<PAGE>   1


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) FOR THE
                        SECURITIES EXCHANGE ACT OF 1934

                  for the Fiscal Year Ended December 31, 1997

                        Commission File number: 0-22098

                              INSILCO CORPORATION
            (Exact name for Registrant as specified in its charter)


<TABLE>
          <S>                                 <C>
                       DELAWARE                   NO. 06-0635844
           (State or other jurisdiction of       (I.R.S. Employer
            incorporation or organization       Identification No.)
</TABLE>

                       425 METRO PLACE NORTH, FIFTH FLOOR
                               DUBLIN, OHIO 43017
                    (Address of principal executive offices,
                              including zip code)

                                 (614) 792-0468
                        (Registrant's telephone number,
                              including area code)


       Securities registered pursuant to Section 12(b) of the Act:  None

   Securities registered pursuant to Section 12(g) of the Act: Common Stock,
   $.001 par value

   Indicate by check mark whether the Registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) for the Securities Exchange Act
   of 1934 during the preceding 12 months (or for such shorter period that the
   Registrant was required to file such reports), and (2) has been subject to
   the filing requirements for at least the past 90 days.  Yes [/] No [ ]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
   405 of Regulation S-K is not contained herein, and will not be contained, to
   the best of Registrant's knowledge, in definitive proxy or information
   statements incorporated by reference in Part III of this Form 10-K or any
   amendment to this Form 10-K. [/]

   The aggregate market value of the Registrant's Common Stock held by
   non-affiliates for the Registrant was approximately $86,190,640 on March 16,
   1998.

   Indicate by check mark whether the registrant has filed all documents and
   reports required to be filed by Section 12, 13 or 15(d) of the Securities
   Exchange Act of 1934 subsequent to the distribution of securities under a
   plan confirmed by a court.  Yes [/] No [ ]

   There were 4,016,711 shares of the Registrant's Common Stock outstanding on
   March 16, 1998.

   Portions of the Registrant's Proxy Statement for the 1998 Annual Meeting of
   Stockholders are incorporated by reference in Part III.




<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   Page
                                                                                                                   ----
<S>                                                                                                                <C>
Part I


Item 1.        Business                                                                                              3

Item 2.        Properties                                                                                           11

Item 3.        Legal Proceedings                                                                                    14

Item 4.        Submission of Matters to a Vote of Security Holders                                                  14


Part II


Item 5.        Market for the Registrant's Common Equity and Related Stockholder Matters                            15

Item 6.        Selected Financial Data                                                                              16

Item 7.        Management's Discussion and Analysis of Financial Condition and Results of
               Operations                                                                                           18

Item 8.        Financial Statements and Supplementary Data                                                          28

Item 9.        Changes in and Disagreements With Accountants on Accounting and Financial
               Disclosure                                                                                           28


Part III


Item 10.       Directors and Executive Officers of the Registrant                                                   28

Item 11.       Executive Compensation                                                                               28

Item 12.       Security Ownership of Certain Beneficial Owners and Management                                       28

Item 13.       Certain Relationships and Related Transactions                                                       28


Part IV


Item 14.       Exhibits, Financial Statement Schedules, and Reports on Form 8-K                                     29


               Signatures                                                                                           36

               Consolidated Financial Statements                                                                   F-1
</TABLE>
<PAGE>   3
NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical facts included in this Form 10-K, including without
limitation the statements under "Business", "Properties" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" are
forward-looking statements. Although the Company (as defined below) believes
that the expectations reflected in the forward-looking statements contained
herein are reasonable, no assurance can be given that such expectations will
prove to have been correct. Certain important factors that could cause actual
results to differ materially from expectations ("Cautionary Statements")
include, but are not limited to the following: delays in new product
introductions, lack of market acceptance of new products, changes in demand for
the Company's products, changes in market trends, operating hazards, general
competitive pressures from existing and new competitors, effects of governmental
regulations, changes in interest rates, and adverse economic conditions which
could affect the amount of cash available for debt servicing and capital
investments. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.

                                     PART I

                                ITEM 1. BUSINESS
                                ----------------

                                   THE COMPANY

Insilco Corporation, a Delaware corporation originally incorporated in New
Jersey in 1898 (collectively with its subsidiaries, the "Company," unless the
context indicates otherwise), directly and through its subsidiaries, is a
diversified manufacturer of automotive components and telecommunications and
electronics components and a publisher of specialty publishing products, chiefly
student yearbooks. The Company with three reporting segments (the Automotive
Components Group, the Technologies Group, and Specialty Publishing) conducts its
business in eight separate operating units, including both divisions and
subsidiaries. The Company's Specialty Publishing segment, formerly the Company's
Office Products/Specialty Publishing segment, was renamed following the
divestiture of the Rolodex Business (as defined below) in March 1997. The
Company's principal executive offices are located at 425 Metro Place North,
Fifth Floor, Dublin, Ohio 43017, telephone (614) 792-0468.

GENERAL DEVELOPMENT OF THE BUSINESS

The Company has undergone significant change and restructuring in the past five
years. A review of the most significant developments follows, in chronological
order:

    o    On April 1, 1993 (the "Reorganization Date"), the Company emerged from
         Chapter 11 bankruptcy proceedings (the "Chapter 11 cases") pursuant to
         an Amended and Restated Plan of Reorganization dated November 23, 1992
         (the "Plan of Reorganization"). The Plan of Reorganization resulted in
         a reduction in the Company's liabilities totaling $532.3 million, an
         extraordinary gain realized in 1993 of $448.3 million attributable to
         the discharge of such liabilities, and a change in control of the
         Company.

         The Plan of Reorganization among other matters provided for: (i) the
         issuance of 9,230,839 shares of the Company's common stock, par value
         $.001 per share (the "Common Stock"), in exchange

                                       -3-
<PAGE>   4
         for allowed unsecured claims; (ii) deferred payment of certain
         pre-petition claims, including various state and Federal taxes and
         trade debt; and (iii) provisions to issue additional stock to other
         unsecured creditors over time at the pre-determined rate of 18 shares
         of stock per $1,000 of allowed claim as those claims are determined.
         Settlements were reached in 1997 on all remaining claims pending in the
         Bankruptcy Court and the Bankruptcy Case was closed on June 12, 1997.

    o    In 1994, the Company sold its paint products segment for $50.8 million,
         and entered into a long-term $285 million credit facility that allowed
         it to retire the Company's outstanding 10 3/8% Senior Secured
         Guarantied Notes due July 1, 1997 and 9 1/2% Notes due 1997.

    o    In 1996, the Company acquired, for an aggregate purchase price of
         approximately $37 million, an aftermarket automotive, heavy truck and
         industrial radiator manufacturer, Great Lake, and the automotive
         aluminum tube business of Helmut Lingemann GmbH & Co.

    o    The Company divested the Office Products Business of the Company's
         Office Products/Specialty Publishing Group in three separate
         transactions during 1996 and the first quarter of 1997. The 1996
         transactions included the divestitures of the Company's computer
         accessories business ("Curtis") and electronic organizer business
         ("Rolodex Electronics") for an aggregate $21 million. On March 5, 1997,
         the remainder of the Office Products Business, which consisted of
         Rolodex office products (the "Rolodex Business"), was sold for net cash
         proceeds of approximately $112 million.

    o    Following the sale of the Rolodex Business, the Company refinanced its
         existing debt and entered into an Amended and Restated Credit Agreement
         as of July 3, 1997 (the "Bank Credit Agreement") to secure a $200
         million revolving credit facility.

    o    On July 10, 1997, the Company, using the proceeds from the sale of the
         Rolodex Business purchased an aggregate of 2,857,142 shares of its
         common stock and commenced a tender offer (the "Tender Offer"),
         pursuant to which it purchased an additional 2,857,142 shares. The
         purchase of shares tendered in the Tender Offer was paid for from the
         proceeds received on the issuance of the $150 million aggregate
         principal amount of 10.25% Senior Subordinated Notes due 2007 (the
         "Notes").


                      [This space intentionally left blank]

                                       -4-
<PAGE>   5
                                    BUSINESS

For additional business segment information, See Note 18 to the Consolidated
Financial Statements. The percentages of the Company's total sales by segment in
each of its last three fiscal years were as follows:

<TABLE>
<CAPTION>
                                                       1997        1996         1995
                                                       ----        ----         ----
<S>                                                    <C>         <C>          <C>
Automotive Components Group:
   Tubing and heat transfer                             30.5%       25.7%       21.9%
   Transmissions and other                              12.4        10.9        10.2
                                                       -----       -----       -----

       Subtotal                                         42.9        36.6        32.1
                                                       -----       -----       -----

Technologies Group                                      36.9        32.1        30.4
                                                       -----       -----       -----

Office Products/Specialty Publishing Group:
   Specialty Publishing                                 18.2        17.3        17.6
   Office Products (divested in 1996 and 1997)           2.0        14.0        19.9
                                                       -----       -----       -----

       Subtotal                                         20.2        31.3        37.5
                                                       -----       -----       -----

         Total                                         100.0%      100.0%      100.0%
                                                       =====       =====       =====
</TABLE>

AUTOMOTIVE COMPONENTS GROUP

The Automotive Components Group is made up of three operating units, Thermal
Components Group ("Thermal"), Romac Metals ("Romac") and a wholly owned
subsidiary, Steel Parts Corporation ("Steel Parts"). The businesses in this
segment manufacture automotive heat exchangers and related tubing, stainless
steel tubing, and automatic transmission and suspension components,
respectively.

AUTOMOTIVE SALES BY MARKET SEGMENT

                                 1997          1996          1995
                                 ----          ----          ----
Automotive OEM                   45.9%         45.9%         43.0%
OEM Other                        27.2          22.6          21.9
Automotive Aftermarket           16.2          18.8          19.4
Other                            10.7          12.7          15.7
                                -----         -----         -----

Total                           100.0%        100.0%        100.0%
                                =====         =====         =====

TUBING AND HEAT TRANSFER. Thermal is a vertically integrated manufacturer of
heat exchangers for the automotive, specialty vehicle, truck, heavy equipment
and off-road vehicle and industrial equipment markets. Its products include thin
wall aluminum and brass tubes used principally in heat transfer applications,
radiators, air conditioning condensers, oil coolers and heaters and production
machinery and equipment used in the manufacture and assembly of automotive heat
exchangers.

Thermal uses a direct sales force and independent sales representatives to
market its products. Thermal sells to both original equipment manufacturers
("OEMs") and aftermarket customers.

Thermalex, a joint venture owned equally by the Company (through a holding
company subsidiary), and Mitsubishi Aluminum Co., Ltd., manufactures multiport
aluminum extrusions used principally in automotive air conditioning condensors.

                                       -5-
<PAGE>   6
The markets for automobile heat-exchanger products are highly competitive and
have many participants, particularly automobile OEMs that produce for their own
use and several large independent manufacturers. Thermal supplies tubes and,
through Thermalex, extrusions to domestic automobile OEMs and independent
manufacturers. Thermal is an established supplier of welded radiator tubes to
manufacturers and repair shops in the heat-exchanger aftermarket.

Thermal has manufacturing facilities in Alabama, Michigan, New York, South
Carolina, Wisconsin and Germany. At December 31, 1997, Thermal (excluding
Thermalex) had 936 employees.

TRANSMISSION COMPONENTS. Steel Parts manufactures automotive parts consisting of
close-tolerance precision metal stampings at its facility in Indiana. Its
products include clutch plates for automatic transmissions, suspension parts for
vibration-reducing assemblies and engine mounts.

Substantially all Steel Parts' sales are made to the domestic automobile
industry, either directly or indirectly through other independent automotive
parts suppliers. As a result, the demand for Steel Parts' products historically
has been heavily dependent on the level of new car production by the domestic
automobile industry. Steel Parts has also seen its production content per
automobile increase in recent years as automobile manufacturers have moved from
three-speed to four- and five-speed automatic transmissions. The strong domestic
automotive market resulted in Steel Parts operating at or near capacity for most
of 1997 and 1996.

The market for original equipment automobile parts is highly competitive and has
many participants, principally the automobile manufacturers themselves because
of their ability to make their own parts. Approximately 70%, 70% and 67% of
Steel Parts' sales were to one of the "Big 3" domestic automotive manufacturers
in 1997, 1996 and 1995, respectively.

