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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31,1993
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-1070
OLIN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 13-1872319
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
120 LONG RIDGE ROAD STAMFORD, 06904 (ZIP CODE)
CONNECTICUT (ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 356-2000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Series A Conversion Preferred Stock New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF 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 SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES X 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. [X]
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AS OF JANUARY 31, 1994, THE AGGREGATE MARKET VALUE OF REGISTRANT'S VOTING
STOCK HELD BY NON-AFFILIATES OF REGISTRANT WAS APPROXIMATELY $1,005,776,656.
THE APPRAISED VALUE OF THE ESOP PREFERRED SHARES AS INDICATED IN THE MOST
RECENT INDEPENDENT APPRAISER'S QUARTERLY REPORT WAS USED IN DETERMINING THE
MARKET VALUE OF SUCH SHARES.
----------------
AS OF JANUARY 31, 1994, 19,110,486 SHARES OF THE REGISTRANT'S COMMON STOCK WERE
OUTSTANDING.
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DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE IN THIS FORM
10-K AS INDICATED HEREIN:
PART OF 10-K
DOCUMENT INTO WHICH INCORPORATED
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1993 Annual Report to Shareholders of Olin Parts I, II, and IV
Proxy Statement relating to Olin's 1994 Part III
Annual Meeting of Shareholders
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PART I
ITEM 1. BUSINESS
GENERAL
Olin Corporation is a Virginia corporation, incorporated in 1892, having its
principal executive offices in Stamford, Connecticut. It is a manufacturer
concentrated in chemicals, metals, defense-related products and services, and
ammunition. The chemicals segment is divided into three areas or divisions:
Chemicals, Chlor-Alkali and Electronic Materials. Chemicals includes industrial
isocyanurates and acids, flexible urethanes, pool chemicals, performance
urethanes, biocides and surfactants and fluids. Chlor-alkali includes chlor-
alkali products, sodium hydrosulfite and high strength bleach products.
Electronic Materials includes image-forming and related specialty chemicals and
electronic interconnect materials and services. Products in the metals segment
include copper and copper alloy sheet, strip, rod, tube and fabricated parts
and stainless steel strip. The defense and ammunition segment includes small,
medium and large caliber military ammunition, sporting ammunition and advanced
technology products and services for aerospace and defense customers.
Information as to the sales and assets attributable to each of Olin's
industry segments for each of the last ten fiscal years appears on page 19 of
the 1993 Annual Report to Shareholders of Olin ("1993 Shareholders Report") and
in Exhibit 13 hereto. Such information with respect to the last three fiscal
years is incorporated by reference in this Report. Information as to operating
income of Olin's industry segments for each of the last three fiscal years
contained in the Note "Segment Information" of the Notes to Financial
Statements on pages 28 and 29 of the 1993 Shareholders Report and in Exhibit 13
hereto is incorporated herein by reference.
The term "Olin" as used herein means Olin Corporation and its subsidiaries
unless the context indicates otherwise.
1
PRODUCTS AND SERVICES
The following is a list of the principal and certain other products and
services provided by Olin and its affiliates as of December 31, 1993 within
each industry segment. Principal products on the basis of annual revenues are
highlighted in bold face.
CHEMICALS
MAJOR RAW MATERIALS
PRODUCT LINE & COMPONENTS FOR
OR DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES
------------ ------------------------- ------------------------ ---------------------------- ---------------------
Chlor-alkali
Chlor-alkali CHLORINE/CAUSTIC SODA Pulp & paper processing, Augusta, GA salt, electricity
chemical manufacturing, Charleston, TN
water purification, McIntosh, AL
manufacture of vinyl Niagara Falls, NY (Niachlor)
chloride, bleach
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Other Chlor-alkali Sodium Hydrosulfite Paper, textile & clay Augusta, GA caustic soda,
Products bleaching Charleston, TN sulfuric acid,
Salto, Brazil sulfur dioxide
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HyPure(TM) products Industrial & Charleston, TN chlorine, caustic
institutional cleaners, soda
textile bleaching
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Chemicals
Urethanes TOLUENE DIISOCYANATE Lake Charles, LA di-nitrotoluene,
(TDI) Intermediate for Fukuoka, Japan (Kyodo chlorine, ammonia,
flexible foam used in TDI Limited Company) natural gas
furniture,
Flexible polyols bedding, carpet Brandenburg, KY propylene oxide,
underlay, Punta Camacho, Venezuela ethylene oxide
transportation, (Etoxyl, C.A.)
packaging Ibaraki-ken, Japan
(Asahi-Olin Ltd.)
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Urethane systems Packaging & insulation Ibaraki-ken, Japan polyols, methylene
(Asahi-Olin, Ltd.) diphenyl diisocyanate
Salto, Brazil
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Industrial CDB(R) Chlorinated Sanitizers for S. Charleston, WV chlorine, caustic
Isocyanurates isocyanurates industrial & household Lake Charles, LA soda, urea
cleaners Salto, Brazil
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Virgin & regenerated Petroleum refining, Beaumont, TX sulfur, oxygen
sulfuric acid agricultural chemicals Shreveport, LA
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Pool Chemicals HTH(R), SOCK-IT(R), Residential & commercial Charleston, TN chlorine, lime,
PULSAR(R), SUN-BURST(TM), pool sanitizing, water Igarassu, Brazil (Nordesclor caustic soda
DURATION(R) & CCH(R) purification S.A.)
CALCIUM HYPOCHLORITE Kempton Park, S. Africa
(Aquachlor
(Proprietary) Ltd.)
Brisbane, Australia
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PACE(R), SUN(R) Residential & commercial Lake Charles, LA chlorine, caustic
CHLORINATED pool sanitizing, water Livonia, MI soda, urea
ISOCYANURATES purification S. Charleston, WV
Amboise, France
(Hydrochim, S.A.)
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Performance Aliphatic isocyanates Coatings, elastomers, Lake Charles, LA chlorine, specialty
Urethanes adhesives & sealants aliphatic amines
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Specialty polyols Elastomers, adhesives, Brandenburg, KY propylene oxide,
coatings, sealants & Ibaraki-ken, Japan ethylene oxide
rigid foam (Asahi-Olin, Ltd.)
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* If site is not operated by Olin or a majority-owned, direct or indirect
subsidiary, name of joint venture, affiliate or operator is indicated. Sites
manufacture, distribute or market one or more of the identified products or
services.
2
CHEMICALS (CONT'D)
MAJOR RAW MATERIALS
PRODUCT LINE PRODUCTS PLANTS & COMPONENTS FOR
OR DIVISION & SERVICES MAJOR END-USES & FACILITIES* PRODUCTS/SERVICES
------------ ------------------------- ------------------------ -------------------------------- -------------------
Hydrazine Hydrazine solutions & Intermediate in blowing Lake Charles, LA chlorine, caustic
hydrazine-based agents & agricultural McIntosh, AL soda, ammonia,
propellants chemicals; boiler water dimethylamine,
treatment, rocket & monomethylamine
satellite propellants
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Biocides Zinc Omadine(R) Biocide Antidandruff agents Rochester, NY pyridine, zinc
& Sodium Omadine(R) in shampoo, preservative Swords, Ireland salts, chlorine
Biocide in metal working fluids,
coatings,
adhesives, plastics, an-
tifouling agent in
marine paints
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Custom chemicals Chemical intermediates Rochester, NY
manufacturing
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Organics Anionic & nonionic Household, industrial & Brandenburg, KY ethylene oxide,
surfactants, glycols, institutional cleaners, Punta Camacho, propylene oxide
glycol ethers, fluids basestocks for water Venezuela (Etoxyl, C.A.)
based metal-
working/hydraulic fluids
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Electronic Materials
Electronic High purity acids & Used as process aids in Chandler, AZ various acids
Chemicals solvents, dopants, semi-conductor Nazareth, PA & solvents,
vapor deposition manufacturing Seward, IL ammonia-based
chemicals, specialty etchants
etchants
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Photoresists & polyimides Used as semiconductor Brandenburg, KY diazo compounds,
components and/or as East Providence, RI (OCG rubber polymers,
process aids in Microelectronic novolak polymers,
semiconductor Materials, Inc.) solvents,
manufacturing Tempe AZ (OCG photoinitiators,
Microelectronic polyimide polymers
Materials, Inc.)
Zwijndrecht, Belgium (OCG
Microelectronic Materials N.V.)
Shizuoka, Japan (Fuji-Hunt
Electronics Technology
Co., Ltd.)
Basle, Switzerland (OCG
Microelectronic Materials AG)
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Conductive coatings & Membrane keyboards, Ontario, CA various precious
adhesives, polymer medical devices, defense metals
thick film electronics
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Toners, developers Used in computer Berea, OH resins,
printers Kallo, Belgium hydrocarbons
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* If site is not operated by Olin or a majority-owned, direct or indirect
subsidiary, name of joint venture, affiliate or operator is indicated. Sites
manufacture, distribute or market one or more of the identified products or
services.
