Exhibit 8
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this "Agreement"), dated as
of July 10, 1997, by and between Insilco Corporation, a
Delaware corporation (the "Company"), and Water Street
Corporate Recovery Fund I, L.P., a Delaware limited partnership
("Water Street").
WHEREAS, the Company desires to purchase up to
5,714,284 shares of Common Stock, par value $.001, of the
Company (the "Shares"), constituting 59.7% of the outstanding
Shares;
WHEREAS, Water Street owns 5,802,494 Shares,
constituting 60.6%of the outstanding Shares;
WHEREAS, the Company intends, within one business day
from the date hereof, to commence a tender offer to purchase up
to 2,857,142 Shares at a purchase price of $38.50 per Share in
cash in all material respects on the terms of the draft Tender
Offer Statement on Schedule 13E-4 delivered to Water Street on
the date hereof (the "Offer");
WHEREAS, the Company desires to purchase from Water
Street and Water Street desires to sell to the Company
2,805,194 Shares (the "Initial Shares") at a purchase price of
$38.50 per Share in cash pursuant to this Agreement;
WHEREAS, on March 5, 1997, the Company sold its
Rolodex office products business (the "Rolodex Sale") for gross
proceeds of $117 million;
WHEREAS, the Board of Directors of the Company
adopted a plan of partial liquidation with respect to a
distribution of the proceeds of the Rolodex Sale and filed a
Form 966 with the Internal Revenue Service with respect
thereto; and
WHEREAS, immediately upon receipt of the proceeds of
the Rolodex Sale, the Company deposited $110 million of such
proceeds (the "Rolodex Proceeds") into a separate bank account,
Link DDA Account, account no. 4072-3545, Citibank, New York
(the "Link Account"), from which account the Rolodex Proceeds
were then deposited into CUSA FAO Insilco Corp. Cash Collateral
Custody Account, account no. 846-881, Citibank, Tampa (the
"Rolodex Proceeds Account").
WHEREAS, on the date hereof the Company has entered
into an agreement with Xxxxxx X. Xxxxxxx (the "Xxxxxxx Stock
Purchase Agreement") pursuant to which the Company is
purchasing 51,948 Shares on substantially the same terms and
conditions as this Agreement.
NOW, THEREFORE, in consideration of the foregoing and
intending to be legally bound hereby, the parties hereto hereby
agree as follows:
ARTICLE 1
PURCHASE AND SALE OF THE SHARES
Section 1.1. The Purchase. On the terms and
subject to the conditions of this Agreement, Water Street
hereby sells, transfers and conveys the Initial Shares to the
Company, and the Company hereby purchases the Initial Shares
from Water Street, at a purchase price of $38.50 per Share for
an aggregate purchase price of $107,999,969 (the "Purchase
Price"). Water Street, concurrently with the execution hereof,
is delivering to the Company certificates representing the
Initial Shares together with stock powers duly executed in
blank (the "Stock Powers").
Section 1.2. Payment. On the terms and subject to
the conditions of this Agreement, in consideration for the sale
of the Initial Shares, concurrently with the execution hereof
the Company is paying the Purchase Price to Water Street solely
out of the Rolodex Proceeds by delivery to Water Street of a
cashiers check drawn on the Link Account payable to the order
of Water Street in the amount of $107,999,969.
ARTICLE 2
REPRESENTATIONS
Section 2.1. Representations of the Company. The
Company hereby represents and warrants to Water Street that:
(a) The Company has all requisite corporate power
and authority to enter into this Agreement and to consummate
the transactions contemplated hereby.
(b) The execution and delivery by the Company of
this Agreement, and the consummation by the Company of the
transactions contemplated hereby, have been duly authorized by
all necessary corporate action on the part of the Company.
(c) This Agreement has been duly executed and
delivered by the Company and constitutes a valid and binding
obligation of the Company enforceable against the Company in
accordance with its terms.
(d) At all times prior to the payment of the
Purchase Price referred to in Section 1.2, both the Rolodex
Proceeds Account and the Link Account contained only the
Rolodex Proceeds and interest earned thereon that had not yet
been withdrawn by the Company. No distributions have been made
out of the Rolodex Proceeds Account other than to the Link
Account, and no distributions have been made out of the Link
Account other than (i) pursuant to this Agreement or the
Xxxxxxx Stock Purchase Agreement, or
(ii) to withdraw from time to time the interest earned on the
Rolodex Proceeds. The Purchase Price is being paid solely out
of the Rolodex Proceeds.
(e) The Company intends to commence the Offer on the
business day immediately following the date hereof.
Section 2.2. Representations of Water Street.
Water Street hereby represents and warrants to the Company
that:
(a) Water Street has all requisite power and
authority to enter into this Agreement and to consummate the
transactions contemplated hereby.
(b) The execution and delivery by Water Street of
this Agreement, and the consummation by Water Street of the
transactions contemplated hereby, have been duly authorized by
all necessary partnership action on the part of Water Street.
(c) This Agreement has been duly executed and
delivered by Water Street and constitutes a valid and binding
obligation of Water Street enforceable against Water Street in
accordance with its terms.
(d) Water Street owns the Initial Shares, and is
conveying the Initial Shares to the Company, free and clear of
any lien, pledge, security interest or other encumbrance
whatsoever (collectively, "Liens").