At December 31, 1997, Steel Parts had 383 employees.

STAINLESS STEEL TUBING. Romac manufactures stainless steel tubing for a variety
of marine, architectural, automotive and decorative applications at its facility
in North Carolina. Substantially all of its sales are domestic.

The markets for these products are highly competitive. Competition is based
principally on price and, to a lesser extent, on the shapes and finishes that
can be achieved with the tubing.

At December 31, 1997, Romac had 129 employees.

TECHNOLOGIES GROUP

The Technologies Group consists of four operating units, Stewart Connector,
Signal Transformer, Stewart Stamping and Escod Industries, which manufacture
telecommunication and electrical component products for the computer networking,
telephone digital switching, premises wiring, main frame computer, automotive
and medical equipment markets.

SPECIALIZED CONNECTOR SYSTEMS. Stewart Connector designs and manufactures
specialized high speed data connector systems, including modular plugs, modular
jacks, shielded and nonshielded specialized connectors, and cable assemblies for
telecommunications, cellular communications and data transmission, including
local and wide area networks. Its primary manufacturing facility is located in
Pennsylvania, with an assembly operation in Mexico.

                                       -6-
<PAGE>   7
Stewart Connector sells its products throughout the world, directly and through
sales subsidiaries, and through a network of manufacturers' representatives.
Foreign sales accounted for approximately 41% of Stewart Connector's sales in
1997, 40% in 1996 and 43% in 1995. It maintains direct sales offices (and to a
lesser extent, distribution operations) in England, Japan, Germany and has
numerous domestic and foreign competitors, some of which are substantially
larger than Stewart Connector. Competition is based principally on price with
respect to older product lines, and on technology and product features for newer
products and to a lesser extent, patent protection.

At December 31, 1997, Stewart Connector had 796 employees, of which 372 were
employed in the U.S., 20 in Japan, 7 in Germany, 4 in the United Kingdom, and
393 in Mexico.

POWER TRANSFORMERS. Signal Transformer manufactures both standard
"off-the-shelf" and custom-made power transformers serving a broad customer base
in a variety of industries. Signal's markets include telecommunications, home
and retail security systems, medical instrumentation, gaming and entertainment
and process controls. Signal markets its products directly, utilizing catalogs
and print advertising, and indirectly through selective independent sales
representatives in targeted regions of the country. It has a customer base of
over nine thousand accounts, consisting of both OEMs and aftermarket resellers.

The electronic transformer industry includes both domestic and foreign
manufacturers and there are numerous competitors to Signal. Competition is based
on price and availability of product to meet customers' needs. Signal has
directed its marketing efforts for many years towards engineers and other
customers having specialized, low-volume demand and prompt delivery
requirements. To capitalize on an identified market niche, Signal has a service
that guarantees 24 hour delivery for small order quantities of certain
"off-the-shelf" transformers.

Signal manufactures its transformers at production facilities located in the
Dominican Republic, Puerto Rico and New York. The New York facility also serves
as Signal's major sales, administration and distribution center.

At December 31, 1997, Signal had 645 employees, of which 153 were employed in
the U.S., 250 in the Dominican Republic and 242 in Puerto Rico.

PRECISION STAMPINGS AND WIREFORMS. Stewart Stamping is a tool designer and
subcontract manufacturer of precision stampings and wireformed parts. Stewart
Stamping manufactures components used in electrical devices such as circuit
breakers, electric fuses, lighting and process controls and the electronic
industries, including passive components such as capacitor cans and connector
contacts. Stewart Stamping sells its products to a broad customer base primarily
in the U.S. through a network of manufacturers representatives. Stewart Stamping
manufactures its products at its plant in Yonkers, New York.  In early 1997,
Stewart Stamping leased a manufacturing facility in El Paso, Texas to better
serve the Southwestern U.S. and Mexican assembly operations of telecommunication
and electronics customers.

Stewart Stamping's competitors in each of its product lines are numerous
(including, in the case of metal stampings, its own customers), but Stewart
Stamping traditionally has focused on products that, because of the engineering
and manufacturing capability required to produce them, have the potential for
repeat business.

At December 31, 1997, Stewart Stamping had 320 employees.

                                       -7-
<PAGE>   8
CABLE AND WIRE ASSEMBLIES. Escod Industries produces electronic cable
assemblies, specialized wire harnesses and certain telecommunication equipment
subassemblies for sale to manufacturers of telecommunications, computer and
other electronics equipment. Escod's markets generally are regional in nature,
and Escod's production facilities (three in the Carolinas and one in Florida)
are operated principally to serve local plants of OEMs. Because substantially
all of Escod's customers are OEMs having a number of production facilities, the
demand for Escod's products depends not only on the demand for its customers'
products, but also on its customers' varying utilization of their production
sites.

Telecommunications and computer OEMs account for the bulk of Escod's sales. Two
telecommunications OEMs together accounted for approximately 68%, 66% and 60% of
Escod's total revenues in 1997, 1996 and 1995, respectively. Escod's dependence
on these two major customers makes its revenues and operating income sensitive
to changes in demand from those customers. Beginning in 1995, Escod has focused
its efforts on developing a broader customer base and a broader product line.

Competition in Escod's markets is based primarily on price and, to a lesser
extent, on responsiveness to customers' needs. The profitability of Escod's
sales generally depend on the relative raw material content, labor productivity,
quality of the products sold, proximity to customers and timeliness of delivery.
As a result of the low barriers to entry into Escod's business and increased,
low-cost foreign competition in recent years, Escod's business has become
intensely competitive.

At December 31, 1997, Escod had 798 employees.

SPECIALTY PUBLISHING

Taylor Publishing Company is engaged primarily in the contract design and
printing of student yearbooks from which it derived at least 87% of its revenues
in each of the last three years. Its principal yearbook customers are secondary
(middle and senior high) schools. Other yearbook customers include elementary
schools, colleges and academies. Taylor also publishes a variety of specialty
books on a contract basis and a limited number of its own publishing titles and
provides reunion planning and other services for alumni of schools, colleges and
academies.

Competition in the yearbook industry is based upon customer service, quality and
price. The market for yearbooks is affected more by demographic trends than by
business cycles. Taylor offers several yearbook lines with different graphic and
typographic options and capabilities. Taylor has expended significant resources
in recent years to develop a system of electronic copy preparation designed to
enhance the quality and consistency of photographs, reduce production costs and
shorten the time required for yearbook production. Taylor has developed
proprietary software programs for use by its customers in developing yearbooks.
This software facilitates the yearbook design work performed by schools and
improves the overall production process.

Taylor markets its yearbook services through commissioned independent sales
representatives who maintain contact with yearbook faculty advisors, school
principals and other key purchasing personnel. It also trains students and their
advisors in layout, design and marketing, conducts seminars and workshops and
provides supporting materials, including software, to assist student yearbook
staffs in the production process.

Yearbook production is highly seasonal. Orders are normally obtained in the fall
and finished yearbooks are delivered at or near the end of the school year,
typically late spring to early summer and to a lesser degree, in the fall of the
following school year. Deposits representing approximately 25% of the yearbook
contract price are due from the yearbook customer upon its submission of the
first set of yearbook pages.

                                       -8-
<PAGE>   9
Given the seasonal production cycle, the Company typically receives significant
cash deposits commencing each November and continuing through each March. These
deposits are available to fund the working capital requirements of the yearbook
production cycle, and to a lesser extent, to provide the Company working capital
for general corporate purposes.

Taylor operates six production facilities in Texas (two owned and four leased)
and one leased production facility in Pennsylvania. Its work force reflects the
seasonality of its business, typically ranging from 1,000 to 1,700 full-time
employees. At December 31, 1997, it had 168 salaried and 1,194 hourly employees.

DIVESTED OFFICE PRODUCTS BUSINESSES. On September 3, 1996, the Company sold
Curtis, its computer accessories business ("Curtis"). On October 4, 1996, the
Company sold the Rolodex electronics product line, consisting of electronic
personal organizers and telephones ("Rolodex Electronics"). On March 5, 1997,
the Company sold the remaining Rolodex business ("Rolodex Business"). Curtis,
Rolodex Electronics and the Rolodex Business are referred to collectively as the
"Office Products Business."

PATENTS AND TRADEMARKS

The Company holds patents or trademarks in most of its businesses which have
expiration dates ranging from 1998 to 2018. The Company expects to maintain such
patents and to renew the trademarks important to its business prior to their
expiration and does not believe the expiration of any one of its patents will
have material adverse effect on any of its businesses.

RAW MATERIALS AND SUPPLIES

The principal raw materials and supplies used by the Company include: (i) steel,
aluminum, copper, zinc, brass and nickel (Automotive Components Group); (ii)
copper wire, steel, brass, aluminum, plastics, ceramics and precious metals
(Technologies Group); and (iii) paper, film and other photographic and printing
supplies (Specialty Publishing). The Company purchases these materials and
supplies on the open market to meet its current requirements and believes its
sources of supply are adequate for its needs.

BACKLOG

The Company's backlog by industry segment, believed to be firm, at December 31,
1997 and 1996 follows (in thousands):

                                         December 31
                                     -------------------
                                     1997           1996
                                     ----           ----
Automotive Components Group        $ 59,396         52,372
Technologies Group                   51,245         50,955
Specialty Publishing Group          113,232        102,939
                                   --------        -------
   Total                           $223,873        206,266
                                   ========        =======

Management believes that approximately $195 million of its 1997 backlog will be
filled in 1998, and the remainder in 1999.

                                       -9-
<PAGE>   10
EMPLOYEES AND LABOR RELATIONS

At December 31, 1997, the Company employed approximately 5,418 people on a
full-time basis, of whom approximately 25% were covered by collective bargaining
agreements with various unions. The largest collective bargaining unit (at
Taylor) covers approximately 563 employees. The Company's union agreement with
Taylor expired and a new contract was negotiated in early 1998. Among the union
agreements that will expire in 1998 are those covering certain union employees
of McKenica and Stewart Stamping. The Company considers relations with its
employees to be good.

The Company has defined benefit and defined contribution pension plans covering
substantially all employees. For information respecting defined benefit pension
plans, See Note 12 to the Consolidated Financial Statements.

ENVIRONMENTAL REGULATION AND PROCEEDINGS

ENVIRONMENTAL MATTERS. The Company's manufacturing operations involve the
generation of a variety of waste materials and are subject to extensive federal,
state and local environmental laws and regulations. The waste materials
generated include metal scrap from stamping operations, cutting and cooling
oils, degreasing agents, chemicals from plating and tinning operations, etching
acids and photographic and printing chemicals. The Company uses offsite disposal
facilities owned by others to dispose of its wastes and does not store wastes it
generates to the extent such storage would require a permit. The Company does
not treat, store or dispose of waste for others. The Company is required to
obtain permits to operate various of its facilities, and these permits generally
are subject to revocation or modification.

The Company has taken significant measures to address emissions, discharges and
waste generation and disposal; improve management practices and operations in
response to legal requirements; and internally audit compliance with applicable
environmental regulations and approved practices. These measures include: raw
material and process substitution; recycling and material management programs;
periodic review of hazardous waste storage and disposal practices; and reviewing
the compliance and financial status and management practices of its offsite
third-party waste management firms.

As a result of the Company's reorganization, much uncertainty has been removed
concerning the Company's potential liability for environmental contamination at
sites owned or operated by the Company (and at third party disposal and waste
management facilities used by the Company) prior to the filing of its bankruptcy
petition. During the reorganization, the Company settled all claims of the
United States relating to the Company's pre-Petition Date conduct at previously
owned or third party sites arising under the federal Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA"). This settlement (i)
discharged the Company's liability to the United States at a number of hazardous
waste sites; (ii) protects the Company from contribution claims of the remaining
potentially responsible parties; (iii) limits the amount the Company may be
required to pay the United States in any one year on pre-petition claims; and
(iv) provides that any such payment may be made in cash or, at the Company's
option, common stock valued at 30% of the allowed claim.

The Company is also currently engaged in clean up programs at sites located in
Newtown, Connecticut, Mount Vernon, New York and Oak Creek, Wisconsin. The
Company has established what it believes are appropriate reserves for
anticipated remedial obligations.  Due to the establishment of these reserves
and the environmental settlements reached during the Company's reorganization,
management does not believe that environmental compliance or remedial
requirements are likely to have a material adverse effect on the Company.