3
CHEMICALS (CONT'D)
MAJOR RAW MATERIALS
PRODUCT LINE PRODUCTS PLANTS & COMPONENTS FOR
OR DIVISION & SERVICES MAJOR END-USES & FACILITIES* PRODUCTS/SERVICES
------------ ------------------------ ------------------------ ------------------------- ---------------------
Interconnect High performance, All industry market New Bedford, MA all metals, metal
Materials high reliability, segments; computer, (Aegis, Inc.) alloys, metal
hermetic metal communications, medical, matrix composites,
packages for the industrial, special alloys and
microelectronics instrumentation, glasses
industry automotive, consumer,
aerospace and military
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High performance Integrated circuits & Manteca, CA specialty aluminum
integrated circuit multi-chip modules for alloys & specialty
packaging materials computer, adhesives
telecommunications,
instrumentation &
automotive products
METALS
Olin Brass COPPER & COPPER ALLOY Electronic connectors, Bryan, OH copper, zinc &
SHEET & STRIP lead frames, electrical East Alton, IL other nonferrous
(STANDARD & HIGH components, Indianapolis, IN metals
PERFORMANCE) communications, Waterbury, CT
automotive, builders' Iwata, Japan (Yamaha-Olin
hardware, coinage Metal Corporation)
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Network of metals Electronic connectors, Alliance, OH copper & copper alloy
service centers electrical components, Caguas, PR sheet, strip, rod,
communications, Carol Stream, IL tube & steel &
automotive, builders' Allentown, PA aluminum strip
hardware, household Warwick, RI
products Watertown, CT
Yorba Linda, CA
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Beryllium copper strip High performance East Alton, IL beryllium copper
electronic applications
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POSIT-BOND(R) CLAD METAL Coinage strip & blanks East Alton, IL cupronickel,
copper & aluminum
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ROLLED COPPER FOIL, Printed circuit boards, Waterbury, CT copper, zinc
COPPERBOND(R) FOIL, electrical & electronic, & other nonferrous
STAINLESS STEEL STRIP automotive metals, stainless
steel
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COPPER ALLOY SEAMLESS Utility condensers, Cuba, MO copper, zinc & other
& WELDED TUBE industrial heat Indianapolis, IN nonferrous metals
exchangers,
refrigeration & air
conditioning, builders'
hardware, automotive
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Fabricated products Builders' hardware, East Alton, IL brass & stainless
cartridge cases, shaped Coventry, U.K. steel strip
charge cones, (Techniche Olin Limited)
transportation,
household & recreational
products
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Copper & copper alloy Fasteners, electrical Indianapolis, IN copper, zinc & other
rod & wire connectors, nonferrous metals
transportation, plumbing
& builders' hardware
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* If site is not operated by Olin or a majority-owned, direct or indirect
subsidiary, name of joint venture, affiliate or operator is indicated. Sites
manufacture, distribute or market one or more of the identified products or
services.
4
DEFENSE AND AMMUNITION
MAJOR RAW MATERIALS
PRODUCT LINE PRODUCTS PLANTS & COMPONENTS FOR
OR DIVISION & SERVICES MAJOR END-USES & FACILITIES* PRODUCTS/SERVICES
------------ ------------------------ ------------------------ -------------------- ---------------------------
Ordnance LARGE CALIBER MILITARY Used by tanks & Marion, IL various metals,
AMMUNITION, MORTARS, artillery Red Lion, PA propellants,
PROJECTILES & St. Marks, FL fibre products, sub-
COMPONENTS St. Petersburg, FL contracted components
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MEDIUM CALIBER MILITARY Used by ground Marion, IL Ball Powder(R) propellant,
AMMUNITION & COMPONENTS vehicles, ships, explosives, various metals,
helicopters & aircraft sub-contracted components
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BALL POWDER(R) Small caliber commercial St. Marks, FL nitrocellulose
PROPELLANT, EXPLOSIVES ammunition, small,
& research & development medium & large caliber
for propulsion systems military ammunition
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Demilitarization of Contracts for disposal Marion, IL Government supplied
medium & large caliber of U.S. Government ammunition & rocket
ammunition & rocket surplus ammunition & motors
motors rocket motors
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Government-owned Maintenance of U.S. Army Baraboo, WI sub-contracted &
arsenal operations production plant & laid- Idaho Falls, ID government-supplied
(GOCO) & management away plant & management (Babcock & Wilcox components
operations (M&O) of U.S. Energy Idaho, Inc.)
Department plant
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Gas generators Specialty solid- Marion, IL various metals, solid
propellant gas propellant ingredients
generators & for & subcontracted
missiles & aircraft components
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Aerospace Pulsed power systems Pulsed high voltage gen- San Leandro, CA sub-contracted
erators, nuclear radia- components,
tion simulators, accel- including capacitors
erators, high frequency
modulators, military
hardware survivability
assessment, high power
microwave systems
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Anti-armor systems Design, development & San Leandro, CA various metals,
testing of advanced Tracy, CA sub-contracted
antiarmor warhead sys- Lucerne, Switzerland components, explosive
tems for various anti- ingredients
tank missiles; volume
production of missile-
body metal parts; load,
assembly & pack of vari-
ous explosive devices
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Low-voltage power Design, development, Redmond, WA electronic piece
conditioning & test & production of parts, printed
controlling devices; aircraft, missile, wireboards, formed
digital test equipment; spacecraft, shipboard & metal parts
airborne electronic van-mounted power
products equipment for military &
commercial applications;
design, development,
test & production of
microprocessor-based
stores test equipment
for military aircraft
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* If site is not operated by Olin or a majority-owned, direct or indirect
subsidiary, name of joint venture, affiliate or operator is indicated. Sites
manufacture, distribute or market one or more of the identified products or
services.
5
DEFENSE AND AMMUNITION (CONT'D)
MAJOR RAW MATERIALS
PRODUCT LINE PRODUCTS PLANTS & COMPONENTS FOR
OR DIVISION & SERVICES MAJOR END-USES & FACILITIES* PRODUCTS/SERVICES
------------ ------------------------ ------------------------ ------------------ -----------------------
Aerospace Hydrazine rocket Directional control Moses Lake, WA various metals,
(continued) engines; advanced rockets & propulsion Redmond, WA sub-contracted
propulsion systems & systems for satellite & components,
components; inflation space vehicles, launch hydrazine liquid
systems; specialty vehicles, tactical propellant, ammonium
solid-propellant missiles & projectiles; nitrate- and sodium
devices specialty solid- azide-based solid
propellant gas propellant
generator-based devices ingredients
for munitions
dispensing, fire
suppression, flotation &
other inflation systems
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Winchester(R) WINCHESTER(R) SPORTING Hunters & recreational East Alton, IL brass, lead, steel,
AMMUNITION (SHOT- shooters, law Geelong, Australia plastic, Ball Powder(R)
SHELLS, SMALL CALIBER enforcement agencies propellant,
CENTERFIRE & explosives
RIMFIRE AMMUNITION)
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Small caliber military Infantry and mounted East Alton, IL brass, lead, Ball
ammunition weapons Powder(R) propellant,
explosives
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Government-owned Maintenance and Independence, MO brass, lead, Ball
arsenal operation (GOGO) operation of U.S. Army Powder(R) propellant,
small caliber military explosives,
ammunition production government supplied
plant components
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Industrial products (8 Maintenance applications East Alton, IL brass, lead,
gauge loads & powder- in power & concrete Geelong, Australia plastic, Ball
actuated tool loads) industries, powder- Powder(R) propellant,
actuated tools in explosives
construction industry
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* If site is not operated by Olin or a majority-owned, direct or indirect
subsidiary, name of joint venture, affiliate or operator is indicated. Sites
manufacture, distribute or market one or more of the identified products or
services.
6
1993 DEVELOPMENTS
In December 1993, Olin announced a series of strategic actions, consisting of
personnel reductions, business restructurings, including consolidations and re-
alignments within divisions, provisions for costs at sites of discontinued
businesses, future environmental liabilities and other charges. As a result of
these actions, Olin recorded a pre-tax charge to earnings of $213 million ($132
million aftertax) in the fourth quarter of 1993.
On October 1, 1993, Olin sold its interest in Langenberg Kupfer und
Messingwerke GmbH & Co KG to its partner, Wieland-Werke AG, and in so doing
dissolved their four-year old German joint venture partnership. The companies
will continue joint research and development activities, and Wieland will
market certain Olin alloys in Europe.
In July 1993, Olin and GenCorp Inc. announced that they are holding
discussions regarding the possible acquisition by Olin of certain assets of the
medium caliber ordnance business of GenCorp Inc. To date, the companies have
not reached a definitive agreement. Discussions are continuing and any
agreement would be subject to a number of conditions including approval by the
boards of directors of both companies.
INTERNATIONAL OPERATIONS
Olin has sales offices and subsidiaries in various countries which support the
worldwide export of products from the United States as well as overseas
production facilities. In addition, Olin has manufacturing interests, both
direct and through joint ventures, in several foreign countries.
An Olin subsidiary in Ireland manufactures biocides for personal care and
industrial applications; a Brazilian subsidiary manufactures urethane systems
and Reductone(R) sodium hydrosulfite. An Olin Hunt subsidiary located in
Belgium packages toners which are marketed throughout Europe. OCG
Microelectronic Materials, a group of companies owned by Ciba-Geigy Limited and
Olin, markets photoresists, polyimides and other image forming chemicals
throughout Europe. A joint venture of OCG Microelectronic Materials, Inc. and
Fuji Photo Film Co., Ltd. manufactures photoresists in Japan and markets them
throughout the Far East.
