-----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, QZ9SPX0GxiFZoWzR0NMzTGiFTpeGVfEYDKKXnTs3cFACCVEw50SF82WjXYmWiYCH HhVQdhCQu+cjlYtgHI3jYg== 0000898822-98-000634.txt : 19980616 0000898822-98-000634.hdr.sgml : 19980616 ACCESSION NUMBER: 0000898822-98-000634 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980615 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: 98648409 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 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. 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) 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) June 8, 1998 ------------------------------------------------------------------- (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 9 - ------------------- 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 1,863,878 ---------------------------------------------------------- Each 9. SOLE DISPOSITIVE POWER Reporting -0- ---------------------------------------------------------- Person 10. SHARED DISPOSITIVE POWER With 1,863,878 - --------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,863,878 - ------------------------------------------------------------------- 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 9 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 1,863,878 ---------------------------------------------------------- Each 9. SOLE DISPOSITIVE POWER Reporting 334 ---------------------------------------------------------- Person 10. SHARED DISPOSITIVE POWER With 1,863,878 - --------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,864,212 - ------------------------------------------------------------------- 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 9 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 1,863,878 ---------------------------------------------------------- Each 9. SOLE DISPOSITIVE POWER Reporting -0- ---------------------------------------------------------- Person 10. SHARED DISPOSITIVE POWER With 1,863,878 - --------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,863,878 - ------------------------------------------------------------------- 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 0F 9 PAGES AMENDMENT NO. 11 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. 11 (this "Amendment No. 11") 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. 10 thereto dated April 6, 1998 (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. This Amendment No. 11 is being filed to report that Water Street, the Company and Merger Sub entered into Amendment No. 1 to the Voting Agreement, dated as of June 8, 1998 ("Amendment No. 1 to the Voting Agreement"), to increase the price per share for Merger Sub to exercise the Option to purchase all (but not less than all) of the Water Street Securities from $44.50 to $45.00. Amendment No. 1 to the Voting Agreement was entered into in connection with the execution of Amendment No. 1 to the Merger Agreement, dated as of June 8, 1998, among the Company, Existing Sub and Merger Sub ("Amendment No. 1 to the Merger Agreement"), which provides that, among other things, the shareholders of the Company will receive in exchange for each share of Common Stock $43.48 in cash and 0.03378 shares of retained stock in the surviving corporation. This Amendment No. 11 is also being filed to report that Water Street beneficially owns approximately 45.2% of the Common Stock reported by the Company to be outstanding as of May 12, 1998 in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented as follows: As described in Item 6 of this Amendment No. 11, (i) on June 8, 1998, the Company, Existing Sub and Merger Sub entered into Amendment No. 1 to the Merger Agreement and (ii) on June 8, 1998, Water Street, the Company and Merger Sub entered into Amendment No. 1 to the Voting Agreement. In a press release issued by the Company on June 8, 1998, the Company reported that the Merger Agreement had been amended so that the shareholders of the Company will receive in exchange for each share of Common Stock $43.48 in cash and 0.03378 shares of retained stock in the surviving corporation. Pursuant to Amendment No. 1 to the Voting Agreement and in connection with Amendment No. 1 to the Merger Agreement, the price per share for Merger Sub to exercise the Option to purchase all (but not less than all) of the Water Street Securities has been increased from $44.50 to $45.00. - ------------------------------------ * 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 9 PAGES The foregoing summary of Amendment No. 1 to the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the text of such Amendment No. 1, which is filed as Exhibit 14 hereto and incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(a) is hereby amended and restated as follows: (a) As of the date hereof, Water Street beneficially owns an aggregate of 1,863,878 shares of Common Stock. Based upon the foregoing, Water Street beneficially owns approximately 45.2% of the Common Stock reported by the Company to be outstanding as of May 12, 1998 in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998. 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 1,863,878 shares of Common Stock beneficially owned by Water Street, representing in the aggregate approximately 45.2% 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. Item 5(c) is hereby amended and supplemented as follows: (c) As further described in Item 4 hereof, Water Street, the Company and Merger Sub entered into Amendment No. 1 to the Voting Agreement to increase the price per share for Merger Sub to exercise the Option to purchase all (but not less than all) of the Water Street Securities from $44.50 to $45.00. The summary of Amendment No. 1 to the Voting Agreement contained in this Amendment No. 11 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the text of such Amendment No. 1, which is filed as Exhibit 14 hereto and incorporated herein by reference. