INSILCO CORP/DE/ 4
4 · INSILCO CORP/DE/ · Filed Sep 10, 1998
Insider Transaction Report
Form 4
Transactions
- Other
Common Stock
[01]1998-08-17$1.00/sh−1,864,212$1,864,212(indirect: 02)
Footnotes (2)
- [01]On March 24, 1998, Insilco Corporation, a Delaware corporation (the "Company"), INR Holding Company, a wholly-owned subsidiary of the Company ("Existing Sub"), and Silkworm Acquisition Corporation ("Merger Sub"), entered into the Agreement and Plan of Merger (as amended, the "Merger Agreement"), which provided that, among other things, upon the terms and subject to the conditions thereof, (i) a newly formed, wholly-owned subsidiary of Existing Sub was to be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Existing Sub (the "Reorganization Merger") and (ii) immediately following the Reorganization Merger, Merger Sub was to be merged with and into Existing Sub, with Existing Sub continuing as the surviving corporation (the "Merger"). Existing Sub subsequently changed its name to Insilco Holding Corporation ("Holdings"). On August 17, 1998, the Reorganization Merger was consummated (the "Reorganization Merger Effective Time") and the Merger was consummated (the "Merger Effective Time"). Pursuant to the Merger Agreement, as a result of the Reorganization Merger and the Merger, each share of the Company's Common Stock outstanding was exchanged for $43.48 in cash and 0.03378 shares of common stock of Holdings ("Holdings Common Stock"). On August 17, 1998, the last reported sale price for Holdings Common Stock was $44.00 per share.
- [02]The Reporting Person is a managing director of Goldman Sachs International, an affiliate of The Goldman Sachs Group, L.P. ("GS Group"). GS Group is the general partner of and owns a 99% interest in Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is the sole general partner of Water Street Corporate Recovery Fund I, L.P. ("Water Street"). The securities reported herein as indirectly disposed of were disposed of and may be deemed to have been beneficially owned by GS Group and Water Street. As a result of the Merger, Water Street and GS Group no longer beneficially owns shares of the Company's Common Stock. Water Street owns, beneficially and directly, an aggregate of 62,961 shares of Holdings Common Stock and GS Group owns, beneficially and directly, an aggregate of 11 shares of Holdings Common Stock. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. Mr. Volpert resigned from the Board of Directors of the Company as of August 17, 1998.