                                      -10-
<PAGE>   11
FINANCIAL INFORMATION ABOUT EXPORT SALES

In 1997, the Company's export sales were $56.1 million or 10% of consolidated
sales. Export sales in 1997 to Europe, Asia, Canada and Mexico were $21.2
million, $14.0 million, $9.7 million and $4.3 million, respectively. All other
export sales in 1997 totaled $6.9 million. In 1996 and 1995 export sales were
$62.4 million and $59.7 million, respectively or 11% of consolidated sales in
each year. The Company's transactions are primarily in U.S. dollars.

                               ITEM 2. PROPERTIES
                               ------------------

PROPERTIES

The Company manufactures its products in various locations, primarily in the
United States. Management believes that the Company's facilities generally are
well maintained and adequate for the purposes of which they are used. The
Company's principal operating plants and offices at December 31, 1997 included
the following properties:


                      [This space intentionally left blank]

                                      -11-
<PAGE>   12
<TABLE>
<CAPTION>
                                                                                                APPROXIMATE           TERMS OF
BUSINESS SEGMENT                    LOCATION                   PRINCIPAL USE                   SQUARE FOOTAGE         OCCUPANCY
----------------                    --------                   -------------                   --------------         ---------
<S>                                 <C>                        <C>                                  <C>                 <C>
Automotive Components Group
---------------------------
   Thermal Components               Montgomery, AL             Office/Manufacturing                 137,325              Owned(1)
                                    Montgomery, AL             Manufacturing                         45,000             Leased
                                    Buffalo, NY                Office/Manufacturing                  78,800             Leased
                                    Iron Ridge, WI             Office/Manufacturing                  44,000              Owned
                                    Oak Creek, WI              Office/Manufacturing                  39,250              Owned
                                    Oak Creek, WI              Office/Manufacturing                  33,600             Leased
                                    Montgomery, AL             Office/Warehouse                      10,890             Leased
                                    Detroit, MI                Office/Manufacturing                  28,000             Leased
                                    Romulus, MI                Office/Manufacturing                  16,000             Leased
                                    Duncan, SC                 Office/Manufacturing                 100,000              Owned
                                    Dortmund, Germany          Office/Manufacturing                  45,000              Owned

   Steel Parts                      Tipton, IN                 Office/Manufacturing                 235,350              Owned

   Romac Metals                     Troutman, NC               Office/Manufacturing                 110,000              Owned


Technologies Group
------------------
   Escod                            Durham, NC                 Office                                 3,205             Leased
                                    N. Myrtle Beach, SC        Office/Manufacturing                  46,506              Owned
                                    Myrtle Beach, SC           Office                                 2,893             Leased
                                    Lake Wales, FL             Office/Manufacturing                  42,000              Owned
                                    Taylorsville, NC           Office/Manufacturing                  44,350              Owned
                                    Loris, SC                  Office/Manufacturing                  36,960              Owned
                                    Canon City, CO             Office/Manufacturing                  21,000              Owned

   Signal Transformer               Inwood, NY                 Office/Manufacturing                  39,361              Owned
                                    St. Just, PR               Office/Manufacturing                  41,214             Leased
                                    San Cristobal,
                                    Dominican Republic         Office/Manufacturing                  14,685             Leased

   Stewart Connector                Glen Rock, PA              Office/Manufacturing                  84,000              Owned
                                    Santa Clara, CA            Office                                   210             Leased
                                    Essex, UK                  Office                                   485             Leased
                                    Freidrichsdorf/Ts.,
                                    Germany                    Office                                 1,500             Leased
                                    Yokohama, Japan            Office/Warehouse                       4,750             Leased
                                    Cananea, Mexico            Warehouse/
                                                               Manufacturing                         22,646             Leased


   Stewart Stamping                 Yonkers, NY                Office/Manufacturing                 190,000              Owned
                                    El Paso, TX                Office/Manufacturing                  41,400             Leased
</TABLE>

                                      -12-
<PAGE>   13
<TABLE>
<CAPTION>
                                                                                                APPROXIMATE           TERMS OF
BUSINESS SEGMENT                    LOCATION                   PRINCIPAL USE                   SQUARE FOOTAGE         OCCUPANCY
----------------                    --------                   -------------                   --------------         ---------
<S>                                 <C>                        <C>                                  <C>                 <C>
Specialty Publishing Group
--------------------------
   Taylor                           Dallas, TX                 Office/Manufacturing                 320,000              Owned
                                    Dallas, TX                 Office/Manufacturing                  25,000              Owned
                                    San Angelo, TX             Office/Manufacturing                  33,200             Leased
                                    El Paso, TX                Office/Manufacturing                  31,000             Leased
                                    El Paso, TX                Manufacturing                         52,000             Leased
                                    Malvern, PA                Office/Manufacturing                  41,000             Leased
                                    San Angelo, TX             Manufacturing                          7,800             Leased
                                    Dallas, TX                 Office                                 1,282             Leased
                                    Orange, CA                 Office                                 3,373             Leased
                                    Galveston, TX              Office                                 1,200             Leased
                                    Garden Grove, CA           Office                                   662             Leased

   Corporate                        Dublin, OH                 Office                                18,300             Leased
</TABLE>

(1)  Property is "leased" from an industrial development authority in connection
     with an expired industrial revenue bond and is eligible for purchase by the
     Company for a nominal consideration at the expiration of the lease term.

Substantially all of the Company's material domestic assets, including owned
properties, are subject to major encumbrances securing the Company's obligations
under the Bank Credit Agreement.

The Company believes that all of its production facilities have additional
production capacity, except for certain Steel Parts and Thermal plants that are
operating at or near full capacity.

                                      -13-
<PAGE>   14
                            ITEM 3. LEGAL PROCEEDINGS
                            -------------------------

LEGAL PROCEEDINGS

The U. S. Federal Trade Commission ("FTC"), in response to certain third party
complaints, investigated Insilco's acquisition of the automotive aluminum heat
exchanger tubing business of Helima-Helvetion International, Inc. ("HHI"), to
determine if the acquisition violated federal antitrust laws. The Company and
the FTC subsequently entered into a Consent Order to resolve this matter that,
among other things, requires Insilco to divest certain assets acquired from HHI.
The divestiture will not have material impact on the Company's consolidated
financial condition, results of operations, or liquidity.

From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of its business. The Company
maintains insurance coverage against potential general liability and certain
other claims in an amount it believes to be adequate. In the Company's opinion,
the outcome of these matters will not have a material adverse effect on the
Company's financial condition, liquidity or results of operations.

           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
           -----------------------------------------------------------

Not Applicable.


                     [This space intentionally left blank.]

                                      -14-
<PAGE>   15
                                     PART II

          ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          -------------------------------------------------------------
                               STOCKHOLDER MATTERS
                               -------------------

The Common Stock is the Company's only class of authorized equity securities.
Water Street Corporate Recovery Fund I, L.P. ("Water Street"), an investment
partnership of which Goldman, Sachs & Co. ("Goldman Sachs") is the general
partner, is now the Company's principal stockholder, owning approximately 45% of
the 4,016,711 shares outstanding at March 16, 1998.

The Company's Common Stock has traded on the Nasdaq National Market under the
symbol "INSL" since November 29, 1993. The following table sets forth, for the
periods indicated, the high and low sale prices for the Company's Common Stock
as reported by the Nasdaq National Market. The number of record holders of the
Common Stock of the Company on March 16, 1998 was 770. The closing sales price
of the Common Stock of the Company on March 16, 1998 was $40.00.

                                   Low Sale         High Sale
                                   --------         ---------
1997:
-----
First Quarter                       $34.000          $41.000
Second Quarter                      $36.750          $39.000
Third Quarter                       $36.000          $39.250
Fourth Quarter                      $33.000          $38.500

1996:
-----
First Quarter                       $27.750          $36.375
Second Quarter                      $33.500          $36.875
Third Quarter                       $31.000          $37.250
Fourth Quarter                      $36.500          $41.063

The Company did not pay any cash dividends during the past two fiscal years.
Future dividend policy will depend upon the earnings and financial condition of
the Company and the Company's need for funds and other factors. The payment of
dividends is restricted by the terms of the Bank Credit Agreement and the 10.25%
Senior Subordinated Notes issued by the Company August 12, 1997 (the "Notes").

On July 10, 1997, the Company, using the proceeds from the sale of the Rolodex
Business, purchased an aggregate of 2,857,142 shares of its common stock for
$109,999,967 (See Note 11 to the Consolidated Financial Statements). On August
12, 1997, the Company completed a tender offer (the "Tender Offer"), pursuant to
which it purchased an additional 2,857,142 shares for $109,999,967. The purchase
of shares tendered in the Tender Offer was paid for from the proceeds received
on the issuance of $150 million aggregate amount of the Notes (See Note 8 to the
Consolidated Financial Statements).

Pursuant to a $15.0 million stock buyback program adopted July 26, 1995, 97,500
shares of Insilco's common stock were purchased in 1996 at prices ranging from
$30.60 to $36.125 per share. In 1995, 197,500 shares of Insilco's common stock
were purchased at prices ranging from $32.375 to $36.875 per share. In 1997, the
Company made no purchases of its common stock under the stock buyback program.

                                      -15-
<PAGE>   16
                         ITEM 6. SELECTED FINANCIAL DATA
                         -------------------------------

The following table sets forth selected financial information (dollars in
thousands) derived from the Company's Consolidated Financial Statements.

<TABLE>
<CAPTION>
                                                                                                                     Predecessor (6)
                                                                                                                     ---------------
                                                                                                                    1993
                                                                                                            ---------------------
                                                                                                             From           To
                                                     1997           1996          1995          1994          4/1          3/31
                                                     ----           ----          ----          ----          ---          ----
<S>                                               <C>             <C>           <C>           <C>           <C>           <C>
OPERATIONS DATA
  Sales (net)(1)                                  $ 539,030       572,474       561,203       543,630       411,040       105,862
  Depreciation and amortization                      18,571        16,831        14,758        13,570        10,144         3,328
  Amortization of Reorganization Goodwill                --            --        32,172        69,217        54,507         1,125
  Operating income (loss)(2)                         53,268        59,101        24,617        (9,699)      (21,488)        7,256

  Other income (expense)(3)
     Interest expense(4)                            (20,562)      (18,386)      (19,546)      (29,113)      (26,905)       (9,609)
     Interest income                                  2,877         1,010         1,577         1,842         1,710           351
     Other income (expense), net                     98,443        10,138        12,126         2,663           167           (40)

  Income (loss) from continuing operations
   before reorganization items, extraordinary
   item and income taxes                            134,026        51,863        18,774       (34,307)      (46,516)       (2,042)
  Reorganization items, net                              --            --            --            --            --        21,767
  Income tax expense                                (51,654)      (12,810)      (16,199)       (8,585)       (1,134)         (873)

  Income (loss) from continuing operations
   before extraordinary items                        82,372        39,053         2,575       (42,892)      (47,650)       18,852

  Income (loss) from discontinued operations,
   net of tax                                            --            --            --        12,914         1,041       (18,241)

  Income (loss) before extraordinary items           82,372        39,053         2,575       (29,978)      (46,609)          611

  Extraordinary items, net of tax                      (728)           --            --        (2,156)           --       448,334

  Net income (loss)                                  81,644        39,053         2,575       (32,134)      (46,609)      448,945

BALANCE SHEET DATA AT PERIOD END
  Working capital                                    39,508        51,436        44,920        33,915        97,718        94,589
  Total assets                                      302,673       348,393       340,129       368,669       517,738       562,011
  Long-term debt                                    257,743       161,042       186,489       198,109       307,406       306,682
  Other long-term liabilities                        43,402        44,156        53,612        59,117        65,016        64,896
  Stockholders' equity (deficit)                   (102,328)       33,402       (15,779)      (13,451)       18,505        64,214

CASH FLOW DATA
  Net cash provided by (used in)
   operating activities                              45,492        55,423        37,744        34,305        52,524       (16,361)
  Net cash provided by (used in)
   investing activities                              95,217       (29,783)      (14,678)       36,295       (14,146)        2,668
  Net cash provided by (used in)
   financing activities                            (133,237)      (32,053)      (21,862)     (115,648)       (6,774)       (9,109)


PER SHARE DATA
  Basic income (loss) per share from
   continuing operations                              11.44          4.10          0.26         (4.42)        (4.93)          N/A
  Diluted income (loss) per share from
   continuing operations(5)                           11.22          3.95          0.25         (4.42)        (4.93)          N/A
  Book value per share                               (25.08)         3.52         (1.64)        (1.37)         1.89           N/A
</TABLE>

See accompanying notes to the Selected Financial Data.