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended and supplemented as follows: As discussed in Item 4 of this Amendment No. 11, Water Street, the Company and Merger Sub entered into Amendment No. 1 to the Voting Agreement to increase the price per share for Merger Sub to exercise the Option to purchase all (but not less than all) of the Water Street Securities from $44.50 to $45.00. The summary of Amendment No. 1 to the Voting Agreement contained in this Amendment No. 11 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the text of such Amendment No. 1, which is filed as Exhibit 14 hereto and incorporated herein by reference. PAGE 6 OF 9 PAGES ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and supplemented by adding thereto the following: (14) Amendment No. 1 to Voting Agreement, dated as of June 8, 1998, among the Company, Merger Sub and Water Street. PAGE 7 OF 9 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: June 15, 1998 PAGE 8 OF 9 PAGES INDEX TO EXHIBITS Exhibit No. Exhibit Page (14) Amendment No. 1 to Voting Agreement, dated as of June 8, 1998, among the Company, Merger Sub and Water Street. PAGE 9 OF 9 PAGES EX-99 2 EXHIBIT 14 - VOTING AGREEMENT AMENDMENT Exhibit 14 June 8, 1998 Silkworm Acquisition Corporation 277 Park Avenue New York, NY 10172 Attention: Thompson Dean Insilco Corporation 425 Metro Place North Dublin, Ohio 43017 Attention: General Counsel Gentlemen: We understand that Silkworm Acquisition Corporation ("Silkworm"), Insilco Corporation ("Insilco") and Insilco Holding Co. are amending the Agreement and Plan of Merger Agreement between such parties dated as of March 24, 1998 (the "Merger Agreement") pursuant to Amendment No. 1 attached hereto as Exhibit A to this letter (the "Amendment"). We hereby agree: (i) references to the Merger Agreement in the Voting Agreement dated as of March 24, 1998 among Insilco, Silkworm and us (the "Voting Agreement"), mean the Merger Agreement, as amended by the Amendment and (ii) the amount of "$44.50" in the second sentence of the second paragraph of paragraph 1 of the Voting Agreement is amended to be "$45.00". The Voting Agreement, as amended by the foregoing, remains in full force and effect. Very truly yours, 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 Accepted and agreed as of the date first above written: SILKWORM ACQUISITION CORPORATION By: /s/ Thompson Dean Name: Thompson Dean Title: INSILCO CORPORATION By: /s/ Kenneth H. Koch Name: Kenneth H. Koch Title: Vice President Exhibit A AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT dated as of June 8, 1998 among INSILCO CORPORATION, a Delaware corporation ("INSILCO" or the "COMPANY"), INSILCO HOLDING CO., a Delaware corporation (formerly known as INR Holding Co.) ("EXISTINGSUB") and SILKWORM ACQUISITION CORPORATION, a Delaware corporation ("MERGERSUB"). WHEREAS, the Company, ExistingSub and MergerSub have previously entered into an Agreement and Plan of Merger (as amended hereby, the "MERGER AGREEMENT") dated as of March 24, 1998, providing for the merger of MergerSub with and into ExistingSub; and WHEREAS, the Company, ExistingSub and MergerSub desire to amend the Merger Agreement as set forth herein. NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. REFERENCES. Unless otherwise specifically defined herein, each term used herein which is defined in the Merger Agreement has the meaning assigned to such term in the Merger Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Merger Agreement shall from and after the effective date of this Amendment refer to the Merger Agreement as amended hereby, except in any instance in the Merger Agreement where any such reference relates to the date of the execution of the Merger Agreement in which instance such reference shall relate to the Merger Agreement, as unamended hereby. SECTION 2. AMENDMENTS. The Merger Agreement is hereby amended as follows: (a) The reference in Section 1.02(e)(iv)(A) to the number "0.03419" is replaced with "0.03378". (b) The reference in Section 1.02(e)(iv)(B) to the number "$42.97" is replaced with "$43.47". (c) The references in Sections 1.05(a), 5.04(c) and 7.05 to the number "$44.50" are replaced with "$45.00". (d) The reference in Section 1.06(b) to the number "$44.49" is replaced with "$44.99". (e) The reference in Section 4.08 to the number "$54,999,997.50" is replaced with "$54,999,990.00". (f) The reference in Section 4.08 to the number " 1,235,955" is replaced with "1,222,222". (g) The reference in Section 4.08 to the number "111,347" is replaced with "110,453". SECTION 3. COUNTERPARTS; EFFECTIVENESS. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment or have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. INSILCO CORPORATION By:/s/ Robert L. Smialek ------------------------------- Name: Robert L. Smialek Title: Chairman & CEO INSILCO HOLDING CO. By: /s/ Kenneth H. Koch ------------------------------- Name: Kenneth H. Koch Title: Vice President & General Counsel SILKWORM ACQUISITION CORPORATION By: /s/ Thompson Dean ------------------------------- Name: Thompson Dean Title: -----END PRIVACY-ENHANCED MESSAGE-----