Nordesclor S.A., a joint venture with S.A. Industrias Votorantim, a Brazilian
company, manufactures calcium hypochlorite. Through a joint venture with
Sentrachem Limited, Olin has an interest in a plant in South Africa for the
production of HTH(R) pool chemicals. Olin holds a 100% interest in Hydrochim,
S.A. a French chloroisocyanurate repacking operation.
Olin has interests in plants in Japan and Venezuela for the production of
urethane polyols and other specialty chemicals through joint ventures with
Asahi Glass Company Ltd. and Corimon, C.A.S.A.C.A., respectively. Olin also has
an interest in a plant recently completed in Venezuela for the production of
ethylene oxide and ethylene glycol through a joint venture with Corimon,
C.A.S.A.C.A., Petroquimica de Venezuela S.A. and the International Finance
Corporation. A joint venture of Olin and Asahi Glass Company Ltd. has an
interest in a TDI production plant in Japan with Mitsui Toatsu.
Yamaha-Olin Metal Corporation, a joint venture with Yamaha Corporation,
manufactures high-performance copper alloys in Japan for sale to the
electronics industry throughout the Far East.
Techniche Olin Limited, a joint venture with a U.K. company, manufactures
shaped charge cones in Coventry, England and markets them to prime contractors
for inclusion in armor piercing munitions for certain West European countries.
An Olin subsidiary loads and packs sporting and industrial ammunition in
Australia.
7
The geographic segment data contained in the Note "Segment Information" of
the Notes to Financial Statements on pages 28 and 29 of the 1993 Shareholders
Report and Exhibit 13 hereto are incorporated by reference in this Report.
CUSTOMERS AND DISTRIBUTION
During 1993, no single nongovernmental customer accounted for more than 2% of
Olin's total consolidated sales and U. S. government sales accounted for 15% of
Olin's total consolidated sales. Products which Olin sells to industrial or
commercial users or distributors for use in the production of other products
constitute a major part of Olin's total sales. Some of its products, such as
pool chemicals, sporting ammunition and brass, are sold to a large number of
users or distributors, while others, such as certain industrial chemicals, are
sold in substantial quantities to a relatively small number of industrial
users.
Most of Olin's products and services are marketed primarily through its sales
force and sold directly to various industrial customers, the U.S. Government
and its prime contractors to wholesalers and other distributors.
Chemicals. Principal customers of Olin's chemicals products include the pulp
and paper industries, vinyl chloride manufacturers, household and industrial
cleaner suppliers, municipal and industrial wastewater treatment companies,
specialty chemical manufacturers, flexible and rigid foam suppliers, automotive
companies, packaging suppliers, the refrigeration industry, manufacturers of
adhesives, coatings, elastomers and sealants, suppliers of various consumer
products including shampoos and swimming pool sanitizers, semiconductor
manufacturers, non-impact computer printer manufacturers and defense
contractors. Principal customers of Olin's interconnect materials business are
suppliers to semiconductor manufacturers and major computer and
telecommunications manufacturers.
Metals. Principal customers of Olin's copper and copper alloy strip, sheet
and rod and seamless and welded tube include producers of electrical and
electronic equipment, builders' hardware and appliances, the plumbing,
automotive and air-conditioning industries and manufacturers of a variety of
consumer goods.
Olin manufactures cartridge brass for its ammunition business and for other
ammunition makers. Olin also serves numerous high-technology markets through a
thin-gauge reroll operation that produces stainless steels, high-temperature
alloys and glass sealing alloys, in addition to copper and copper alloys.
Posit-Bond(R) clad metal has made Olin a major supplier of metal to the U.S.
Mint. Olin also sells various alloys to foreign governments for coinage
purposes.
The metal products business is also focused on the electronics market,
providing high performance and high quality materials needed by the electronics
industry and other advanced technology customers. These materials include Olin-
developed proprietary alloys and Copperbond(TM) treated copper foil marketed to
the printed circuit industry.
Fabricated products are principally sold to ammunition manufacturers, the
U.S. Armed Forces, building product suppliers, household product manufacturers
and automotive manufacturers.
Defense and Ammunition. The principal customers of the Ordnance division are
the U.S. Department of Defense and certain foreign governments. Principal
customers of the Aerospace division are the U.S. Government, major defense
contractors, aerospace companies and certain foreign governments. The principal
users of the Winchester division's products are recreational shooters, hunters,
law enforcement agencies, the power and concrete industries, the construction
industry, the U.S. Armed Forces and certain foreign governments.
8
GOVERNMENT SALES
U.S. Government sales were approximately $354 million in 1993, $409 million
in 1992 and $453 million in 1991.
Approximately 89% of such 1993 sales were to the Department of Defense or
agencies thereof. In addition, Olin operates certain Government owned plants,
including the Lake City Army Ammunition Plant in Independence, Missouri, for
which Olin receives fee income. Products and services sold to the Government,
to Government contractors or friendly foreign governments include ammunition,
propellant and specialty defense products and services. Olin also manufactures
and blends hydrazine based fuels for the Government for use as a propellant for
the Space Shuttle, satellites and expendable launch vehicles. The U.S. Mint
purchases cupronickel for nickels and Posit-Bond(R) clad metal for other U.S.
coins. Ammunition cups and strip are sold to Government contractors for
ultimate delivery to the Government.
Olin's Government business is performed under both cost reimbursement and
fixed price contracts. Cost reimbursement contracts provide for the
reimbursement of allowable costs plus the payment of a fixed fee, an incentive
fee based upon actual performance as compared to contractual targets, or an
award fee based upon unilateral evaluation by the Government. Olin's fixed
price contracts are either firm fixed price contracts or incentive contracts
under which Olin shares certain savings or overruns with the Government.
Government contracts generally have provisions for audit by the Government,
and cost reimbursement contracts have limitations on reimbursable costs.
Contracts may be terminated at the Government's convenience upon payment of
certain termination costs and, in some cases, profits. Olin's Government
business is subject to Government procurement regulations.
Continuing reductions in the levels of defense procurement are currently
adversely affecting the Defense and Ammunition segment's performance and may
continue to do so in future years. Consequently, these reductions may also
adversely affect, to a lesser extent, Olin's financial performance in future
years, including its income, liquidity, capital resources and financial
condition. In addition, changes in the strategic direction of defense spending
and the timing of defense procurement may also adversely affect this segment
and Olin. The precise impact of defense spending cutbacks will depend on the
level of cutbacks, the extent to which these cutbacks are in the conventional
ammunition area and Olin's ability to mitigate the impact of the cutbacks with
new business or by business consolidations. Olin currently provides services to
the U.S. Government in facilities management and is pursuing other business
areas such as ordnance demilitarization. In view of continuing spending
cutbacks of the Department of Defense, the historical financial information of
the Defense and Ammunition segment and, to a lesser extent, of Olin, may not be
indicative of future performance.
COMPETITION
Olin is in active competition with businesses producing the same or similar
products, as well as, in some instances, with businesses producing different
products designed for the same uses. With respect to certain product groups,
such as ammunition and copper alloys, and with respect to certain individual
products, such as pool chemicals, chlor-alkali and urethane products, Olin is
one of the largest manufacturers or distributors in the United States. With
respect to its many other products, Olin's share of total domestic sales varies
greatly.
EMPLOYEES
As of December 31, 1993, Olin had approximately 12,438 employees (excluding
approximately 1,529 employees at Government owned contractor operated
facilities), approximately 11,878 of whom
9
were working in the United States and approximately 560 of whom were working in
foreign countries. A majority of the hourly paid employees are represented, for
purposes of collective bargaining, by various labor unions. Some labor
contracts extend for as long as four years, but during each year new agreements
must be negotiated in a number of Olin's plants. Two major labor contracts were
renewed in 1993. One major collective bargaining agreement will expire in 1994.
While relations between Olin and its employees and their various
representatives are generally considered satisfactory, there can be no
assurance that new labor contracts can be concluded without work stoppages. No
major work stoppages have occurred in the last three years.
RESEARCH ACTIVITIES; PATENTS
Olin's research activities are conducted both on a product group and
corporate-wide basis at a number of facilities. Company sponsored research
expenditures were approximately $41 million during 1993, $39 million during
1992 and $41 million during 1991. Customer sponsored research expenditures
(primarily U.S. Government) were approximately $88 million in 1993, $84 million
in 1992 and $71 million in 1991.
Olin owns, or is licensed under, a number of patents, patent applications and
trade secrets covering its products and processes. Olin believes that, in the
aggregate, the rights under such patents and licenses are important to its
operations, but does not consider any patent or license or group thereof
related to a specific process or product to be of material importance when
viewed from the standpoint of Olin's total business.
RAW MATERIALS AND ENERGY
Olin purchases the major portion of its raw material requirements. The
principal basic raw materials required by Olin for its production of chemicals
are various hydrocarbons, salt, lime, electricity, proplylene oxide, ethylene
oxide, natural gas, toluene, sulfur, ammonia and urea. Copper, zinc and various
other nonferrous metals are required for the metals business. Lead, brass and
propellant are the principal raw materials used in the ammunition business.
