x0MxQ52lk9nZ75 MzSZ3efZhXyr2vbmr4H3qA== 0001072613-99-000296.txt : 19991224 0001072613-99-000296.hdr.sgml : 19991224 ACCESSION NUMBER: 0001072613-99-000296 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991220 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991223 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: 8-K SEC ACT: SEC FILE NUMBER: 333-71947 FILM NUMBER: 99779941 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 FORM 8-K DATED DECEMBER 20, 1999 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: DECEMBER 20, 1999 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) ITEM 5. OTHER EVENTS. Insilco Holding Co.'s press release issued December 20, 1999 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 December 20, 1999. 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: December 20, 1999 By: /s/ MICHAEL R. ELIA --------------------- Michael R. Elia Vice President, Chief Financial Officer, Treasurer and Secretary 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99 (a) Press release of Insilco Holding Co. issued December 20, 1999. 4 EX-99.A 2 PRESS RELEASE Exhibit 99(a) Excellence in Electronics, Telecommunications, Automotive, Publishing - -------------------------------------------------------------------------------- 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. TO SELL SPECIALTY PUBLISHING UNIT COLUMBUS, OHIO, DECEMBER 20, 1999 - INSILCO HOLDING CO. (OTC BULLETIN BOARD: INSL) announced today that it signed a definitive agreement for the sale of Taylor Publishing, its specialty publishing business unit, to a newly formed company owned by Castle Harlan Partners III, L.P. for proceeds of $93.48 million subject to adjustments for working capital and other transaction-related costs. The sale, which is expected to be completed the first quarter of 2000, is subject to certain customary conditions including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Act. David A. Kauer, Insilco President and CEO, said, "While Taylor is a fine business unit with solid prospects, the company does not fit with our long-term strategy to pursue growth in our heat exchanger and technologies businesses. As we have previously disclosed, we continue to look for opportunities to reduce our debt and refine our focus on our core business groups. Taylor Publishing has been a part of the Insilco family since the late 1960s and we appreciate the many years of hard-work and dedication provided by the associates at Taylor and wish them the best for the future." Taylor Publishing, headquartered in Dallas Texas, has been a leader in the production of school yearbooks and other commemorative books for more than 60 years. For the year ended December 31, 1998, Taylor had sales of $101 million and employed more than 1,300 associates. The statements made in this press release that are not historical facts are forward looking statements, including statements with respect to the company's ability to close the sale transaction by first quarter 2000 and the Company's ability reduce its debt load and invest in its core businesses, and as such, are subject to certain risks and uncertainties. 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 inability to obtain regulatory approval for the sale, changes in terms as a result of the buyer's completion of due diligence, 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, and adverse economic conditions. 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, 1998 and reports on 10-Q for the quarters ended March 31, June 30 and September 30, 1999. Copies of these filings may be obtained by contacting the Company or the SEC. Insilco Holding Co., 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. It had revenues in 1998 of $535.6 million. Investor Relations Contact: Michael Elia (614) 792-0468 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.investor-access.com/insilco.html. ------------------------------------------- # # # -----END PRIVACY-ENHANCED MESSAGE-----