                                      -16-
<PAGE>   17
The notes to the selected financial data follow:

(1)  Sales include the sales of the Office Products Business which was divested
     in 1996 and 1997 as follows: 1997 $10.8 million; 1996, $80.1 million; 1995,
     $111.7 million; 1994, $105.2 million; and 1993, $104.8 million. Sales in
     1997 and 1996 include sales of $31.6 million and $13.1 million,
     respectively, of the Lingemann Business.

(2)  Operating income includes operating income for the Office Products
     Business, before the allocation of corporate overhead, as follows: 1997,
     $2.2 million; 1996, $10.7 million; 1995, $1.7 million; 1994, $15.2 million;
     1993, $12.4 million; and 1992, $14.9 million.

     Operating income in 1997 and 1996 includes operating income, before
     allocation of corporate overhead, of $0.2 million and $0.3 million,
     respectively, of the Lingemann Business.

     Operating income includes the deduction for the amortization of
     Reorganization Goodwill in the period from April 1, 1993 and years ended
     December 31, 1994 and 1995.

     Operating income in 1995 includes a nonrecurring charge of $6.2 million
     relating to the Office Products Business (See Note 15 to the Consolidated
     Financial Statements) and a gain of $4.3 million related to a change in the
     Company's pension plan (See Note 12 to the Consolidated Financial
     Statements).

(3)  Other income in 1997 includes a $95.0 million gain on the sale of the
     Rolodex Business. Other income in 1996 included a fourth quarter $3.1
     million gain on the sale of Rolodex Electronics and a third quarter $2.2
     million adjustment related to the satisfaction of certain of the Company's
     environmental liabilities, following completion of a site clean-up for an
     amount less than previously estimated. Other income in 1995 included
     favorable adjustments of $3.6 million related to the Company's
     environmental liabilities, $1.5 million related to the resolution of
     several legal disputes and a $4.0 million gain on the sale of idle
     corporate assets.

(4)  Excluding $19.8 million contractual interest not accrued on unsecured debt
     during the Chapter 11 proceedings in the three months ended March 31, 1993.

(5)  Earnings per share information for the Predecessor is not presented because
     the Predecessor was closely held and the revision of the Company's capital
     structure pursuant to the Plan of Reorganization makes such information not
     meaningful.

(6)  As of March 31, 1993, the Company adopted "fresh start" accounting as
     described under "Fresh Start Accounting" on page 19 of this Annual Report.

                                      -17-
<PAGE>   18
      ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      -------------------------------------------------------------------
                            AND RESULTS OF OPERATIONS
                            -------------------------

                                    OVERVIEW

The Company directly and through its subsidiaries, is a diversified manufacturer
of automotive components and telecommunications and electronics components and a
publisher of specialty publishing products, chiefly student yearbooks. The
Company, with three reporting segments (the Automotive Components Group, the
Technologies Group, and Specialty Publishing), conducts its business in eight
separate operating units, including both divisions and subsidiaries. The
Company's Specialty Publishing segment, formerly the Company's Office
Products/Specialty Publishing segment, was renamed following the divestiture of
the Rolodex Business in March 1997.

The Automotive Components Group is comprised of businesses that produce
radiators and other heat exchanger components, equipment and systems used in the
production of heat exchanges, heavy gauged stamped automotive parts
(principally, transmission clutch plates) and welded stainless steel tubing, and
a 50% owned joint venture, Thermalex, which produces precision extruded aluminum
tubing. The Automotive Components Group serves both original equipment
manufacturers and aftermarket customers in the automotive, specialty vehicle,
truck and off-road vehicle and industrial equipment markets and also serves the
marine and architectural markets with decorative stainless steel tubing.

The Technologies Group manufactures high-performance data transmission
connectors, small electric power transformers, precision stampings and wire and
cable assemblies. The Technologies Group serves the computer networking,
microwave relay, telephone digital switching, data processing, automotive
medical equipment and other markets.

Specialty Publishing consists of Taylor, a publisher of specialty publishing
products, chiefly elementary, middle school, high school and college yearbooks.

During 1996 and 1997, the Company completed several material transactions
affecting its ongoing operations and debt and capital structure. A summary of
these transactions follows:

o    ACQUISITIONS: In 1996, the Company acquired Great Lake, Inc. which serves
     the automotive, heavy truck and industrial manufacturing radiator
     replacement market and the automotive aluminum tube business of Helmut
     Lingemann GmbH & Co. (the "Lingemann Business"). These acquisitions have
     been accounted for as purchases and, accordingly, the purchase prices have
     been allocated to the assets and liabilities acquired based on their fair
     values at the acquisition dates. The operating results of the businesses
     acquired have been included for the periods subsequent to the acquisition
     date.

o    DIVESTITURES: The Office Products Business of the Company's Office
     Products/Specialty Publishing Group was divested in three separate
     transactions during 1996 and the first quarter of 1997. The 1996
     transactions included the divestitures of the Company's computer
     accessories business ("Curtis") and electronic organizer business ("Rolodex
     Electronics") for $21 million in the aggregate which was used to reduce the
     outstanding amounts on the Company's bank loans. On March 5, 1997, the
     remainder of the Office Products Business, which consisted of the Rolodex
     Business, was sold for net cash proceeds of approximately $112 million (the
     "Rolodex Proceeds").

                                      -18-
<PAGE>   19
o    REFINANCING: The Company entered into an Amended and Restated Credit
     Agreement as of July 3, 1997 (the "Bank Credit Agreement") that among other
     things, provides for (i) a $200 million revolving credit facility, (ii) a
     $50 million sublimit for commercial and standby letters of credit and (iii)
     a $50 million sublimit for advances in selected foreign currencies.

o    ISSUANCE OF SUBORDINATED DEBT: On August 12, 1997, the Company issued $150
     million aggregate principal amount of 10.25% Senior Subordinated Notes due
     2007 (the "Notes"), realizing therefrom net proceeds of $145.9 million.

o    SELF TENDER: On July 10, 1997, the Company, using the Rolodex Proceeds
     purchased an aggregate of 2,857,142 shares of its common stock for
     $109,999,967. On August 12, 1997, the Company completed a tender offer (the
     "Tender Offer"), pursuant to which it purchased an additional 2,857,142
     shares for $109,999,967. The purchase of shares tendered in the Tender
     Offer was paid for from the proceeds received on the issuance of the Notes.

The discussion that follows of the financial condition and results of operations
includes the effect of the transactions discussed above in the respective
periods in which they were recorded. As a result, the comparability of the
results is significantly impacted. Pro forma results of operations, assuming all
these transactions occurred at the beginning of the respective periods, are
presented in Note 20 to the Consolidated Financial Statements.

"THE FRESH START" ACCOUNTING

On March 31, 1993, the Company adopted the "fresh start" accounting principles
prescribed by the Statement of Position 90-7, "Financial Reporting by Entities
in Reorganization Under the Bankruptcy Code" (the "Reorganization SOP"), issued
by the American Institute of Certified Public Accountants. The "fresh start"
accounting principles required the Company to value its assets and liabilities
at fair values and eliminate its accumulated deficit.

"Fresh start" accounting was required because on April 1, 1993, the Company and
certain of its subsidiaries emerged from Chapter 11 of the United States
Bankruptcy Code (the "Chapter 11 cases") pursuant to a plan of reorganization
(the "Plan of Reorganization"). For financial reporting purposes, the effective
date of the Plan of Reorganization was March 31, 1993 (the "Plan Effective
Date"). For periods prior to the Plan Effective Date, the Company sometimes is
referred to herein as the "Predecessor". The Chapter 11 cases were commenced on
January 13, 1991 (the "Petition Date"). (See Item 1 - "Business - Reorganization
History.")

One effect of "fresh start" accounting on the financial statements was the
negative impact on the reported operating income of each business segment and
the consolidated net income resulting from the noncash amortization of the
Reorganization Goodwill. Such amortization expense totaled $32.2 million in
1995. At December 31, 1995, Reorganization Goodwill was fully amortized.

                                      -19-
<PAGE>   20
                              RESULTS OF OPERATIONS

Summarized sales and operating income (loss) by business segment for the years
ended December 31, 1997, 1996 and 1995, are set forth in the following table (in
thousands) and discussed below:

<TABLE>
<CAPTION>
                                                    1997         1996         1995
                                                    ----         ----         ----
<S>                                               <C>           <C>          <C>
SALES
  Automotive Components Group                     $231,070      209,722      180,251
  Technologies Group                               198,941      183,663      170,615
  Office Products/Specialty Publishing Group:
     Specialty Publishing                           98,222       99,020       98,640
     Office Products                                10,797       80,069      111,697
                                                  --------      -------      -------

                                                   109,019      179,089      210,337
                                                  --------      -------      -------
        Consolidated sales                        $539,030      572,474      561,203
                                                  ========      =======      =======

OPERATING INCOME (LOSS)(1)(2)
  Automotive Components Group                     $ 23,070       23,915       20,407
  Technologies Group                                23,006       24,453       20,310
  Office Products/Specialty Publishing Group:
     Specialty Publishing                            5,355        1,650         (753)
     Office Products                                 1,926        9,167      (15,287)
                                                  --------      -------      -------
                                                     7,281       10,817      (16,040)

  Unallocated corporate                                (89)         (84)         (60)
                                                  --------      -------      -------

        Consolidated operating income             $ 53,268       59,101       24,617
                                                  ========      =======      =======
</TABLE>

(1)  Segment operating income (loss) reflects the allocation of corporate
     overhead. In 1995 corporate overhead was reduced by a $4,300,000 gain
     relating to a change in the Company's pension plan (See Note 12 to the
     Consolidated Financial Statements). The allocation of corporate overhead
     follows (in thousands):


                                                 1997       1996      1995
                                                 ----       ----      ----
Automotive Components Group                     $3,537     2,981     1,282
Technologies Group                               3,728     3,152     1,412
Office Products/Specialty Publishing Group:
   Specialty Publishing                          1,744     1,986       881
   Office Products                                 240     1,501     1,023
                                                ------     -----     -----
                                                 1,984     3,487     1,904
                                                ------     -----     -----

                                                $9,249     9,620     4,598
                                                ======     =====     =====

(2)  Segment operating income (loss) includes a deduction for the amortization
     of Reorganization Goodwill by segment as follows:


                                                1997       1996      1995
                                                ----       ----      ----
Automotive Components Group                     $ --         --      3,404
Technologies Group                                --         --      7,176
Office Products/Specialty Publishing Group:
   Specialty Publishing                           --         --      5,625
   Office Products                                --         --     15,967
                                                ----       ----     ------
                                                  --         --     21,592
                                                ----       ----     ------

                                                $ --         --     32,172
                                                ====       ====     ======

                                      -20-
<PAGE>   21
1997 COMPARED TO 1996

SALES. Consolidated sales in 1997 of $539.0 million decreased approximately 6%
($33.5 million) from 1996 sales of $572.5 million due to the divestiture of the
Office Products Business. Sales of the Office Products Business were $10.8
million in 1997 compared to $80.1 million in 1996. Excluding the Office Products
Business, the Company's consolidated sales increased 7% ($35.8 million) in 1997
compared to 1996 due to a 10% ($21.3 million) increase at the Automotive
Components Group and an 8% ($15.3 million) increase at the Technologies Group.

Sales in the Automotive Components Group segment were $231.1 million, an
increase of 10% over 1996 sales of $209.7 million. The increased sales were
attributable to Thermal's increased sales of automotive heat exchangers and
related components from the July 1996 acquisition of the Lingemann Business and
higher sales of transmission and other stamped automotive parts at Steel Parts.
The Lingemann Business contributed $31.6 million of sales in 1997 compared to
$13.1 million in 1996. Approximately 30% of Thermal's sales are to the
automotive OEM market. Steel Parts achieved sales growth over 1996 due to higher
parts content per automobile, as automobile manufacturers have moved from
three-speed to four and five-speed automatic transmissions. Steel Parts is
primarily an OEM supplier of transmission and other automotive components.