Olin's principal basic raw materials are typically purchased pursuant to
multiyear contracts. In addition, Olin uses many chemicals produced in its own
operations as raw materials, intermediates or processing agents in the
production of various other chemical products. In the manufacture of
ammunition, Olin uses a substantial percentage of its own output of smokeless
powder and cartridge brass. Additional information with respect to specific raw
materials is set forth in the table above under the caption entitled "Products
and Services."
Electricity is the predominant energy source for Olin's manufacturing
facilities. Olin's facilities are served by utilities which generate
electricity principally from coal and natural gas.
ENVIRONMENTAL AND TOXIC SUBSTANCES CONTROLS
The establishment and implementation of federal, state and local standards to
regulate air, water and land quality has affected and will continue to affect
substantially all of Olin's plants. Facilities and equipment to protect the
environment do not inherently produce any significant increase in product
capacity, efficiency or revenue, and their operation generally entails
additional expense and energy consumption. Federal legislation providing for
regulation of the manufacture, transportation, use and disposal of hazardous
and toxic substances has imposed additional regulatory requirements on
industry, particularly the chemicals industry. In addition, implementation of
environmental laws, such as the Resource Conservation and Recovery Act and the
Clean Air Act, has required and will continue to require new capital
expenditures and will increase operating costs. Olin employs waste minimization
and pollution prevention programs at its manufacturing sites. In order to help
finance the cleanup of waste disposal sites, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986 ("Superfund"),
10
imposes a tax on the sale of various chemicals, including chlorine, caustic and
certain other chemicals produced by Olin, and on the disposal of certain
hazardous wastes.
Olin is party to various governmental and private environmental actions
associated with waste disposal sites and manufacturing facilities. Associated
costs of investigatory and remedial activities are provided for in accordance
with generally accepted accounting principles governing probability and the
ability to reasonably estimate future costs. Environmental provisions charged
to income amounted to $85 million in 1993, $17 million in 1992, and $18 million
in 1991. The significant increase in 1993 resulted from expanded volumes of
contaminants uncovered while remediating a particular site, combined with the
availability of more definitive data from progressing investigatory activities
concerning both the nature and extent of contamination and remediation
alternatives at other sites. Charges to income for investigatory and remedial
efforts were material to operating results in 1993, 1992, and 1991 and may be
material to net income in future years.
Cash outlays for environmental-related activities totalled $93 million in
1993 as compared with $103 million in 1992 and $90 million in 1991. During
1993, $49 million of these cash outlays were directed towards normal plant
operations for the disposal of waste and the installation, operation and
maintenance of pollution control equipment and facilities to ensure compliance
with mandated and voluntarily imposed environmental quality standards.
Comparable spending for 1992 and 1991 was $62 million and $65 million,
respectively. Included in the costs for normal plant operations were
environmental capital expenditures for pollution control equipment and
pollution abatement facilities. Spending for environmental capital expenditures
was $11 million in 1993 and $25 million in both 1991 and 1992. The 1991 and
1992 environmental capital expenditures include construction costs for a waste
water treatment facility at the company's Lake Charles plant. Historically,
Olin has funded its environmental capital expenditures through cash flow from
operations and expects to do so in the future.
Cash outlays for remedial and investigatory activities associated with former
waste sites and past operations were $44 million in 1993, $41 million in 1992
and $25 million in 1991. These amounts were not charged to income but instead
were charged to reserves established for such costs identified and expensed to
income in prior years.
Olin's estimated environmental liability at the end of 1993 was attributable
to 70 sites, 34 of which were on the National Priority List ("NPL"). Ten sites
accounted for approximately 75% of such liability and, of the remaining sites,
no one site accounted for more than three percent of such liability. Four of
these ten sites were in the investigatory stage of the remediation process. In
this stage, remedial investigation and feasibility studies are conducted by
either Olin, the United States Environmental Protection Agency ("EPA") or other
potentially responsible parties ("PRP's"). At another four of the ten sites, a
Record of Decision ("ROD") or its equivalent has been issued by either the EPA
or responsible state agency and Olin either alone, or as a member of a PRP
group, was engaged in performing the remedial measures required by that ROD. At
the remaining two of the ten sites, part of the site is subject to a ROD and
another part is still in the investigative stage of remediation. All ten sites
were either former manufacturing facilities or waste sites containing
contamination generated by those facilities.
Total environmental-related cash outlays for 1994 are estimated to be $90
million, of which $50 million is expected to be spent on normal plant
operations, including $10 million on capital projects, and $40 million on
investigatory and remedial efforts.
Annual environmental-related cash outlays for capital projects, site
investigation and remediation, and normal plant operations are expected to
range between $90-$105 million over the next several years. While the company
does not anticipate a material increase in the projected annual level of its
environmental-related costs, there is always the possibility that such
increases may occur in the future
11
in view of the uncertainties associated with environmental exposures.
Environmental exposures are difficult to assess for numerous reasons, including
the identification of new sites, developments at sites resulting from
investigatory studies, advances in technology, changes in environmental laws
and regulations and their application, the scarcity of reliable data pertaining
to identified sites, the difficulty in assessing the involvement and financial
capability of other potentially responsible parties and the company's ability
to obtain contributions from other parties and the time periods (sometimes
lengthy) over which site remediation occurs. It is possible that some of these
matters (the outcome of which is subject to various uncertainties) may be
decided unfavorably against Olin.
See also Item 3, Legal Proceedings below, the Note "Environmental" of the
Notes to Financial Statements contained in the 1993 Shareholders Report and
Exhibit 13 hereto, and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" incorporated in this Report for additional
information regarding environmental matters affecting Olin.
ITEM 2. PROPERTIES
Olin has plants at 35 separate locations in 20 states and 3 plants in 3
foreign countries. Most plants are owned; a number of small plants and portions
of one major plant are leased. Listed under Item 1 above in the table set forth
under the caption "Products and Services" are the locations at or from which
Olin's products and services are manufactured, distributed or marketed by
segment.
Olin leases warehouses, terminals and distribution offices and space for
executive and branch sales offices and service departments throughout the
country and overseas.
ITEM 3. LEGAL PROCEEDINGS
(a) In December 1979, an action was commenced in the U.S. District Court in
New York by the United States against Occidental Chemical Corporation (then
known as Hooker Chemical & Plastics Corporation) ("Oxychem"), certain related
companies, Olin and the City of Niagara Falls, New York, alleging that chemical
wastes are migrating in violation of environmental laws or regulations from a
site in Niagara Falls where Oxychem and Olin own adjacent, inactive chemical
waste landfills. The United States is seeking injunctive relief and an order
requiring Oxychem and Olin, among other things, to secure the landfill site,
install a leachate collection system and treat whatever leachate is collected,
as well as an order requiring Oxychem and Olin to place $16.5 million in trust
or provide a bond to ensure that the site will be secured. The United States is
also seeking civil penalties for each day of alleged violation of the Clean
Water Act which currently has a maximum daily penalty of $25,000.
In November 1980, the State of New York filed a complaint as co-plaintiff in
the same action based upon essentially the same factual allegations as in the
suit brought by the United States. The State is seeking $100 million
compensatory damages and $100 million punitive damages. The State is also
requesting a court order to abate the alleged nuisance and penalties of $10,000
per day for alleged violations of each of four provisions of New York's
Environmental Conservation Law. In 1983, the State filed a motion to amend its
complaint to include a count under CERCLA (Comprehensive Environmental
Response, Compensation and Liability Act of 1980) alleging damage to natural
resources. In 1986, the Department of Justice filed a motion to amend its
complaint to include a CERCLA and SARA (Superfund Amendments and
Reauthorization Act of 1986) count. Oxychem and Olin have filed in opposition
to the motions and the court has deferred a ruling on both motions.
The U.S. Environmental Protection Agency ("EPA") notified Olin and Oxychem of
an aggregate of $3,050,000 in agency oversight costs on the project.
Under a stipulation entered into by all parties in 1984, Olin and Oxychem
undertook a site remedial investigation which was completed in October 1988.
Subsequently, the parties entered into a further
12
stipulation under which Oxychem and Olin conducted a feasibility study of
possible remedial measures. Olin does not expect these stipulations to have any
further effect on the outcome of this matter. The remedial investigation and
feasibility study was completed in July 1990. On September 24, 1990, EPA issued
a Proposed Remedial Action Plan and on September 29, 1990 a Record of Decision
("ROD"). The EPA selected remedy was estimated to cost $30 million. On
September 30, 1991, the EPA issued an administrative order directing Olin and
Oxychem to implement the remedy identified in the September 29, 1990 Record of
Decision. Olin and Oxychem have agreed to perform the remedy identified on such
order. The cost of any remedy is expected to be shared by Olin and Oxychem in
an agreed-upon proportion. Olin believes that any liability incurred by it in
this matter will not materially affect its financial condition.
(b) In June 1987, the EPA issued a ROD recommending remedial actions and
ecological studies with respect to mercury contamination at the site of Olin's
former mercury cell chlor-alkali plant in Saltville, Virginia. In August 1987,
EPA, under Section 122 of CERCLA, asked Olin to undertake the work called for
in the ROD, and Olin agreed to do so. Olin's commitment was required to be
incorporated into a Consent Decree to be filed with a federal district court.