(e) Water Street does not currently intend to sell,
transfer, assign, pledge, distribute or otherwise dispose of
any of the Shares beneficially owned by it on the date hereof,
other than pursuant to this Agreement or the Offer.
ARTICLE 3
COVENANTS
Section 3.1. Maintenance of Rolodex Proceeds. No
later than the next business day following the receipt thereof,
Water Street shall deposit the Purchase Price in a new account
at Citibank, New York, account no. 00000000 (the "Water Street
Account"), and shall maintain such funds, together with all
interest actually earned thereon, in the Water Street Account
(and no other money shall be deposited in such account) until
the earlier of (x) the first date on which the Company pays for
Shares tendered in the Offer (the "Payment Date") or (y) the
date on which Water Street returns the Purchase Price to the
Company pursuant to Section 3.5(a).
Section 3.2. Offer; Agreement Not to Tender. (a)
The Offer shall be for not more than 2,857,142 Shares at a
purchase price of $38.50 per Share and shall be in all material
respects on the terms of the draft Tender Offer Statement on
Schedule 13E-4 delivered to Water Street on the date hereof.
(b) Water Street shall tender no more than 960,577
Shares in the Offer.
(c) The Company shall not (i) accept for purchase or
purchase more than 2,857,142 Shares in the Offer (including in
connection with odd lot purchases), nor (ii) pay more than
$38.50 per Share, nor (iii) extend the Offer past 45 days from
the date of its commencement, unless the Company and Water
Street shall first have entered into a written agreement
amending this Agreement with respect thereto.
Section 3.3. Interest Payment. If the Company
purchases Shares in the Offer, Water Street shall, on the
Payment Date, pay to the Company, by wire transfer of
immediately available funds, all interest actually earned on
the Purchase Price from and including the date of its deposit
in the Water Street Account up to the Payment Date.
Section 3.4. Rescission. If the Offer expires or
terminates without any Shares having been purchased therein,
the purchase and sale of the Initial Shares pursuant to this
Agreement shall automatically, and without any further action
by any party, be rescinded (the "Rescission"). The Company
shall promptly notify Water Street in writing of the
Rescission.
Section 3.5. Effect of Rescission. If there is a
Rescission, then on the business day immediately following
receipt by Water Street of written notice of the Rescission:
(a) Water Street shall return to the Company the
Purchase Price, together with all interest actually earned
thereon from and including the date of its deposit in the Water
Street Account up to the date of such return, by wire transfer
of immediately available funds from the Water Street Account to
the Link Account; and
(b) the Company shall return to Water Street the
certificates representing the Initial Shares, together with the
Stock Powers, free and clear of all Liens, other than Liens
created by Water Street.
Section 3.6. Confirmation of Intent. Water Street
will confirm to the Company in writing immediately prior to the
Company's acceptance for payment of Shares in the Offer that it
does not at that time have a current intention to sell,
transfer, assign, pledge, distribute or otherwise dispose of
any of the Shares beneficially owned by it on the date hereof
(except for the Initial Shares), other than pursuant to the
Offer.
ARTICLE 4
MISCELLANEOUS
Section 4.1. Governing Law. This Agreement shall
be construed in accordance with and governed by the laws of the
State of New York applicable to agreements made and to be
performed wholly within such jurisdiction.
Section 4.2. Severability. If any provision of
this Agreement is invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other
provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any
adverse manner to any party. Upon such determination that any
provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner so that the
transactions contemplated hereby are fulfilled to the greatest
extent possible.
Section 4.3. Counterparts; Facsimile Signatures.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all of
which together shall constitute but one and the same agreement.
Delivery of a photocopy or transmission by telecopy of a signed
signature page of this Agreement shall constitute delivery of
such signed signature page.
Section 4.4. Notice. All notices and other
communications required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been
validly given, made or served on the date of delivery, if
delivered personally or by telecopier, or on the day after
having been sent by overnight courier, or seven days after
having been sent by registered or certified mail, return
receipt requested, postage prepaid, to the other party to this
Agreement at the following address or to such other address as
such party shall specify by notice to the other party:
(a) If to the Company, addressed to:
Insilco Corporation
000 Xxxxx Xxxxx X.
Xxxxx Xxxxx
Xxxxxx, Xxxx 00000
Attention: Vice President and
General Counsel
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with a copy to
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(b) If to Water Street, addressed to:
Water Street Corporate Recovery Fund I, L.P.
c/o Goldman Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with a copy to:
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Section 4.5. Exclusive Agreement. This Agreement
constitutes the sole understanding of the parties with respect
to the subject matter hereof and any verbal or written
communication between the parties prior to the adoption of this
Agreement shall be deemed merged herein and of no further force
or effect.
IN WITNESS WHEREOF, the parties have executed this
Agreement and caused the same to be duly delivered on their
behalf as of the day and year first written above.
INSILCO CORPORATION
By: /s/ Xxxxxxx X. Xxxx
_______________________________
Name: Xxxxxxx X. Xxxx
Title: Vice President
WATER STREET RECOVERY FUND I, L.P.
By: XXXXXXX, XXXXX & CO., its General
Partner
By: /s/ Xxxxxxx X. X'Xxxxx
_______________________________
Name: /s/ Xxxxxxx X. X'Xxxxx
Title: Managing Director