Sales in the Technologies Group were $198.9 million, an increase of 8% over 1996
sales of $183.7 million. Sales of the wire and cable assembly business, Escod,
were up 19% over 1996 due to strong demand from one of its major customers as
well as continued expansion of its customer base. Sales at Signal Transformer
increased 9% over 1996 primarily due to higher demand for internationally
certified products from electronic OEMs. Sales of precision stampings at the
segment's Stewart Stamping unit increased 6% due to new product introductions,
as well as the continued strength of the automotive, electrical control and
circuit protection markets. Stewart Connector, the Company's manufacturer of
high speed data transmission connectors which serves the computer networking
market, had a 1% decrease in sales from the prior year principally as a result
of price erosion of existing products and delayed new product availability.
Foreign sales accounted for approximately 41% and 40% of Stewart Connector's
sales in 1997 and 1996, respectively.

Sales at Taylor Publishing were $98.2 million, relatively flat compared to prior
year sales of $99.0 million.

OPERATING INCOME. Operating income in 1997 of $53.3 million decreased by
approximately 10% ($5.8 million) from 1996 operating income of $59.1 million due
to the divestiture of the Office Products Business which contributed $1.9
million in 1997 compared to $9.2 million in 1996. Excluding the Office Products
Business, the Company's operating income increased 3% ($1.4 million) in 1997
compared to 1996 primarily due to higher operating income at Taylor Publishing
caused by increased productivity and a $1.5 million restructuring charge
recorded in 1996.

The Automotive Components Group's operating income in 1997 compared to 1996
decreased to $23.1 million from $23.9 million. Lower operating income from
Thermal was partially offset by increased operating income at the Company's
stainless steel tubing business and stamped steel parts business. Thermal's
operating performance was impacted by (i) decreased sales at the Company's heat
exchanger equipment manufacturer which continues to experience a substantial
decline in order backlog; (ii) increased research and development costs
associated with the Group's new technical center; (iii) additional expenses
related to the integration of the Lingemann Business into the Company's
operations; and (iv) soft aftermarket demand for automotive heat exchangers.

                                      -21-
<PAGE>   22
The Technologies Group's operating income in 1997 compared to 1996 decreased to
$23.0 million from $24.5 million primarily due to decreased operating margins at
Stewart Connector caused principally by competitive price pressure in the
connector market and delayed introductions of new connector products. In
addition, the Company incurred additional start-up costs at its El Paso stamping
facility. These declines were partially offset by the improved sales and
operating margin at Escod.

In 1997, the operating income of the Specialty Publishing business, Taylor
Publishing, improved to $5.4 million from $1.7 million in 1996 due to improved
operating margins from increased productivity and a $1.5 million restructuring
charge incurred in 1996.

OTHER INCOME (EXPENSE). Interest expense increased approximately 12% or $2.2
million in 1997 compared to 1996 due to the refinancing completed in the third
quarter of 1997. Interest income increased $1.9 million over 1996 due to
interest income earned on the proceeds from the sale of the Rolodex Business
prior to its use in the Tender Offer transaction. Other income (expense) for
1997 included a $95.0 million gain on the sale of the Rolodex Business. Other
income for 1996 included a $3.1 million gain on the sale of Rolodex Electronics.
Other income for 1996 also included a favorable adjustment of $2.2 million
related to the Company's environmental liabilities for 1996 following completion
of a site clean-up for an amount less than previously estimated.

Equity income from the Company's unconsolidated joint venture, Thermalex, was
$2.6 million in 1997 compared to $2.9 million in 1996. Thermalex incurred
additional expenses in 1997 related to the start-up of a new extrusion press and
plant expansion.

INCOME TAX EXPENSE. The Company's actual income tax obligations during 1997
($10.5 million) and 1996 ($2.4 million) were substantially less than the total
amount of income taxes recognized ($47.9 million and $12.4 million,
respectively) because previously generated net operating losses and other
deferred tax assets were utilized to reduce the tax obligations. During 1996,
additional deferred tax assets of $10.7 million were recognized and recorded on
the balance sheet because it was concluded that it was more likely than not that
such amounts would be realized in future years. In accordance with the
Reorganization SOP, the tax benefits associated with the recognition of
pre-effective date deferred tax assets, ($10.2 million in 1996) were recorded as
an increase to additional paid-in capital.

The effective tax rate was 38.5% for 1997 compared to 24.7% for 1996. The lower
1996 rate reflects the recognition of the tax benefit of capital loss
carryforwards and lower foreign taxes associated with Rolodex's Puerto Rican
operations prior to its divestiture (See Note 14 to the Consolidated Financial
Statements for further information.)

1996 COMPARED TO 1995

SALES. Net sales in 1996 were $572.5 million, an increase of 2% over 1995 net
sales of $561.2 million. The aggregate growth rate was adversely affected by the
divestitures of the Rolodex electronics product line and Curtis in the second
half of 1996.

Sales in the Automotive Components Group segment were $209.7 million, an
increase of 16% over 1995 sales of $180.3 million. The increased sales were
attributable to $20.5 million of sales from the 1996 acquisitions of the
Lingemann automotive aluminum tube business and Great Lake as well as higher
content per automobile of clutch plates in transmissions and higher sales of
aluminum heat exchangers and related products and equipment manufactured by the
segment's Thermal unit. Approximately 29% of Thermal's sales are to the
automotive OEM market. Steel Parts achieved sales growth over 1995 due to higher
parts

                                      -22-
<PAGE>   23
content per automobile, as automobile manufacturers have moved from three-speed
to four and five-speed automatic transmissions. Steel Parts is primarily an OEM
supplier of transmission and other automotive components. The increased sales at
Thermal and Steel Parts were partially offset by a decline from the prior year
at Romac, the Company's manufacturer of stainless steel tubing sold principally
in marine and distribution markets.

Sales in the Technologies Group were $183.7 million, an increase of 8% over 1995
sales of $170.6 million. Sales of the wire and cable assembly business, Escod,
were up 23% over 1995, reflecting continued expansion of its customer base and a
rebound in orders from its largest telecommunications customer. Stewart
Connector, the Company's manufacturer of high speed data transmission connectors
which serves the computer networking market, had an 8% increase in sales over
the prior year with 15% growth in the fourth quarter of the year, primarily as a
result of a new contract with a major telecommunications customer for
connector/cable assemblies. Foreign sales accounted for approximately 40% and
43% of Stewart Connector's sales in 1996 and 1995, respectively. Sales at the
segment's Signal Transformer unit were flat compared to the prior year. Sales of
precision stampings at the segment's Stewart Stamping unit increased 5% due to
the underlying strength of the markets that it serves, including the housing
construction and automotive markets.

Sales in the Office Products/Specialty Publishing Group were $179.1 million, a
decrease of 15% from 1995 sales of $210.3 million, primarily due to the
divestitures of the Rolodex Electronics in October 1996 and Curtis in September
1996. Excluding the impact of the divestitures, sales for the Group declined 2%
from the prior year as a result of lower sales of traditional office products.
Sales at Taylor Publishing were $99.0 million, relatively flat compared to prior
year sales of $98.6 million.

OPERATING INCOME. Operating income (loss) comparisons between 1996 and 1995 are
more difficult to present than the sales comparisons because of the effects of
"fresh start" accounting on the results of operations. Due to the effects of
"fresh start" accounting, the Company's 1995 operating results were depressed by
a $32.2 million charge for the amortization of Reorganization Goodwill. The
consolidated reported operating income in 1996 improved to $59.1 million from
$24.6 million in 1995. (See the table on page 20 for the impact of "fresh start"
accounting on the reported operating income as well as the comparability between
the periods).

Excluding the effects of "fresh start" accounting, as described above, the
operating performance increased $2.3 million or 4%. The increase is primarily
due to higher operating income in the Office Products Business. This gain was
partially offset by higher corporate overhead, decreased operating margins in
the Technologies Group and a $1.5 million restructuring charge recorded by
Taylor Publishing. The higher corporate overhead in 1996 is primarily due to a
$4.3 million gain recorded in 1995 related to a change in the Company's pension
plan which temporarily reduced corporate overhead. These items and other
operational year-to-year changes are discussed below in the analysis of each
segment's operating income.

The Automotive Components Group's operating income in 1996 compared to 1995
increased to $23.9 million from $20.4 million. The results in 1995 were
negatively impacted by the amortization of Reorganization Goodwill totaling $3.4
million. Excluding amortization of Reorganization Goodwill, the segment's
operating performance was relatively flat compared to 1995, as the effect of
higher sales was offset by a $1.7 million increase in allocated corporate
overhead due to the 1995 pension gain noted above.

The Technologies Group's operating income in 1996 compared to 1995 increased to
$24.5 million from $20.3 million. The results in 1995 were negatively impacted
by a $7.2 million amortization charge for Reorganization Goodwill. Excluding the
amortization of Reorganization Goodwill, the segment's operating

                                      -23-
<PAGE>   24
income decreased $3.0 million in 1996 compared to 1995, an 11% decline, due to
decreased operating margins and a $1.7 million increase in allocated corporate
overhead due to the 1995 pension gain noted above. The lower operating margins
were caused principally by competitive price pressure in the connector market
and delayed introductions of new connector products.

The operating income of the Office Products/Specialty Publishing Group was $10.8
million in 1996 compared to an operating loss of $16.0 million in 1995. The
results in 1995 were negatively impacted by a $21.6 million charge for
amortization of Reorganization Goodwill. Excluding the amortization of
Reorganization Goodwill, the segment's operating performance increased $5.3
million in 1996 compared to 1995. The results in 1995, as compared to 1996, were
negatively impacted by $10.1 million of charges recorded for potentially
uncollectible accounts receivable, inventory valuation, anticipated customer
returns and other charges. The improvement in operating earnings for 1996 was
partially offset by decreased operating income at Rolodex and Taylor Publishing
and an increase in allocated Corporate overhead of $1.6 million due to the
pension gain recorded in 1995.

In 1996, the operating income of the Specialty Publishing business, Taylor
Publishing, improved to $1.7 million from an operating loss of $0.8 million in
1995 due principally to the reduction in amortization of Reorganization
Goodwill, which totaled $5.6 million in 1995. Excluding the amortization of
Reorganization Goodwill, the unit's operating performance decreased $3.2 million
in 1996 compared to 1995 due to a $1.5 million restructuring charge incurred in
1996, following Taylor's adoption of a restructuring plan to improve
profitability, a $1.1 million increase in allocated corporate overhead which was
primarily attributable to the 1995 pension gain noted above and increased
administrative costs.

OTHER INCOME (EXPENSE). Interest expense decreased approximately 6% or $1.2
million in 1996 compared to 1995 due to a lower effective interest rate and
lower debt balances. Other income for 1996 included a $3.1 million pre-tax gain
on the sale of Rolodex Electronics. Other income also included a favorable
adjustment of $2.2 million related to the Company's environmental liabilities
following completion of a site clean-up for an amount less than previously
estimated. Other income for 1995 included favorable adjustments of $3.6 million
related to the Company's environmental liabilities following a review of its
liabilities from previously divested operations and $1.5 million related to the
resolutions of several legal disputes. In addition, other income included a $4.0
million gain on the sale of idle corporate assets.

INCOME TAX EXPENSE. The Company's actual income tax obligations during 1996
($2.4 million) and 1995 ($2.6 million) were substantially less than the total
amount of income taxes recognized ($12.4 million and $16.1 million respectively)
because previously generated net operating losses and other net deferred tax
assets were utilized to reduce the tax obligations. During 1996 and 1995,
additional deferred tax assets of $10.7 million and $9.2 million respectively,
were recognized and recorded on the balance sheet because it was concluded that
it was more likely than not that such amounts would be realized in future years.
In accordance with the Reorganization SOP, the tax benefits associated with the
recognition of pre-effective date deferred tax assets ($10.2 million and $1.6
million in 1996 and 1995, respectively), were recorded as an increase to
additional paid-in capital and $7.2 million in 1995 was recorded as a reduction
to Reorganization Goodwill. The 1995 reduction eliminated the remaining
unamortized Reorganization Goodwill.

                                      -24-
<PAGE>   25
The effective tax rate on adjusted income from continuing operations (adjusted
to exclude Reorganization Goodwill amortization) was 24.7% in 1996 compared to
31.8% for 1995. The percentage decrease is primarily due to the recognition of
the tax benefit of capital loss carryforwards. (See Note 14 to the Consolidated
Financial Statements for further information).