EPA's draft of the Consent Decree included a proposed $1.4 million Clean Water
Act penalty for past unpermitted discharges from a muck pond at the site, as
well as $570,000 in reimbursement of past EPA costs. In response to Olin's
request, EPA has agreed to reduce the costs to $456,000 and to sever the
penalty from the CERCLA action, making it the subject of separate negotiations
after execution of the Consent Decree. In 1988, the proposed $1.4 million Clean
Water Act penalty was severed from the Consent Decree entered into by Olin and
filed with the U.S. District Court for the Western District of Virginia, and
the EPA has taken no further action with respect to any proposed penalty.
(c) In December 1987, a Federal Trade Commission ("FTC") administrative law
judge ruled that Olin must divest the chlorinated isocyanurates business
acquired from FMC Corporation in 1985, which includes isocyanurates
manufacturing and packaging and the Sun(R) brand trademark. The ruling stated
that the acquisition lessened competition in markets for chlorinated
isocyanurates and calcium hypochlorite dry swimming pool sanitizers. Olin
appealed this decision to the FTC. In July 1990, the FTC announced that it had
issued an order denying Olin's appeal and requiring Olin to divest itself of
such business within one year of the order becoming final following appeal.
Olin has appealed the FTC decision to the U.S. Court of Appeals. The U.S. Court
of Appeals upheld the FTC decision on February 26, 1993 and Olin's petition for
en banc review was denied. Olin petitioned for review by the U.S. Supreme Court
and such petition was denied.
Olin believes that a divestment of this business would not materially affect
its financial condition or results of operations.
(d) In late 1991, the EPA brought a civil action in the U.S. District Court
in Tennessee against Olin alleging violations of the Clean Air Act and
regulations thereunder with respect to mercury emissions at Olin's Charleston,
Tennessee plant. The complaint alleges, among other things, that Olin failed to
maintain a mercury cell in a manner to minimize leakage of mercury and mercury
contaminated material for a period of approximately 17 months. EPA claims civil
penalties of $25,000 per day for each alleged violation. Olin and EPA have
reached a settlement in principle in this matter pursuant to which Olin will
pay $1 million in penalties.
Olin believes that any liability incurred by it in this matter will not
materially affect its financial condition.
(e) As part of the continuing environmental investigation by Federal, state
and local governments of waste disposal sites, Olin has entered into a number
of settlement agreements requiring it to contribute to the cost of the
investigation and cleanup of a number of sites. This process of investigation
and cleanup is expected to continue.
13
(f) On November 21, 1989, a Massachusetts state trial court ruled in Augat,
Inc. and Isotronics v. Aegis, Inc., et al. that Aegis, Inc. ("Aegis") (a
Massachusetts corporation wholly owned by Olin-Asahi Interconnect Technologies)
and a certain individual were liable to plaintiffs on matters dealing with
employee solicitation and use of certain confidential information, which the
trial court found were violations of the Massachusetts Unfair Competition
statute. On January 16, 1991, the Supreme Judicial Court of Massachusetts
upheld in part and overturned in part the lower court decision. That court held
that the defendants were liable to the plaintiffs on the narrow ground that
they had induced an employee to breach his fiduciary duty to plaintiffs in
soliciting four other Isotronics employees to join Aegis while he was still
general manager. As a result the court ruled that defendants were liable to
plaintiffs for the Isotronics losses caused by problems arising from the
departure of key managerial employees who were approached by the employee while
he and they were still employed by Isotronics, provided that the losses were
caused by events occurring before Isotronics reasonably should have replaced
the departed managerial employees with competent people. The case was remanded
to the lower court for trial on damages.
After a trial on damages, the lower court entered a judgment on December 14,
1992 and subsequently modified, awarding plaintiffs $14 million in compensatory
damages, $14 million in non-compensatory damages, $10.7 million in interest,
$1.2 million in attorneys' fees, and $377,000 in costs. The judgment bears
interest at the rate of 12% per year. Defendants and plaintiffs have both
appealed. The Massachusetts Supreme Judicial Court agreed to hear the
defendants' appeal directly from the trial court and the parties are awaiting
the decision of such court.
Aegis was acquired in 1987 by Olin-Asahi Interconnect Technologies, a
partnership equally owned by subsidiaries and joint ventures of Olin and Asahi
Glass Co., Ltd., of Japan.
Although no allegation of wrongdoing has been made against Olin, Olin has
been named a "reach and apply" defendant under Massachusetts law in an attempt
by the plaintiffs to secure rights under a contractual obligation which may
result in a payment by Olin or one of its affiliates of a portion of whatever
the judgment is ultimately determined to be after appeal.
(g) Olin and its subsidiaries are defendants in various other legal actions
arising out of their normal business activities, none of which is considered by
management to be material.
14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the three months
ended December 31, 1993.
Executive Officers of Olin Corporation as of March 1, 1994
SERVED AS AN
OLIN
NAME AND AGE OFFICE OFFICER SINCE
- ------------ ------ -------------
John W. Johnstone, Jr. Chairman of the Board and Chief 1980
(61)..................... Executive Officer
Donald W. Griffin (56).... President and Chief Operating Officer 1983
Joseph M. Gaffney (47).... Senior Vice President, Corporate 1981
Planning and Development
James G. Hascall (55)..... Senior Vice President and President, 1985
Brass Group
James A. Riggs (57)....... Senior Vice President and Chief 1986
Financial Officer
Leon B. Anziano (51)...... Vice President and President, Chlor- 1993
Alkali Products Division
Gerald W. Bersett (53).... Vice President and President, 1993
Winchester Division
Michael E. Campbell (46).. Vice President and President, Olin 1987
Electronic Materials Division
Angelo A. Catani (61)..... Vice President and President, Ordnance 1993
Division
Patrick J. Davey (50)..... Vice President and President, 1993
Chemicals Division
Emanuel J. DiTeresi (48).. Vice President and Controller 1990
George B. Erensen (50).... Vice President, Taxes and Risk 1990
Management
Peter C. Kosche (51)...... Vice President, Human Resources 1993
Janet M. Pierpont (46).... Vice President and Treasurer 1990
William M. Schmitt (52)... Vice President and President, Latin 1987
America and South Africa
William W. Smith (59)..... Vice President and President, 1993
Aerospace Division
No family relationship exists between any of the above named executive
officers or between any of them and any Director of Olin. Such officers were
elected to serve as such, subject to the By-Laws, until their respective
successors are chosen.
Each of the above-named executive officers, except L. B. Anziano, G. W.
Bersett, A. A. Catani, P. J. Davey, E. J. DiTeresi, G. B. Erensen, P. C.
Kosche, J. M. Pierpont and W. W. Smith, has served Olin in an executive
capacity for not less than the past five years.
Leon B. Anziano was elected a Corporate Vice President on April 29, 1993.
Prior to that time, since 1988, he has served Olin in the following management
capacities: Group Vice President & General Manager, Industrial Chemicals; Group
Vice President & General Manager, Urethanes; and President, Basic Chemicals
Division.
15
Gerald W. Bersett was elected a Corporate Vice President on April 29, 1993.
Prior to that time, since 1988, he has served Olin in the following management
capacities: Division Vice President and General Manager, Winchester and
President, Winchester Division.
Angelo A. Catani was elected a Corporate Vice President on April 29, 1993.
Prior to that time, since 1988, he has served Olin in a management capacity as
President, Ordnance Division.
Patrick J. Davey was elected a Corporate Vice President on April 29, 1993.
Prior to that time, since 1988, he has served Olin in the following management
capacities: Group Vice President, Water Products & Services; and President,
Performance Chemicals Division.
Emanuel J. DiTeresi was elected a Corporate Vice President and Controller on
April 26, 1990. Prior to that time, since 1988, he has served Olin in a
management capacity as Group Financial Officer, Chemicals.
George B. Erensen was elected a Corporate Vice President on April 26, 1990.
Prior to that time, since 1988, he has served Olin in a management capacity as
Staff Vice President, Taxes and Risk Management.
Peter C. Koche was elected a Corporate Vice President on April 29, 1993.
Prior to that time, since 1988, he has served Olin in the following management
capacities: General Manager, Pool Chemicals; and Division Vice President,
Materials Management.
Janet M. Pierpont was elected a Corporate Vice President and Treasurer on
April 26, 1990. Prior to that time, since 1988, she has served Olin in a
management capacity as Assistant Treasurer.
William W. Smith was elected a Corporate Vice President on April 29, 1993.
Prior to that time, since 1988, he has served Olin in a management capacity as
President, Aerospace Division.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of January 31, 1994, there were approximately 12,900 record holders of
Olin Common Stock.
Olin Common Stock is traded on the New York, Chicago and Pacific Stock
Exchanges.
Information concerning the high and low sales prices of Olin Common Stock and
dividends paid on Olin Common Stock during each quarterly period in 1993, 1992,
and 1991 appears on page 32 of the 1993 Shareholders Report and in Exhibit 13
hereto and is incorporated herein by reference.
Among the provisions of Olin's agreements with its long-term lenders are
restrictions relating to payment of dividends and acquisition of common stock.
At December 31, 1993, retained earnings of approximately $96 million were not
so restricted.
ITEM 6. SELECTED FINANCIAL DATA
The information relating to the last five fiscal years contained under the
caption "Ten-Year Financial Summary" appearing on page 20 of the 1993
Shareholders Report and in Exhibit 13 hereto is incorporated by reference in
this Report.
