Exhibit 99.1
OLIN CORPORATION
501 Merritt 7, Norwalk, CT 06856
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JOSEPH D. RUPP, ANTHONY W. RUGGIERO, and GEORGE H. PAIN or any of them,
with full power of substitution, are hereby appointed proxies to vote all Common
Stock of the undersigned in Olin Corporation which the undersigned would be
entitled to vote on all matters which may come before the Special Meeting of the
Shareholders to be held at [.], on [.] , 2002, at [.] a.m. and at any
adjournment or postponement thereof.
This Proxy will be voted as directed by the shareholder on the items
listed on the reverse side. If no contrary direction is specified, this Proxy
will be voted FOR Item 1.
This card also provides confidential voting instructions for shares
held in the Olin Corporation Contributing Employee Ownership Plan or Arch
Chemicals, Inc. Contributing Employee Ownership Plan. (We refer to both of these
plans as the "CEOP"). If you are a participant and have shares of Olin Common
Stock allocated to your account in the CEOP, please read the following
instruction regarding voting of those shares.
Trustee's Authorization: As a named fiduciary, you may direct JPMorgan
Chase Bank, as Trustee of the CEOP, how to vote the shares of Olin Common Stock
allocated to your CEOP account by completing and returning this Voting
Instruction Form or sending your voting instructions via telephone or Internet.
The Trustee will vote all shares in the CEOP in the same proportion as shares
for which it has received instructions. JPMorgan Chase Bank will vote the shares
represented by this Voting Instruction Form if proper instructions are
completed, signed and received by Mellon Investor Services LLC before 4:00 p.m.
EDT on [.], 2002.
- --------------------------------------------------------------------------------
Comments/Address Change: Please mark box on reverse side
- --------------------------------------------------------------------------------
PLEASE COMPLETE AND SIGN THIS PROXY ON THE REVERSE SIDE, WHERE IT IS CONTINUED,
THEN RETURN IT IN THE ENCLOSED ENVELOPE.
/\ FOLD AND DETACH HERE /\
OLIN CORPORATION
501 Merritt 7, Norwalk, Connecticut 06856
Dear Shareholder:
You are invited to attend our Special Meeting of Shareholders at [.] a.m.
Eastern Daylight Time on [.] at [.].
This is your admission card. If you plan to attend, please mark the box on your
proxy. Be sure to bring the card with you to the Meeting.
Sincerely,
George. H. Pain
Secretary
The Board of Directors recommends a vote FOR Item 1.
ITEM 1.-- ISSUANCE OF COMMON STOCK
TO APPROVE THE ISSUANCE OF SHARES OF OLIN COMMON STOCK IN FOR AGAINST ABSTAIN
THE MERGER OF CHASE INDUSTRIES INC. AND A WHOLLY-OWNED
SUBSIDIARY OF OLIN CORPORATION PURSUANT TO THE AGREEMENT [ ] [ ] [ ]
AND PLAN OF MERGER DATED MAY 7, 2002, AMONG OLIN CORPORATION,
PLUMBER ACQUISITION CORP., (A WHOLLY-OWNED SUBSIDIARY OF OLIN
CORPORATION), AND CHASE INDUSTRIES INC.
YES NO
WILL ATTEND MEETING [ ] [ ]
YES NO
COMMENTS/ADDRESS [ ] [ ]
CHANGE (use space on
reverse side)
Signature ___________________ Signature ___________________ Date _______________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
/\ FOLD AND DETACH HERE /\
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 4PM Eastern Daylight Time
the business day prior to special meeting day.
Your Internet or telephone vote authorizes the named proxies to vote your
shares in the same manner as if you had marked, signed
and returned your proxy card.
- ------------------------------------------ ------------------------------------ ----------------------------------------
Internet Telephone Mail
http://www.eproxy.com/oln 1-800-435-6710
Use the internet to vote your proxy. Use any touch-tone telephone to Mark, sign and date
Have your proxy card in hand when you OR vote your proxy. Have your proxy OR your proxy card
access the web site. You will be card in hand when you call. You and
prompted to enter your control number, will be prompted to enter your return it in the
located in the box below, to create and control number, located in the box enclosed postage-paid
submit an electronic ballot. below, and then follow the envelope.
directions given.
- ------------------------------------------ ------------------------------------ ----------------------------------------
If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.