8-K 1 form8-k_12519.txt INSILCO HOLDING CO. FORM 8-K ================================================================================ 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: February 27, 2004 INSILCO HOLDING CO. -------------------------------------------------------------------------------- (Exact Name of Registrant as specified in its charter) Delaware 0-24813 06-1158291 -------- ------- ---------- (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation or organization) Identification Number) c/o Carol Stebbins 18 North Main Street Mount Vernon, OH 43050 (740) 393-3339 -------------------------------------------------- (Address, including zip code, and telephone number including area code of Registrant's principal executive offices) ================================================================================ ITEM 5. OTHER EVENTS. On December 16, 2002, Insilco Holding Co., a Delaware corporation ("Holdings"), the parent Company of Insilco Technologies, Inc., a Delaware corporation ("Insilco"), Insilco and seven of Insilco's subsidiaries, Insilco International Holding, Inc., a Delaware corporation, Precision Cable Mfg. Co. Inc., a Texas corporation, Stewart Stamping Corporation, a Delaware corporation, InNet Technologies, Inc., a California corporation, Stewart Connector Systems, Inc. a Pennsylvania corporation, Eyelets For Industry, Inc., a Connecticut corporation, and its subsidiary EFI Metal Forming, Inc., a Connecticut corporation and Signal Transformer Co., Inc., a Delaware corporation and its subsidiary Signal Caribe, Inc., a Delaware corporation, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware, Case No. 02-13672. Pursuant to the procedure prescribed in Staff Legal Bulletin No. 2, on December 20, 2002, Holdings sought a no-action position from the Staff of the Commission that would permit Holdings to file, under cover of a Current Report on Form 8-K, its periodic financial reports filed with the Bankruptcy Court, as well as other information concerning developments in its bankruptcy proceedings in lieu of filing its annual and quarterly reports under the Securities Exchange Act of 1934. Holdings would continue to comply with all other requirements of the Exchange Act, including (but not limited to) Section 14A regarding the solicitation of proxies. The Staff granted the no-action position request on March 18, 2003. Therefore, in conformity with the provisions of Staff Legal Bulletin No. 2, Holdings files herewith its financial report, for the period ended January 31, 2004, filed with the Bankruptcy Court on February 27, 2004 (the "Report"). THE REPORT CONTAINS FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION THAT HAVE NOT BEEN AUDITED OR REVIEWED BY INDEPENDENT ACCOUNTANTS, ARE NOT PRESENTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FUTURE RECONCILIATION AND ADJUSTMENTS. THE FINANCIAL INFORMATION INCLUDED IN THIS REPORT IS ONLY REPRESENTATIVE OF THE FILING COMPANIES AS LISTED ABOVE. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. EXHIBIT NO. DESCRIPTION 99 (a) Transmittal of Financial Reports with Operating Requirements for the period ended January 31, 2004. 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 HOLDING CO. ------------------------------- Registrant Date: February 27, 2004 By: /s/ Carol G. Stebbins --------------------------- Carol G. Stebbins President 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99 (a) Transmittal of Financial Reports with Operating Requirements for the period ended January 31, 2004. 4