                               FINANCIAL CONDITION

Factors that are expected in the future to affect the Company's financial
position are discussed below.

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES. Operations provided $45.5
million in cash in 1997 compared to providing $55.4 million in cash in 1996.
Cash flows from operations decreased from the prior year primarily due to cash
flows from the divested Office Products business included in 1996 results. The
Company's cash for periods prior to 1997 was more favorably impacted by tax loss
carryforwards, which reduced the actual cash payments for the years to well
below the financial statement income tax expense. The tax loss carryforwards
were substantially reduced in 1997 due to the gain from the sale of the Rolodex
Business. As a result, beginning in 1998 it is expected that the Company will no
longer have any tax loss carryforwards available to reduce cash payment
obligations.

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES. In 1997, the Company sold its
Rolodex Business for a net sales price of $112.6 million (the "Rolodex
Proceeds"). In addition, the Company received a $1.5 million dividend
distribution from Thermalex and $4.4 million from the liquidation of idle assets
in 1997. In 1996, the Company acquired the automotive aluminum tube business of
Helmut Lingemann GmbH & Co., and two affiliated businesses serving the
automotive, heavy truck and industrial manufacturing radiator replacement
market, Great Lake, Inc. and Kar Tool Co. Inc., for approximately $37.7 million
including transaction fees and expenses. In 1996, the Company received proceeds
totaling $21.8 million from the sales of Curtis and Rolodex Electronics; $3.6
million from Thermalex for full repayment of loans outstanding; a $3.4 million
dividend distribution from Thermalex; and $1.3 million from the disposal of idle
assets. In 1995, the Company received $2.5 million from Thermalex relating to
the partial repayment of loans, a $0.4 million dividend distribution from
Thermalex and $4.7 million from the disposal of idle assets.

The Company's capital expenditures totaled $23.6 million in 1997 and the Company
has budgeted expenditures totaling approximately $22.1 million in 1998. The
Company expects to finance these expenditures and investments with internally
generated funds. The Company does not anticipate that limitations on capital
expenditures under the Bank Credit Agreement will adversely affect its ability
to meet its operating goals.

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES. On July 3, 1997, the Company
refinanced its existing bank debt (see Note 8 to the Consolidated Financial
Statements). On July 10, 1997 using the Rolodex Proceeds, the Company purchased
2,857,142 shares of its common stock, at $38.50 per share in cash, for an
aggregate purchase price of $109,999,967. On August 12, 1997, the Company
completed the Tender Offer, in which it purchased an additional 2,857,142 shares
at a price of $38.50 per share in cash for an aggregate purchase price of
$109,999,967. On August 12, 1997, the Company issued $150 million of the Notes,
for net proceeds of approximately $145.9 million (the "Offering"). The Company
used the net proceeds from the Offering to fund the purchase of shares tendered
in the Tender Offer, repay loans under the Bank Credit Agreement, pay fees and
expenses of the aforementioned transactions and for general corporate purposes.
The Company incurred $10,689,000 in costs for the refinancing, Tender Offer and
issuance of the Notes.

                                      -25-
<PAGE>   26
During 1996, the Company repaid $22.8 million of its initial $155.0 million term
loan. The Company also repurchased an additional 97,500 shares of its common
stock at prices ranging from $30.60 to $36.125 per share under the Company's
$15.0 million stock buyback program. During 1995, the Company repaid $12.6
million of its initial $155.0 million term loan and repurchased 197,500 shares
of its common stock at prices ranging from $32.375 to $36.875 per share.

The interest expense requirements during the next five years will fluctuate
based on the outstanding debt balances as well as changes in interest rates. The
interest rate on bank borrowings bear interest at various fluctuating rates, at
the Company's option, which approximate the one to six month LIBOR rates plus
1.25% (such LIBOR rates approximated 5.72% to 5.84% at December 31, 1997)
subject to performance versus a leverage ratio. The Company reduces its exposure
to potential increases in interest rates by entering into forward rate, interest
rate cap and interest rate swap agreements with major financial institutions. A
summary of the terms of those agreements is contained in Note 9 to the
Consolidated Financial Statements.

NET INCOME (LOSS) AND ACCUMULATED EQUITY (DEFICIT). At December 31, 1997, the
Company had a stockholders' deficit totaling $102.3 million compared to
stockholders' equity totaling $33.4 million at December 31, 1996. The deficit
was attributable to the effect of the repurchase of shares as described in "Cash
Flow From (Used In) Financing Activities" above.

SEASONALITY. The Company's yearbook publishing business, Taylor Publishing, is
highly seasonal, with a majority of sales occurring in the second and third
quarters of the year. Taylor receives significant customer advance deposits in
the second half of the year. The Company's other businesses are not highly
seasonal. See "Item 1. Business - Specialty Publishing".

IMPACT OF INFLATION AND CHANGING PRICES. Inflation and changing prices have not
significantly affected the Company's operating results or markets. The Company
is generally able to pass through to its customers price changes in its major
steel, copper and aluminum based product lines.

LIQUIDITY. At December 31, 1997, the Company's cash and cash equivalents and net
working capital amounted to $10.7 million and $39.5 million, respectively,
compared to $3.5 million and $51.4 million, respectively, in 1996. The borrowing
ability under the Company's revolving credit facility at December 31, 1997 was
$85.1 million, including $41.1 million available for additional letters of
credit. The Company believes it has adequate sources of liquidity to meet its
working capital, capital expenditures and debt service requirements.

YEAR 2000 COMPLIANCE. The Company is currently in the process of evaluating its
information technology infrastructure for the year 2000 ("Year 2000")
compliance. The Company's primary information systems either have recently been
or are in process of being replaced with new systems to meet the Company's
growing capacity and performance requirements. These replacements are generally
expected to be completed by early 1999.

The Company does not expect that the cost to be Year 2000 compliant will be
material to its financial condition or results of operations. The costs are
based on management's best estimates, which were derived utilizing numerous
assumptions of future events including the continued availability of certain
resources, third party modification plans and other factors. However, there can
be no guarantee that these estimates will be achieved and actual results could
differ materially from those plans. The Company does not anticipate any material
disruption in its operations as a result of any failure by the Company to be in
compliance.

                                      -26-
<PAGE>   27
The Company does not currently have complete information concerning the Year
2000 compliance status of it suppliers and customers. In the event that any of
the Company's significant suppliers or customers do not successfully and timely
achieve Year 2000 compliance, the Company's business or operations could be
adversely affected.

The Company has not incurred significant costs including internal costs to
evaluate the extent of compliance related to Year 2000 compliance prior to
December 31, 1997.

FOREIGN SALES. In 1997 the Company had export sales of $56.1 million which were
10% of total sales. Export sales in 1997 to Europe, Asia, Canada and Mexico were
$21.2 million, $14.0 million, $9.7 million and $4.3 million, respectively. All
other export sales in 1997 totaled $6.9 million. In 1996, the Company had export
sales of $62.4 million which were 11% of total sales. In 1995, export sales were
$59.7 million or 11% of total sales. The Company's transactions are primarily in
U.S. dollars.

SUBSEQUENT EVENT. On March 24, 1998, it was announced that the Company and an
affiliate of DLJ Merchant Banking Partners II (and affiliated funds) ("DLJMB")
have signed a definitive merger agreement. Under the terms of the agreement,
the stockholders of the Company will receive total consideration of $44.50 per
share, consisting of $42.98 in cash and 0.03419 shares of retained stock of the
surviving corporation. In aggregate, stockholders will receive approximately
$172.6 million in cash and retain 137,328 shares in the surviving entity. The
retained shares will represent approximately 10% of the common stock
outstanding post-recapitalization.

The transaction, which is estimated to have a value of approximately $437
million including existing indebtedness to be assumed and/or refinanced, is
subject to terms and conditions customary in transactions of this type,
including approval by the Company's shareholders and expiration of applicable
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
and will be treated as a recapitalization for accounting purposes. Affiliates
of Donaldson, Lufkin & Jenrette Securities Corporation, which acted as
financial advisors to DLJMB, have committed to provide all debt financing
required for the transaction.

DLJMB also announced that it entered into a voting agreement in support of the
transaction with respect to 1,783,878 shares, approximately 44% of the voting
stock of the Company, with Water Street, an affiliate of Goldman Sachs, which
is the Company's largest shareholder.

As a result of the proposed merger, the Company and DLJMB will incur various
costs and expenses in connection with consummating the transaction including
professional fees, registration costs, financing costs, and compensation costs.
Pursuant to the terms of the merger, all issued employee stock options will
vest. The compensation expense associated with the option payments will include
approximately $11.4 million to employees for the excess of the $44.50 purchase
price per share over the exercise cost of all outstanding vested and unvested
options.

                                      -27-
<PAGE>   28
               ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
               ---------------------------------------------------

The Consolidated Financial Statements of the Company, together with the reports
thereon of KPMG Peat Marwick LLP (dated January 30, 1998), are set forth on
pages F-1 through F-35 hereof (see Item 14 of this Annual Report for the Index).

       ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
       -------------------------------------------------------------------
                            AND FINANCIAL DISCLOSURE
                            ------------------------

Not applicable.

                                    PART III

           ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
           -----------------------------------------------------------

The information required by this Item is included under the captions "Election
of Directors," "Executive Officers" and "Section 16(a) Beneficial Ownership
Reporting Compliance" of the Company's Proxy Statement (the "Proxy Statement")
relating to the Company's 1998 Annual Meeting of Stockholders to be held on May
20, 1998 and is incorporated herein by reference. The Company anticipates filing
the Proxy Statements with the Securities and Exchange Commission in April 1998.

                         ITEM 11. EXECUTIVE COMPENSATION
                         -------------------------------

The information required by this Item is included under the captions "Director
Compensation" and "Executive Compensation" in the Proxy Statement and is
incorporated herein by reference.

          ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          ------------------------------------------------------------
                                   MANAGEMENT
                                   ----------

The information required by this Item is included under the captions "Security
Ownership of Certain Beneficial Owners" and "Security Ownership of Directors and
Executive Officers" in the Proxy Statement and is incorporated herein by
reference.

             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
             -------------------------------------------------------

The information required by this Item is included under the captions
"Compensation Committee Interlocks and Insider Participation," "Election of
Directors," "Security Ownership of Certain Beneficial Owners," and "Security
Ownership of Directors and Executive Officers" in the Proxy Statement and is
incorporated herein by reference.

                                      -28-
<PAGE>   29
                                     PART IV

        ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
        ----------------------------------------------------------------
                                    FORM 8-K
                                    --------

(A)           THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:

(1)           Financial Statements

              -      Statement of Management's Responsibility for Financial
                     Statements

              -      Independent Auditors' Report

              -      Consolidated Balance Sheets

                     -      December 31, 1997
                     -      December 31, 1996

              -      Consolidated Statements of Operations

                     -     Year ended December 31, 1997
                     -     Year ended December 31, 1996
                     -     Year ended December 31, 1995

              -      Consolidated Statements of Stockholders' Equity (Deficit)

                     -     For the years ended December 31, 1997, 1996 and 1995

              -      Consolidated Statements of Cash Flows

                     -     Year ended December 31, 1997
                     -     Year ended December 31, 1996
                     -     Year ended December 31, 1995

              -      Notes to Consolidated Financial Statements

(2)           Financial Statement Schedules

              See Exhibit 99(a) - Schedule II - Valuation and Qualifying
              Accounts.

              All other schedules are omitted because of the absence of the
              conditions under which they are required or because the required
              information is included in financial statements or the notes
              thereto.

                                      -29-
<PAGE>   30
        (3)          Exhibits:


 *2(a)     -      Amended and Restated Plan of Reorganization Jointly Proposed
                  by the Debtors and the Official Joint Committee of Unsecured
                  Creditors dated November 23, 1992 (Form T-3, Exhibit T3E-3,
                  File No. 22-23356).

 *2(b)     -      Order Confirming Plan of Reorganization and Approving
                  Settlements Pursuant to Bankruptcy Rule 9019 dated November
                  24, 1992 (Form T-3, Exhibit T3E-4, File No.
                  22-23356).

 *2(c)     -      Order on Motion for Order in Aid of Implementation of Plan
                  dated March 23, 1993 (Form T-3, Exhibit T3E-5, File No.
                  22-23356).