16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing on pages 12 through 18 of the 1993 Shareholders Report
(but excluding the bar graphs appearing on such pages) and in Exhibit 13 hereto
is incorporated by reference in this Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of Olin Corporation and subsidiaries
and the related notes thereto together with the report thereon of KPMG Peat
Marwick dated January 27, 1994, appearing on pages 21 through 30 of the 1993
Shareholders Report and in Exhibit 13 hereto are incorporated by reference in
this Report.
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 biographical information relating to Olin's Directors under the heading
"Election of Directors" in the Proxy Statement relating to Olin's 1994 Annual
Meeting of Shareholders ("1994 Proxy Statement") is incorporated by reference
in this Report. See also the list of executive officers following Item 4 of
this Report. The information regarding compliance with Section 16 of the
Securities Exchange Act of 1934, as amended, contained in the last paragraph
under the heading "Security Ownership of Directors and Officers" in the 1994
Proxy Statement is incorporated by reference in this Report.
ITEM 11. EXECUTIVE COMPENSATION
The information under the heading "Executive Compensation" in the 1994 Proxy
Statement (but excluding the Report of the Compensation and Stock Option
Committee on Executive Compensation appearing on pages 11 through 13 of the
1994 Proxy Statement and the graphs appearing on page 17 of the 1994 Proxy
Statement) is incorporated by reference in this Report. The information under
the headings "Additional Information Regarding the Board of Directors--
Compensation of Directors", "Additional Information Regarding the Board of
Directors--Compensation Committee Interlocks and Insider Participation" and
"Additional Information Regarding the Board of Directors--Directors Retirement
Plan" in the 1994 Proxy Statement is incorporated by reference in this Report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information concerning holdings of Olin stock by certain beneficial
owners contained under the heading "Certain Beneficial Owners" in the 1994
Proxy Statement and the information concerning beneficial ownership of Olin
stock by Directors and officers of Olin under the heading "Security Ownership
of Directors and Officers" in the 1994 Proxy Statement are incorporated by
reference in this Report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the heading "Additional Information Regarding
the Board of Directors--Compensation Committee Interlocks and Insider
Participation" in the 1994 Proxy Statement is incorporated by reference in this
Report.
17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
Consolidated financial statements of Olin Corporation and subsidiaries and
the related notes thereto together with the report thereon of KPMG Peat Marwick
dated January 27, 1994, appearing on pages 21 through 30 of the 1993
Shareholders Report and in Exhibit 13 hereto are incorporated by reference in
this Report.
2. FINANCIAL STATEMENT SCHEDULES
The following additional information is filed as part of this Report and
should be read in conjunction with the financial statements incorporated herein
by reference:
FORM
10-K
PAGE
NO.
----
Report of Independent Auditors on Schedules to Financial Statements....... F-1
Financial Statement Schedules for the three years ended December 31, 1993
V Property, Plant and Equipment...................................... F-2
VI Accumulated Depreciation of Property, Plant and Equipment.......... F-3
VIII Valuation and Qualifying Accounts.................................. F-4
IX Short-Term Borrowings.............................................. F-5
Schedules not included herein are omitted because they are inapplicable or
not required or because the required information is given in the consolidated
financial statements and notes thereto.
Separate financial statements of 50% or less owned subsidiaries accounted for
by the equity method are not summarized herein and have been omitted because,
in the aggregate, they would not constitute a significant subsidiary.
3. EXHIBITS
Management contracts and compensatory plans and arrangements are listed as
Exhibits 10(a) through 10(ee) below.
3(a) Olin's Restated Articles of Incorporation as amended effective
January 15, 1992--Exhibit 3(a) to Olin's Form 10-K for 1991.*
(b) By-Laws of Olin as amended effective March 1, 1994.
4(a) Articles of Amendment designating ESOP Preferred Shares, par value
$1 per share--Exhibit 4 to Olin's Form 10-Q for the Quarter ended
June 30, 1989.*
(b) Articles of Amendment designating Series A Conversion Preferred
Stock, par value $1 per share--Exhibit 4(b) to Olin's Form 10-K
for 1991.*
(c) Rights Agreement dated as of February 27, 1986 between Olin and
Manufacturers Hanover Trust Company, Rights Agent--Exhibit 1 to
Olin's Form 8-A dated February 28, 1986, covering Common Stock
Purchase Rights.*
(d) Form of Senior Debt Indenture between Olin and Chemical Bank--
Exhibit 4(a) to Olin's Form 8-K dated June 15, 1992; and
Prospectus Supplement dated June 17, 1992 to Prospectus dated June
16, 1992, with respect to Olin's 8% Senior Notes Due 2002 filed
under Registration Statement No. 33-4479.*
- --------
* Previously filed as indicated and incorporated herein by reference. Exhibits
incorporated by reference are located in SEC File No. 1-1070 unless otherwise
indicated.
18
(e) Form of Subordinated Debt Indenture between Olin and Bankers Trust
Company--Exhibit 4(i) to Registration No. 33-4479; and Prospectus
Supplement dated June 17, 1987 to Prospectus dated February 3,
1987, with respect to Olin's 9 1/2% Subordinated Notes Due 1997--
filed under Registration Statement No. 33-4479.*
(f) Credit Agreement, dated as of September 30, 1993, among Olin and
the banks named therein--Exhibit 4 to Olin's Form 10-Q for the
Quarter ended September 30, 1993.*
(g) Letters, dated December 15, 1993, amending the Credit Agreement,
dated as of September 30, 1993.
Olin is party to a number of other instruments defining the rights of holders
of long-term debt. No such instrument authorizes an amount of securities in
excess of 10% of the total assets of Olin and its subsidiaries on a consolidated
basis. Olin agrees to furnish a copy of each instrument to the Commission upon
request.
10(a) 1980 Stock Option Plan for Key Employees of Olin Corporation and
Subsidiaries, as amended--Exhibit 10(a) to Olin's Form 10-K for
1991.*
(b) 1988 Stock Option Plan for Key Employees of Olin Corporation and
Subsidiaries--Exhibit A to Olin's Proxy Statement relating to its
1988 Annual Meeting of Shareholders.*
(c) Amendments to 1988 Stock Option Plan and to 1980 Stock Option
Plan, adopted May 25, 1989--Exhibit 10(c) to Olin's Form 10-Q for
Quarter ended June 30, 1989.*
(d) Olin Corporation Performance Unit Plan, as amended April 24,
1986--Exhibit 10(a) to Olin's Form 10-Q for Quarter ended March
31, 1986.*
(e) Olin Corporate Incentive Compensation Plan--Exhibits 1(b) and 2(b)
to Registration No. 2-64811.*
(f) Olin Deferred Salary Plan, effective January 1, 1983.
(g) Form of Directors' deferral plan.
(h) Amendments to Olin Corporation Performance Unit Plan, Corporate
Incentive Compensation Plan, Deferred Salary Plan and Directors'
deferral plan, adopted September 29, 1988--Exhibit 10(j) to Olin's
Form 10-K for 1988.*
(i) Amendment to Olin Corporation Performance Unit Plan, adopted May
25, 1989--Exhibit 10(b) to Olin's Form 10-Q for Quarter ended June
30, 1989.*
(j) Amendment to Olin Corporation Performance Unit Plan, adopted
September 26, 1991--Exhibit 10(j) to Olin's Form 10-K for 1991.*
(k) Amendment to Olin Corporation Performance Unit Plan, adopted
December 16, 1993.
(l) Deferral elections with respect to certain acquisitions or "change
of control events"--Exhibit 10(h) to Olin's Form 10-K for 1986.*
(m) Olin Senior Executive Pension Plan--Exhibit 10(k) to Olin's Form
10-K for 1984; Exhibit 19 to Olin's Form 10-Q for Quarter ended
September 30, 1985.*
(n) Amendment to Senior Executive Pension Plan, adopted December 17,
1987--Exhibit 10(k) to Olin's Form 10-K for 1987.*
(o) Amendment to Senior Executive Pension Plan, adopted September 29,
1988--Exhibit 10(n) to Olin's Form 10-K for 1988.*
(p) Amendments to Olin Senior Executive Pension Plan, adopted May 25,
1989--Exhibit 10(a) to Olin's Form 10-Q for Quarter ended June 30,
1989.*
(q) Amendment to Olin Senior Executive Pension Plan, adopted September
30, 1993.
- --------
* Previously filed as indicated and incorporated herein by reference. Exhibits
incorporated by reference are located in SEC File No. 1-1070 unless otherwise
indicated.