 *2(d)     -      Order on Debtors' Supplemental Motion for Order in Aid of
                  Implementation of Plan dated March 23, 1993 (Form T-3, Exhibit
                  T3E-6, File No. 22-23356).

 *2(e)     -      Notice of (1) Order Confirming Plan of Reorganization, (2)
                  Effective Date and (3) Administrative Claims Bar Date dated
                  April 1, 1993 (Form 10, Exhibit 2(e), File No. 0-22098).

 *2(f)     -      Order on Motion for Order in Aid of Implementation of Plan
                  dated September 14, 1993 (Form 10/A, Amendment No. 2 to Form
                  10, Exhibit 2(f), File No. 0-22098).

 *2(g)     -      Share Purchase Agreement, dated as of June 28, 1996, between
                  the Company's subsidiary, GUVAB Gesellschaft fur
                  Unternehmensbeteililgungen und Vermogensverwaltung im
                  aluminiumverarbeitenden Bereich mbH ("GUVAB"), and Lingemann
                  (Form 8-K dated July 10, 1996, File No. 0-22098).**

 *2(h)     -      Asset Purchase Agreement, dated as of July 1, 1996, among the
                  Company's subsidiary, HHI Acquisition Corp., Lingemann, and
                  Helima-Helvetion International, Inc. (Form 8-K dated July 10,
                  1996, File No. 0-22098).**

 *2(i)     -      Stock Purchase Agreement, dated as of September 3, 1996,
                  between the Company's subsidiary and Esselte Corporation (Form
                  8-K dated September 6, 1996, File No. 0- 22098).**

 *2(j)     -      Asset Purchase Agreement, dated as of October 4, 1996, between
                  the Company and Franklin Electronic Publishers, Inc. and List
                  of Omitted Schedules (Form 8-K dated October 4, 1996, File No.
                  0-22098).**

 *2(k)     -      Asset Purchase Agreement, dated as of February 12, 1997,
                  between the Company and Newell Co. (Form 8-K dated March 5,
                  1997, File No. 0-22098).**

 *3(a)     -      Amended and Restated Certificate of Incorporation of the
                  Company (Form 10, Exhibit 3(a), File No. 0-22098).

 *3(b)     -      Amended and Restated Bylaws of the Company (Form 10, Exhibit
                  3(b), File No. 0- 22098).

                                      -30-
<PAGE>   31
 *4(a)     -      Settlement Agreement and Stipulated Order by and between the
                  Company, certain subsidiaries of the Registrant, the Valspar
                  Corporation and the United States of America by order of the
                  United States District Court for the Western District of
                  Texas, San Antonio Division, dated January 19, 1993 (Form 10,
                  Exhibit 4(h), File No. 0- 22098.

 *4(b)     -      Stipulation regarding Settlement Agreement and Stipulated
                  Order amending Exhibit 4(h) (Form 10, Exhibit 4(i), File No.
                  0-22098).

 *4(c)     -      Credit Agreement, dated as of October 21, 1994, among the
                  Company, the institutions from time to time parties thereto as
                  Lenders, the institutions from time to time parties thereto as
                  Issuing Banks, Citicorp USA, Inc. and Pearl Street L.P., as
                  Co-Agents, and Citicorp USA, Inc., as Administrative Agent
                  (Form S-8 Registration Statement, as amended, Exhibit 4(o),
                  File No. 33-86938).**

 *4(d)     -      First Amendment to Credit Agreement, dated as of November 21,
                  1994, among the Company, the institutions from time to time
                  parties thereto as Lenders, the institutions from time to time
                  parties thereto as Issuing Banks, Citicorp USA, Inc. and Pearl
                  Street L.P., as Co-Agents, and Citicorp USA, Inc., as
                  Administrative Agent (Form S-8 Registration Statement, as
                  amended, Exhibit 4(p), File No. 33-86938).**

 *4(e)     -      Second Amendment to Credit Agreement, dated as of March 8,
                  1995, among the Company, the institutions from time of time
                  parties thereto as Lenders, the institutions from time to time
                  parties thereto as Issuing Banks, Citicorp USA, Inc. and Pearl
                  Street L.P., as Co-Agents, and Citicorp USA, Inc., as
                  Administrative Agent (Form 10-K for the year ended December
                  31, 1994, Exhibit 4(f), File No. 0-22098).**

 *4(f)     -      Third Amendment to Credit Agreement, dated as of July 18,
                  1995, among the Company, the institutions from time to time
                  parties thereto as Lenders, the institutions from time to time
                  parties thereto as Issuing Banks, Citicorp USA, Inc. and Pearl
                  Street L.P., as Co-Agents, and Citicorp USA, Inc., as
                  Administrative Agent (Form 10-Q for the quarter ended June 30,
                  1995, Exhibit 4(g), File No. 0-22098).**

 *4(g)     -      Fourth Amendment to Credit Agreement, dated as of June 21,
                  1996, among the Company, the institutions from time to time
                  parties thereto as Lenders, the Institutions from time to time
                  parties thereto as Issuing Banks, Citicorp USA, Inc. and Pearl
                  Street L.P., as Co-Agents, and Citicorp USA, Inc., as
                  Administrative Agent (Form 8-K dated July 10, 1996, File No.
                  0-22098).

 *4(h)     -      Fifth Amendment to Credit Agreement, dated as of March 3,
                  1997, among the Company, the institutions from time to time
                  parties thereto as Lenders, the institutions from time to time
                  parties thereto as Issuing Banks, Citicorp USA, Inc. and Pearl
                  Street L.P., as Co-Agents, and Citicorp USA, Inc., as
                  Administrative Agent (Form 10-K to the year ended December 31,
                  1996, Exhibit 4(h), File No. 0-022098).

 *4(i)     -      Amended and Restated Credit Agreement, dated July 3, 1997
                  (Schedule 13E-4, Exhibit (b)(1), dated July 11, 1997).

 *4(j)     -      Indenture, dated as of August 12, 1997 between the Company and
                  the Trustee (Form S-4 Registration Statement, dated October
                  15, 1997, Exhibit 4(j), File No. 333- 36523).

                                      -31-
<PAGE>   32
 *4(k)     -      Form of New Note (included in Exhibit 4(j) above) (Form S-4
                  Registration Statement, dated October 15, 1997, Exhibit 4(k),
                  File No. 333-36523).

 *4(l)     -      Purchase Agreement, dated as of August 7, 1997, among the
                  Company and Goldman, Sachs & Co., McDonald & Company
                  Securities, Inc. and Citicorp Securities Inc. (the "Initial
                  Purchasers") (Form S-4 Registration Statement, dated October
                  15, 1997, Exhibit 4(l), File No. 333-36523).

 *4(m)     -      Exchange and Registration Rights Agreement, dated as of August
                  12, 1997, between the Company and the Initial Purchasers (Form
                  S-4 Registration Statement, dated October 15, 1997, Exhibit
                  4(m), File No. 333-36523).

The following are management contracts and compensatory plans or arrangements in
which directors or executive officers participate:


 *10(a)    -      The Company's 1993 Long-Term Incentive Plan (Form 10, Exhibit
                  10 (j), File No. 0-22098).

 *10(b)    -      Supplemental Terms and Conditions Applicable to December 1993
                  Option Awards Under the Company 1993 Long-Term Incentive Plan
                  (Form S-8 Registration Statement, as amended, Exhibit 4(b),
                  File No. 33-86938).

 *10(c)    -      Employment Agreement dated as of May 1, 1993 between the
                  Company and Robert L. Smialek, as amended and restated (Form
                  10/A, Amendment No. 1 to Form 10, Exhibit 10(k), File No.
                  0-22098).

 *10(d)    -      Form of Indemnification Agreement adopted by the Company as of
                  July 30, 1990, entered into between the Registrant and certain
                  of its officers and directors individually, together with a
                  schedule identifying the other documents omitted and the
                  material details in which such documents differ (Form 10,
                  Exhibit 10(n), File No. 0- 22098).

 *10(e)    -      The Company's 1993 Nonemployee Director Stock Incentive Plan
                  (Form 10/A, Amendment No. 1 to Form 10, Exhibit 10(p), File
                  No. 0-22098).

 *10(f)    -      Value Appreciation Agreement as of December 1996, entered into
                  between the Registrant and the following officers: David M.
                  Aronowitz, Robert F. Heffron, Les G. Jacobs, David A. Kauer,
                  Kenneth H. Koch and Philip K. Woodlief (Form 10-K for the year
                  ended December 31, 1996, Exhibit 10(g), File No. 0-22098).

 *10(g)    -      Form for Income Protection Agreement adopted by the Company as
                  of December, 1996, entered into between the Registrant and the
                  officers identified in Exhibit 10(g) (Form 10-K for the year
                  ended December 31, 1996, Exhibit 10(h), File No. 0-22098).

 *10(h)    -      Stock Purchase Agreement by and between the Company and Water
                  Street Corporate Recovery Fund I, L.P., dated July 10, 1997
                  (Schedule 13E-4, Exhibit (c)(2), filed July 11, 1997).

 *10(i)    -      Stock Purchase Agreement by and between the Company and Robert
                  L. Smialek, dated July 10, 1997 (Schedule 13E-4, Exhibit
                  (c)(1), filed July 11, 1997).

                                      -32-
<PAGE>   33
 *10(j)    -      Amendment, dated August 11, 1997, Stock Purchase Agreement by
                  and between the Company and Water Street Corporate Recovery
                  Fund I, L.P., dated July 10, 1997 (Form S-4 Registration
                  Statement, dated October 15, 1997, Exhibit 4(k), File No.
                  333-36523).

  10(k)    -      First Amendment to the Insilco Corporation 1993 Long-Term
                  Incentive Plan dated November 26, 1996.

  10(l)    -      Extension Agreement between the Company and Robert L. Smialek
                  dated May 1, 1996.

  10(m)    -      Second Extension Agreement between the Company and Robert L.
                  Smialek dated September 25, 1997.

 *21       -      Subsidiaries of the Registrant (Form 10-Q for the quarter
                  ended September 30, 1996, File No. 0-22098).

  23(a)    -      Consent of KPMG Peat Marwick LLP.

  24       -      Power of Attorney of officers and directors of the Registrant
                  appearing on the signature page hereof.

 *25       -      Statement of Eligibility and Qualification Under the Trust
                  Indenture Act of 1939 (T-1) of The Bank of New York (bound
                  separately) (Form S-4 Registration Statement, dated October
                  15, 1997, Exhibit 25, File No. 333-36523).

  27       -      Financial Data Schedule.

  99(a)    -      Schedule II - Valuation and Qualifying Accounts.

*    Incorporated by reference, as indicated.

**   The Registrant agrees to furnish to the Securities and Exchange Commission
     upon request copies of any omitted schedule or exhibit to Exhibits 2(g),
     (h), (i), (j) and (k) and 4(c), 4(d), 4(e), and 4(f).

                                      -33-
<PAGE>   34
(B)       REPORTS ON FORM 8-K

          A report, dated March 5, 1997, on Form 8-K was pursuant to Item 2 of
          that form. The following financial statements were filed as part of
          that report:

              (1)  Pro Forma Financial Information.

                     Unaudited Pro Forma Condensed Balance Sheet as of December
                         31, 1996
                     Unaudited Pro Forma Condensed Consolidated Statements of
                         Operations Year Ended December 31, 1996

          A report, dated October 23, 1997, on Form 8-K was filed pursuant to
          Item 2 of that form.

          A report, dated November 19, 1997, on Form 8-K was filed pursuant to
          Item 2 of that form.

                                      -34-
<PAGE>   35
(C)       EXHIBITS

          The Exhibits to this report begin on page 72.

(D)       FINANCIAL STATEMENT SCHEDULES:

          See Exhibit 99(a) - Schedule II - Valuation and Qualifying Accounts.

       Note:         All other schedules called for under Regulation S-X not
                     included herein have been omitted because they are not
                     applicable, the required information is not material or the
                     required information is included in the financial
                     statements or notes thereto.


                      [This space intentionally left blank]

                                      -35-
<PAGE>   36
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

Date March 30, 1998                            By:  /s/ Philip K. Woodlief
                                                    ----------------------------
                                                    Philip K. Woodlief
                                                    Vice President and Corporate
                                                     Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on the date indicated.


     Robert L. Smialek*       President, Chief Executive       )
     ----------------------   Officer and Director             )
     Robert L. Smialek        (Principal Executive Officer)    )

     Philip K. Woodlief       Vice President and Corporate     )
     ----------------------   Controller                       )
     Philip K. Woodlief       (Principal Accounting Officer)   )

     James J. Gaffney*                                         )
     ----------------------                                    )
     James J. Gaffney         Director                         )

     Terence M. O'Toole*                                       )  March 30, 1998
     ----------------------                                    )
     Terence M. O'Toole       Director                         )

     Thomas E. Petry*                                          )
     ----------------------                                    )
     Thomas E. Petry          Director                         )

     Barry S. Volpert*                                         )
     ----------------------                                    )
     Barry S. Volpert         Director                         )


     /s/ Philip K. Woodlief
     ----------------------
By:  *Philip K. Woodlief
     Attorney-in-Fact

                                      -36-
<PAGE>   37


                              INSILCO CORPORATION


                                   FORM 10-K


                                    EXHIBITS


<PAGE>   38

                                    Exhibit

 *2(a)  -   Amended and Restated Plan of Reorganization Jointly Proposed by the
            Debtors and the Official Joint Committee of Unsecured Creditors
            dated November 23, 1992 (Form T-3, Exhibit T3E-3, File
            No. 22-23356).

 *2(b)  -   Order Confirming Plan of Reorganization and Approving Settlements
            Pursuant to Bankruptcy Rule 9019 dated November 24, 1992 (Form T-3,
            Exhibit T3E-4, File No. 22-23356).

 *2(c)  -   Order on Motion for Order in Aid of Implementation of Plan dated
            March 23, 1993 (Form T-3, Exhibit T3E-5, File No. 22-23356).

 *2(d)  -   Order on Debtors' Supplemental Motion for Order in Aid of
            Implementation of Plan dated March 23, 1993 (Form T-3, Exhibit
            T3E-6, File No. 22-23356).

 *2(e)  -   Notice of (1) Order Confirming Plan of Reorganization, (2)
            Effective Date and (3) Administrative Claims Board Date dated April
            1, 1993 (Form 10, Exhibit 2(e), File No. 0-22098).

 *2(f)  -   Order on Motion for Order in Aid of Implementation of Plan dated
            September 14, 1993 (Form 10/A, Amendment No. 2 to Form 10, Exhibit
            2(f), File No. 0-22098).

 *2(g)  -   Share Purchase Agreement, dated as of June 28, 1996, between the
            Company's subsidiary, GUVAB Gessellschaft Fhr Unternehmensbeteilil
            gungen und Vermogensverwaltung im aluminiumverarbeiten den Bereich
            mbH ("GUVAB"), and Lingemann (Form 8-K dated July 10, 1996, File
            No. 0-22098).**

 *(2h)  -   Asset Purchase Agreement, dated as of July 1, 1996, among the
            Company's subsidiary, HHI Acquisition Corp., Lingemann, and
            Helima-Helvetion International, Inc (Form 8-K dated July 10, 1996,
            File No. 0-22098).**

 *2(i)  -   Stock Purchase agreement, dated as of September 3, 1996, between
            the Company's subsidiary and Esselte Corporation (Form 8-K dated
            September 6, 1996, File No. 0-22098).**

 *2(j)  -   Asset Purchase Agreement, dated as of October 4, 1996, between the
            Company and Franklin Electronic Publishers, Inc.  and List of
            Omitted Schedules (Form 8-K dated October 4, 1996, File No.
            0-22098).**

 *2(k)  -   Asset Purchase Agreement, dated as of February 12, 1997, between
            the Company and Newell Co. (Form 8-K dated March 5, 1997, File
            No. 0-22098).**

 *3(a)  -   Amended and Restated Certificate of Incorporation of the Company
            (Form 10, Exhibit 3(a), File No. 0-22098).

 *3(b)  -   Amended and Restated Bylaws of the Company (Form 10, Exhibit 3(b),
            File No. 0-22098).

 *4(a)  -   Settlement Agreement and Stipulated Order by and between the
            Company, certain subsidiaries of the Registrant, the Valspar
            Corporation and the United States of America by order of the United
            States District Court for the Western District of Texas, San
            Antonio Division, dated January 19, 1993 (Form 10, Exhibit 4(h),
            File No. 0-22098).
<PAGE>   39

                                    Exhibit




 *4(b)  -   Stipulation regarding Settlement Agreement and Stipulated Order
            amending Exhibit 4(h) (Form 10, Exhibit 4(i), File No. 0-22098).

 *4(c)  -   Credit Agreement, dated as of October 21, 1994, among the Company,
            the institutions from time to time parties thereto as Lenders, the
            institutions from time to time parties thereto as Issuing Banks,
            Citicorp USA, Inc.  and Pearl Street L.P., as Co-Agents, and
            Citicorp USA, Inc., as Administrative Agent (Form S-8 Registration
            Statement, as amended, Exhibit 4(o), File No. 33-86938).**

 *4(d)  -   First Amendment to Credit Agreement, dated as of November 21, 1994,
            among the Company, the institutions from time to time parties
            thereto as Lenders, the institutions from time to time parties
            thereto as Issuing Banks, Citicorp USA, Inc.  and Pearl Street
            L.P., as Co-Agents, and Citicorp USA, Inc., as Administrative Agent
            (Form S-8 Registration Statement, as amended, Exhibit 4(p), File
            No. 33-86938).**

 *4(e)  -   Second Amendment to Credit Agreement, dated as of March 8, 1995,
            among the Company, the institutions from time to time parties
            thereto as Lenders, the institutions from time to time parties
            thereto as Issuing Banks, Citicorp USA, Inc.  and Pearl Street L.
            P., as Co-Agents, and Citicorp USA, Inc., as Administrative Agent;
            (Form 10-K for the year ended December 31, 1994, Exhibit 4(f), File
            No. 0-22098).**

 *4(f)  -   Third Amendment to Credit Agreement, dated as of July 18, 1995,
            among the Company, the institutions from time to time parties
            thereto as Lenders, the institutions from time to time parties
            thereto as Issuing Banks, Citicorp USA, Inc.  and Pearl Street L.
            P., as Co-Agents, and Citicorp USA, Inc., as Administrative Agent;
            (Form 10-Q for the quarter ended June 30, 1995, Exhibit 4(g), File
            No. 0-22098).**

 *4(g)  -   Fourth Amendment to Credit Agreement, dated as of June 21, 1996,
            among the Company, the institutions from time to time parties
            thereto as Lenders, the institutions from time to time parties
            thereto as Issuing Banks, Citicorp USA, Inc.  and Pearl Street L.
            P., as Co-Agents, and Citicorp USA, Inc., as Administrative Agent;
            (Form 8-K dated July 10, 1996, File No. 0-22098).**

 *4(h)  -   Fifth Amendment Credit Agreement, dated as of March 3, 1997, among
            the Company, the institutions from time to time parties thereto as
            Lenders, the institutions from time to time parties thereto as
            Issuing Banks, Citicorp USA, Inc.  and Pearl Street L.P., as
            Co-Agents, and Citicorp USA, Inc., as Administrative Agent (Form
            10-K to the year ended December 31, 1996, Exhibit 4(h), File
            No. 0-022098).

 *4(i)  -   Amended and Restated Credit Agreement, dated July 3, 1997 (Schedule
            13E-4, Exhibit (b)(1), dated July 11, 1997).

 *4(j)  -   Indenture, dated as of August 12, 1997 between the Company and the
            Trustee (Form S-4 Registration Statement, dated October 15, 1997,
            Exhibit 4(j), File No. 333-36523).

 *4(k)  -   Form of New Note (included in Exhibit 4(j) above) (Form S-4
            Registration Statement, dated October 15, 1997, Exhibit 4(k), File
            No. 333-36523).




<PAGE>   40

                                    Exhibit




 *4(l)  -   Purchase Agreement, dated as of August 7, 1997, among the Company
            and Goldman, Sachs & Co., McDonald & Company Securities, Inc. and
            Citicorp Securities Inc.  (the "Initial Purchasers")  (Form S-4
            Registration Statement, dated October 15, 1997, Exhibit 4(l), File
            No. 333-36523).

 *4(m)  -   Exchange and Registration Rights Agreement, dated as of August 12,
            1997, between the Company and the Initial Purchasers (Form S-4
            Registration Statement, dated October 15, 1997, Exhibit 4(m), File
            No. 333-36523).

The following are management contracts and compensatory plans or arrangements
in which directors or executive officers participate:


 *10(a)  -   The Company's 1993 Long-Term Incentive Plan (Form 10, Exhibit
             10(j), File No. 0-22098).

 *10(b)  -   Supplemental Terms and Conditions Applicable to December 1993
             Option Awards Under the Company 1993 Long-Term Incentive Plan
             (Form S-8 Registration Statement, as amended, Exhibit 4(b), File
             No. 33-86938).

 *10(c)  -   Employment Agreement dated as of May 1, 1993 between the Company
             and Robert L.  Smialek, as amended and restated (Form 10/A,
             Amendment No.  1 to Form 10, Exhibit 10(k), File No. 0-22098).

 *10(d)  -   Form of indemnification Agreement adopted by the Company as of
             July 30, 1990, entered into between the Registrant and certain of
             its officers and directors individually, together with a schedule
             identifying the other documents omitted and the material details
             in which such documents differ (Form 10, Exhibit 10(n), File No.
             0-22098).

 *10(e)  -   The Company's 1993 Nonemployee Director Stock Incentive Plan (Form
             10/A, Amendment No. 1 to Form 10, Exhibit 10(p), File
             No.0-22098).

 *10(f)  -   Value Appreciation Agreement as of December 1996 entered into
             between the Registrant and the following officers: David M.
             Aronowitz, Robert F. Heffron, Les G. Jacobs, David a Kauer,
             Kenneth H. Koch and Philip K. Woodlief (Form 10-K for the year
             ended December 31, 1996, Exhibit 10(g), File No. 0-22098).

 *10(g)  -   Form of Income Protection Agreement adopted by the Company as of
             December, 1996, entered into between the Registrant and the
             officers identified in Exhibit 10(g) (Form 10-K for the year ended
             December 31, 1996, Exhibit 10(g), 10(h), File No. 0-22098).

 *10(h)  -   Stock Purchase Agreement by and between the Company and Water
             Street Corporate Recovery Fund I, L.P., dated July 10, 1997
             (Schedule 13E-4, Exhibit (c)(2), filed July 11, 1997).

 *10(i)  -   Stock Purchase Agreement by and between the Company and Robert L.
             Smialek, dated July 10, 1997 (Schedule 13E-4, Exhibit (c)(1),
             filed July 11, 1997).




<PAGE>   41

                                    Exhibit




*10(j)   -    Amendment, dated August 11, 1997, Stock Purchase Agreement by and
              between the Company and Water Street Corporate Recovery Fund I,
              L.P., dated July 10, 1997 (Form S-4 Registration Statement, dated
              October 15, 1997, Exhibit 4(k), File No. 333-36523).

 10(k)    -   First Amendment to the Insilco Corporation 1993 Long-Term
              Incentive Plan dated November 26, 1996.

 10(l)    -   Extension Agreement between the Company and Robert L. Smialek
              dated May 1, 1996.

 10(m)    -   Second Extension Agreement between the Company and Robert L.
              Smialek dated September 25, 1997.

 *21      -   Subsidiaries of the Registrant (Form 10-Q for the quarter ended
              September 30, 1996, File No. 0-22098).

 23(a)    -   Consent of KPMG Peat Marwick LLP.

 24       -   Power of Attorney of officers and directors of the Registrant
              appearing on the signature page hereof.

 *25      -   Statement of Eligibility and Qualification Under the Trust
              Indenture Act of 1939 (T-1) of The Bank of New York (bound
              separately) (Form S-4 Registration Statement, dated October 15,
              1997, Exhibit 25, File No. 333-36523).

 27       -   Financial Data Schedule

 99(a)    -   Schedule II-Valuation and Qualifying Accounts.

*    Incorporated by reference, as indicated.
**   The Registrant agrees to furnish to the Securities and Exchange Commission
     upon request copies of any omitted schedule or exhibit to Exhibits 2(g),
     (h), (i), (j) and (k) and 4(c), 4(d), 4(e), 4(f) and 4(g).