19
(r) Olin Supplementary Contributing Employee Ownership Plan,
effective January 1, 1990--Exhibit 10(p) to Olin's Form 10-K for
1992.*
(s) Form of arrangement to credit 100 shares of Olin Common Stock to
certain Directors in each year from 1985 through 1993--Exhibit
10(m) to Olin's Form 10-K for 1984.*
(t) Olin Corporation Key Executive Life Insurance Program--Exhibit
10(b) to Olin's Form 10-Q for Quarter ended March 31, 1986.*
(u) Form of Olin Corporation Endorsement Split Dollar Agreement
(effective January 1, 1993)--Exhibit 10(s) to Olin's Form 10-K
for 1992.*
(v) Form of executive agreement between Olin and certain executive
officers--Exhibit 10(a) to Olin's Form 10-Q for Quarter ended
September 30, 1989.*
(w) Form of special severance agreement dated November 1, 1989,
provided to certain executives to become operative upon "change
in control event"--Exhibit 10(b) to Olin's Form 10-Q for Quarter
ended September 30, 1989.*
(x) Retirement Plan for Non-Employee Directors of Olin Corporation,
as amended through December 12, 1991--Exhibit 10(u) to Olin's
Form 10-K for 1991.*
(y) Change in Control elections regarding both the Directors'
deferral plan and the arrangement to credit 100 shares of Olin
Common Stock to certain Directors--Exhibit 10(z) to Olin's Form
10-K for 1989.*
(z) Olin 1991 Long Term Incentive Plan, as amended through January
30, 1992--Exhibit 10(w) to Olin's Form 10-K for 1991.*
(aa) Description of 1991 Performance Unit Awards granted under the
Olin 1991 Long Term Incentive Plan--Exhibit 10(w) to Olin's Form
10-K for 1991.*
(bb) Description of 1992 Performance Unit Awards granted under the
Olin 1991 Long Term Incentive Plan--Exhibit 10(z) to Olin's Form
10-K for 1992.*
(cc) Description of Performance Share Awards granted under the Olin
1991 Long Term Incentive Plan--Exhibit 10 to Olin's Form 10-Q for
the quarter ended June 30, 1993.*
(dd) Board Resolution adopted April 25, 1991 regarding payment of
deferred amounts--Exhibit 10(y) to Olin's Form 10-K for 1991.*
(ee) Amendments to Olin 1991 Long Term Incentive Plan, adopted January
27, 1994.
11. Computation of Per Share Earnings.
12. Computation of Ratio of Earnings to Fixed Charges (unaudited).
13. Excerpts from the 1993 Annual Report to Shareholders.
21. List of Subsidiaries.
23. Consent of KPMG Peat Marwick dated March 14,1994.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended December 31, 1993.
- --------
* Previously filed as indicated and incorporated herein by reference. Exhibits
incorporated by reference are located in SEC File No. 1-1070 unless otherwise
indicated.
20
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.
Olin Corporation
Date: February 24, 1994 /s/ John W. Johnstone, Jr.
By...................................
JOHN W. JOHNSTONE, JR.
CHAIRMAN OF THE BOARD, PRESIDENT
AND
CHIEF EXECUTIVE OFFICER
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 AND ON THE DATE INDICATED.
SIGNATURE TITLE
--------- -----
/s/ John W. Johnstone, Jr.
.....................................
JOHN W. JOHNSTONE, JR. Chairman of the Board, President, Chief
Executive Officer and Director (Principal
Executive Officer)
/s/ Robert R. Frederick
.....................................
ROBERT R. FREDERICK Director
/s/ Donald W. Griffin
.....................................
DONALD W. GRIFFIN Director
/s/ William W. Higgins
.....................................
WILLIAM W. HIGGINS Director
/s/ Robert Holland, Jr.
.....................................
ROBERT HOLLAND, JR. Director
/s/ Jack D. Kuehler
.....................................
JACK D. KUEHLER Director
/s/ H. William Lichtenberger
.....................................
H. WILLIAM LICHTENBERGER Director
/s/ G. Jackson Ratcliffe, Jr.
.....................................
G. JACKSON RATCLIFFE, JR. Director
/s/ William L. Read
.....................................
WILLIAM L. READ Director
S-1
SIGNATURE TITLE
--------- -----
/s/ John P. Schaefer
.....................................
JOHN P. SCHAEFER Director
/s/Irving Shain
.....................................
IRVING SHAIN Director
/s/ Eugene F. Williams, Jr.
.....................................
EUGENE F. WILLIAMS, JR. Director
/s/ Robert L. Yohe
.....................................
ROBERT L. YOHE Director
/s/ James A. Riggs
.....................................
JAMES A. RIGGS Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
/s/ Emanuel J. DiTeresi
.....................................
EMANUEL J. DITERESI Vice President and Controller (Principal
Accounting Officer)
Date: February 24, 1994
S-2
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF OLIN CORPORATION:
Under date of January 27, 1994, we reported on the consolidated balance
sheets of Olin Corporation and subsidiaries as of December 31, 1993 and 1992,
and the related consolidated statements of income, shareholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1993, as contained in the 1993 Annual Report to Shareholders. Our report refers
to a change in accounting for postretirement benefits other than pensions and
income taxes in 1992. These consolidated financial statements and our report
thereon are incorporated by reference in the annual report on Form 10-K for the
year 1993. In connection with our audits of the aforementioned consolidated
financial statements, we also have audited the related financial statement
schedules as listed in Item 14(a)2 of the annual report on Form 10-K for the
year 1993. These financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statement schedules based on our audits.
In our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
KPMG PEAT MARWICK
Stamford, Connecticut
January 27, 1994
F-1
SCHEDULE V
OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
PROPERTY, PLANT, AND EQUIPMENT
THREE YEARS ENDED DECEMBER 31, 1993
(IN MILLIONS)
BALANCE AT BALANCE
BEGINNING ADDITIONS RETIREMENTS RECLASSI- AT END
CLASSIFICATION OF PERIOD AT COST(1) OR SALES FICATIONS OF PERIOD(2)
-------------- ---------- ---------- ----------- --------- ------------
1993:
Land and improvements
to land............... $ 119 $ -- $ 2 $ 10 $ 127
Buildings and building
equipment............. 295 -- 10 11 296
Machinery and
equipment............. 1,885 3 92 155 1,951
Leasehold improvements. 30 -- 10 2 22
Construction in
progress.............. 163 132 4 (178) 113
------ ---- ---- ----- ------
$2,492 $135 $118 $ -- $2,509
====== ==== ==== ===== ======
1992:
Land and improvements
to land............... $ 99 $ -- $ -- $ 20 $ 119
Buildings and building
equipment............. 287 -- 5 13 295
Machinery and
equipment............. 1,819 1 103 168 1,885
Leasehold improvements. 28 -- -- 2 30
Construction in
progress.............. 197 172 3 (203) 163
------ ---- ---- ----- ------
$2,430 $173 $111 $ -- $2,492
====== ==== ==== ===== ======
1991:
Land and improvements
to land............... $ 101 $ 1 $ -- $ (3) $ 99
Buildings and building
equipment............. 288 4 8 3 287
Machinery and
equipment............. 1,742 23 60 114 1,819
Leasehold improvements. 21 1 -- 6 28
Construction in
progress.............. 145 172 -- (120) 197
------ ---- ---- ----- ------
$2,297 $201 $ 68 $ -- $2,430
====== ==== ==== ===== ======
- --------
(1) Additions include in 1993 assets of previously nonconsolidated affiliate
and assets of business acquired in 1991 as of the date of acquisition.
(2) Depreciation is computed on the straight line basis over the estimated
useful lives of the related assets resulting in the following ranges of
annual depreciation rates:
Improvements to land............................... 5 to 10%
Buildings and building equipment................... 4 to 10%
Machinery and equipment............................ 8 to 33%
F-2
SCHEDULE VI
OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT, AND EQUIPMENT
THREE YEARS ENDED DECEMBER 31, 1993
(IN MILLIONS)
BALANCE AT ADDITIONS OTHER CHANGES BALANCE
BEGINNING CHARGED TO RETIREMENTS AND RECLASSI- AT END
DESCRIPTION OF PERIOD INCOME OR SALES FICATIONS(1) OF PERIOD
----------- ---------- ---------- ----------- ------------- ---------
1993:
Improvements to land... $ 34 $ 4 $ -- $-- $ 38
Buildings and building
equipment............. 132 12 7 -- 137
Machinery and
equipment............. 1,379 114 56 1 1,438
Leasehold improvements. 13 1 3 -- 11
------ ---- ---- --- ------
$1,558 $131 $66 $ 1 $1,624
====== ==== ==== === ======
1992:
Improvements to land... $ 31 $ 3 $ -- $-- $ 34
Buildings and building
equipment............. 125 12 5 -- 132
Machinery and
equipment............. 1,360 101 82 -- 1,379
Leasehold improvements. 15 1 3 -- 13
------ ---- ---- --- ------
$1,531 $117 $90 $-- $1,558
====== ==== ==== === ======
1991:
Improvements to land... $ 29 $ 2 $ -- $-- $ 31
Buildings and building
equipment............. 122 11 10 2 125
Machinery and
equipment............. 1,304 98 50 8 1,360
Leasehold improvements. 13 2 -- -- 15
------ ---- ---- --- ------
$1,468 $113 $60 $10 $1,531
====== ==== ==== === ======
- --------
(1) Other changes include in 1993 accumulated depreciation of previously
nonconsolidated affiliate and accumulated depreciation of business acquired
in 1991 as of the date of acquisition.
F-3
SCHEDULE VIII
OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
THREE YEARS ENDED DECEMBER 31, 1993
(IN MILLIONS)
BALANCE AT ADDITIONS BALANCE
BEGINNING CHARGED AT END
DESCRIPTION OF PERIOD TO INCOME DEDUCTIONS OF PERIOD
----------- ---------- --------- ---------- ---------
1993:
Reserves deducted from assets:
Doubtful receivables................ $10 $ 3 $ 1(1) $12
=== === === ===
1992:
Reserves deducted from assets:
Doubtful receivables................ $13 $ 3 $ 6(1) $10
=== === === ===
1991:
Reserves deducted from assets:
Doubtful receivables................ $12 $ 5 $4(1) $13
=== === === ===
- --------
(1) Principally bad debts written off, net of recoveries.
F-4
SCHEDULE IX
OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
SHORT-TERM BORROWINGS
THREE YEARS ENDED DECEMBER 31, 1993
(IN MILLIONS)
MAXIMUM AVERAGE WEIGHTED
WEIGHTED AMOUNT AMOUNT AVERAGE
CATEGORY OF BALANCE AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
SHORT-TERM AT END INTEREST DURING THE DURING THE DURING THE
BORROWINGS(1) OF PERIOD RATE PERIOD PERIOD(2) PERIOD(3)
------------- --------- -------- ----------- ----------- -------------
1993:
Commercial paper....... $ 30 3% $108 $ 59 3%
Bank loans............. 64 4% $207 122 3%
---- ----
Total short-term
borrowings........... $94 $239 $181
==== ====
1992:
Commercial paper....... $ -- -- $170 $ 49 4%
Bank loans............. 72 5% $262 156 5%
---- ----
Total short-term
borrowings........... $ 72 $377 $205
==== ====
1991:
Commercial paper....... $108 5% $147 $76 6%
Bank loans............. 54 9% $131 100 7%
---- ----
Total short-term
borrowings........... $162 $212 $176
==== ====
- --------
(1) Commercial paper and bank loans are generally for terms of 30 to 90 days
and are non-renewable. Bank loans include borrowings by foreign
subsidiaries from local banks.
(2) Represents an average of daily balances for commercial paper and primarily
an average of daily balances for bank loans.
(3) Average amount outstanding during the period compared to total interest
expense incurred during the year.
F-5
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
3(a) Olin's Restated Articles of Incorporation as amended effective January
15, 1992--Exhibit 3(a) to Olin's Form 10-K for 1991.*
3(b) By-Laws of Olin as amended effective March 1, 1994.
4(a) Articles of Amendment designating ESOP Preferred Shares, par value $1
per share--Exhibit 4 to Olin's Form 10-Q for the Quarter ended June
30, 1989.*
4(b) Articles of Amendment designating Series A Conversion Preferred Stock,
par value $1 per share--Exhibit 4(b) to Olin's Form 10-K for 1991.*
4(c) Rights Agreement dated as of February 27, 1986 between Olin and
Manufacturers Hanover Trust Company, Rights Agent--Exhibit 1 to Olin's
Form 8-A dated February 28, 1986, covering Common Stock Purchase
Rights.*
4(d) Form of Senior Debt Indenture between Olin and Chemical Bank--Exhibit
4(a) to Olin's Form 8-K dated June 15, 1992; Prospectus Supplement
dated June 17, 1992 to Prospectus dated June 16, 1992, with respect to
Olin's 8% Senior Notes Due 2002 filed under Registration Statement No.
33-4479.*
4(e) Form of Subordinated Debt Indenture between Olin and Bankers Trust
Company--Exhibit 4(i) to Registration No. 33-4479; and Prospectus
Supplement dated June 17, 1987 to Prospectus dated February 3, 1987,
with respect to Olin's 9 1/2% Subordinated Notes Due 1997--filed under
Registration Statement No. 33-4479.*
4(f) Credit Agreement, dated as of September 30, 1993, among Olin and the
banks named therein--Exhibit 4 to Olin's Form 10-Q for the Quarter
ended September 30, 1993.*
4(g) Letters, dated December 15, 1993, amending Credit Agreement, dated as
of September 30, 1993.
10(a) 1980 Stock Option Plan for Key Employees of Olin Corporation and
Subsidiaries, as amended--Exhibit 10(a) to Olin's Form 10-K for 1991.*
10(b) 1988 Stock Option Plan for Key Employees of Olin Corporation and
Subsidiaries--Exhibit A to Olin's Proxy Statement relating to its 1988
Annual Meeting of Shareholders.*
10(c) Amendments to 1988 Stock Option Plan and to 1980 Stock Option Plan,
adopted May 25, 1989--Exhibit 10(c) to Olin's Form 10-Q for Quarter
ended June 30, 1989.*
10(d) Olin Corporation Performance Unit Plan, as amended April 24, 1986--
Exhibit 10(a) to Olin's Form 10-Q for Quarter ended March 31, 1986.*
10(e) Olin Corporate Incentive Compensation Plan--Exhibits 1(b) and 2(b) to
Registration No. 2-64811.*
10(f) Olin Deferred Salary Plan, effective January 1, 1983.
10(g) Form of Directors' deferral plan.
10(h) Amendments to Olin Corporation Performance Unit Plan, Corporate
Incentive Compensation Plan, Deferred Salary Plan and Directors'
deferral plan, adopted September 29, 1988--Exhibit 10(j) to Olin's
Form 10-K for 1988.*
10(i) Amendment to Olin Corporation Performance Unit Plan, adopted May 25,
1989--Exhibit 10(b) to Olin's Form 10-Q for Quarter ended June 30,
1989.*
10(j) Amendment to Olin Corporation Performance Unit Plan, adopted September
26, 1991--Exhibit 10(j) to Olin's Form 10-K for 1991.*
10(k) Amendment to Olin Corporation Performance Unit Plan, adopted December
16, 1993.
- --------
* Previously filed as indicated and incorporated herein by reference. Exhibits
incorporated by reference are located in SEC File No. 1-1070 unless otherwise
indicated.
EXHIBIT
NO. DESCRIPTION
------- -----------
10(l) Deferral elections with respect to certain acquisitions or "change of
control events"--Exhibit 10(h) to Olin's Form 10-K for 1986.*
10(m) Olin Senior Executive Pension Plan--Exhibit 10(k) to Olin's Form 10-K
for 1984; Exhibit 19 to Olin's Form 10-Q for Quarter ended September
30, 1985.*
10(n) Amendment to Senior Executive Pension Plan, adopted December 17,
1987--Exhibit 10(k) to Olin's Form 10-K for 1987.*
10(o) Amendment to Senior Executive Pension Plan, adopted September 29,
1988--Exhibit 10(n) to Olin's Form 10-K for 1988.*
10(p) Amendments to Olin Senior Executive Pension Plan, adopted May 25,
1989--Exhibit 10(a) to Olin's Form 10-Q for Quarter ended June 30,
1989.*
10(q) Amendment to Olin Senior Executive Pension Plan, adopted September 30,
1993.
10(r) Olin Supplementary Contributing Employee Ownership Plan, effective
January 1, 1990--Exhibit 10(p) to Olin's Form 10-K for 1992.*
10(s) Form of arrangement to credit 100 shares of Olin Common Stock to
certain Directors in each year from 1985 through 1993--Exhibit 10(m)
to Olin's Form 10-K for 1984.*
10(t) Olin Corporation Key Executive Life Insurance Program--Exhibit 10(b)
to Olin's Form 10-Q for Quarter ended March 31, 1986.*
10(u) Form of Olin Corporation Endorsement Split Dollar Agreement (effective
January 1, 1993)--Exhibit 10(s) to Olin's Form 10-K for 1992.*
10(v) Form of executive agreement between Olin and certain executive
officers--Exhibit 10(a) to Olin's Form 10-Q for Quarter ended
September 30, 1989.*
10(w) Form of special severance agreement dated November 1, 1989, provided
to certain executives to become operative upon "change in control
event"--Exhibit 10(b) to Olin's Form 10-Q for Quarter ended September
30, 1989.*
10(x) Retirement Plan for Non-Employee Directors of Olin Corporation, as
amended through December 12, 1991--Exhibit 10(u) to Olin's Form 10-K
for 1991.*
10(y) Change in Control elections regarding both the Directors' deferral
plan and the arrangement to credit 100 shares of Olin Common Stock to
certain Directors--Exhibit 10(z) to Olin's form 10-K for 1989.*
10(z) Olin 1991 Long Term Incentive Plan, as amended through January 30,
1992--Exhibit 10(w) to Olin's Form 10-K for 1991.*
10(aa) Description of 1991 Performance Unit Awards granted under the Olin
1991 Long Term Incentive Plan--Exhibit 10(w) to Olin's Form 10-K for
1991.*
10(bb) Description of 1992 Performance Unit Awards granted under the Olin
1991 Long Term Incentive Plan--Exhibit 10(z) to Olin's Form 10-K for
1992.*
10(cc) Description of Performance Share Awards granted under the Olin 1991
Long Term Incentive Plan--Exhibit 10 to Olin's Form 10-Q for the
Quarter ended June 30, 1993.*
10(dd) Board Resolution adopted April 25, 1991 regarding payment of deferred
amounts--Exhibit 10(y) to Olin's Form 10-K for 1991.*
10(ee) Amendments to Olin 1991 Long Term Incentive Plan, adopted January 27,
1994.
11 Computation of Per Share Earnings.
12 Computation of Ratio of Earnings to Fixed Charges (unaudited).
13 Excerpts from the 1993 Annual Report to Shareholders.
21 List of Subsidiaries.
23 Consent of KPMG Peat Marwick, dated March 14, 1994.
- --------
* Previously filed as indicated and incorporated herein by reference. Exhibits
incorporated by reference are located in SEC File No. 1-1070 unless otherwise
indicated.