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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, 1996
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) 06856-4500 (Zip Code)
501 Merritt 7 P.O. Box 4500 Norwalk,
CT (Address of principal executive
offices)
Registrant's telephone number, including area code: (203) 750-3000
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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
Series A Participating Cumulative New York Stock Exchange
Preferred Stock Purchase Rights Chicago Stock Exchange
Pacific 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. [_]
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As of January 31, 1997, the aggregate market value of registrant's voting
stock held by non-affiliates of registrant was approximately $1,895,146,250.
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As of January 31, 1997, 52,297,507 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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1996 Annual Report to Shareholders of Olin Parts I, II, and IV
Proxy Statement relating to Olin's 1997 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 Norwalk, Connecticut. It is a manufacturer
concentrated in chemicals, metals and ammunition. The chemicals segment is
divided into three areas or divisions: Chlor-Alkali, Chemicals and
Microelectronic Materials. Chlor-alkali includes chlor-alkali products, sodium
hydrosulfite and high strength bleach products. Chemicals includes pool
chemicals, biocides, acids, hydrazine, polyols, propylene glycols and
surfactants and fluids. Microelectronic Materials includes image-forming and
related specialty chemicals and electronic interconnect materials and
services. The metals and ammunition segment is divided into two divisions: the
Brass Division and the Winchester Division. Products in the metals and
ammunition segment include copper and copper alloy sheet, strip, rod, wire,
tube and fabricated parts, stainless steel strip and sporting ammunition.
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 24 of
the 1996 Annual Report to Shareholders of Olin ("Shareholders Report") and in
Exhibit 13 hereto. Such information in Exhibit 13 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 on page 24 of the Share-holders Report and in Exhibit
13 hereto is incorporated herein by reference as contained in Exhibit 13.
The figures and information contained under the captions "Customers and
Distribution," "Employees," "Research Activities; Patents," "Environmental and
Toxic Substances Controls" and in Item 2 hereof do not include figures
relating to Olin's Ordnance and Aerospace Divisions which were spunoff as part
of Primex Technologies, Inc. effective December 31, 1996.
The term "Olin" as used herein means Olin Corporation and its subsidiaries
unless the context indicates otherwise.
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* Except for material contained in Exhibit 13 hereto and incorporated herein
by reference to such exhibit, the Shareholders Report is not "filed" as part
of this Report.
2
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, 1996 within
each industry segment. Principal products on the basis of annual sales are
highlighted in bold face. Businesses which were transferred to Primex
Technologies, Inc. ("Primex") in connection with the spinoff of Primex on
December 31, 1996 are not included.
CHEMICALS
MAJOR RAW MATERIALS
PRODUCT LINE OR & COMPONENTS FOR
DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES
- --------------- ------------------- ----------------- -------------------- -------------------
Chlor-alkali
Chlor-alkali CHLORINE/CAUSTIC Pulp & paper Augusta, GA salt,
SODA processing, Charleston, TN electricity
chemical McIntosh, AL
manufacturing, Niagara Falls,
water NY (Niachlor)**
purification,
manufacture of
vinyl chloride,
bleach, swimming
pool chemicals &
urethane
chemicals
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Other Chlor- Sodium Paper, textile & Augusta, GA caustic soda,
alkali Hydrosulfite clay bleaching Charleston, TN sulfur dioxide
Products Salto, Brazil
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HyPure(TM) Industrial & Charleston, TN chlorine,
products institutional caustic
cleaners, textile soda
bleaching
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Chemicals
EO/PO Flexible polyols Intermediate for Brandenburg, KY propylene
Derivative flexible foam Punta Camacho, oxide,
Products used in Venezuela ethylene oxide,
furniture, Ibaraki-ken, glycerine
bedding, carpet Japan
underlay, (Asahi-Olin
transportation, Ltd.)
packaging
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Specialty Elastomers, Brandenburg, KY propylene
polyols adhesives, Ibaraki-ken, oxide,
coatings, Japan ethylene oxide,
sealants & rigid (Asahi-Olin glycerine
foam Ltd.)
Punta Camacho,
Venezuela
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Urethane systems Packaging & Ibaraki-ken, polyols,
insulation Japan methylene
(Asahi-Olin diphenyl
Ltd.) diisocyanate
Salto, Brazil
Singapore
(Asahi-Olin
Singapore Pte.
Ltd.)
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Anionic & Household, indus- Brandenburg, KY ethylene oxide,
nonionic trial & Punta Camacho, propylene oxide
surfactants, institutional Venezuela
glycols, cleaners,
glycol ethers, basestocks for
fluids water based met-
al-
working/hydraulic
fluids
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Acids Virgin & Petroleum Beaumont, TX sulfur, oxygen
regenerated refining, pulp & Shreveport, LA
sulfuric acid paper chemicals
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Pool HTH(R), SOCK- Residential & Charleston, TN chlorine, lime,
Chemicals IT(R) commercial pool Igarassu, Brazil caustic soda
PULSAR(R), SUPER sanitizing, water (Nordesclor
SOCK-IT(R), purification S.A.)
DURATION(R) & Salto, Brazil
CCH(R) CALCIUM Kempton Park,
HYPOCHLORITE S. Africa
(Aquachlor
(Proprietary)
Ltd.)
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PACE(R) Residential & Amboise, France chlorine,
CHLORINATED commercial pool caustic
ISOCYANURATES sanitizing, water soda, urea
purification
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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.
** Subsequent to December 1996, Olin acquired its partner's interest in
Niachlor.
3
CHEMICALS (CONT'D)
MAJOR RAW MATERIALS
PRODUCT LINE OR & COMPONENTS FOR
DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES
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Hydrazine Hydrazine Intermediate in Lake Charles, LA chlorine,
solutions & blowing agents & McIntosh, AL caustic
hydrazine-based agricultural soda, ammonia,
propellants chemicals; dimethylamine,
boiler water monomethylamine
treatment,
rocket &
satellite
propellants
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Biocides Omacide(R), Antidandruff Rochester, NY pyridine, zinc
IPBC, agents Swords, Ireland & copper salts,
Triadine(R) in shampoo, pre- chlorine, iodine
Biocides, servative in
Zinc metal working
Omadine(R), fluids, coat-
Copper ings, adhesives,
Omadine(R) & plastics, anti-
Sodium fouling agent in
Omadine(R) marine paints
Biocides
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Custom Finished Rochester, NY
chemicals products for
manufacturing agricultural,
photo-
graphic, hair
dye & general
chemical
industries
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Microelectronic Materials
Electronic High purity Used as process Chandler, AZ various acids
Chemicals acids & aids in Mesa, AZ & solvents,
solvents, semiconductor Seward, IL ammonia-based
dopants, manufacturing etchants
vapor
deposition
chemicals,
specialty
etchants
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Photoresists & Used as Brandenburg, KY diazo compounds,
polyimides semiconductor East Providence, RI rubber polymers,
components Tempe, AZ novolak
and/or as Zwijndrecht, Belgium polymers,
process aids in Shizuoka, Japan solvents,
semiconductor (Fuji-Hunt Electronics photoinitiators,
manufacturing & Technology Co., Ltd.) polyimide
flat panel Basel, Switzerland polymers
displays Hsin-chu, Taiwan
(Fuji-Hunt Electronics
Technology Co., 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.
4
CHEMICALS (CONT'D)
MAJOR RAW MATERIALS
PRODUCT LINE & COMPONENTS FOR
OR DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES
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Interconnect High performance Integrated circuits & Manteca, CA specialty aluminum
Materials integrated circuit multi-chip modules for alloys & specialty
packaging materials computer, adhesives
telecommunications,
instrumentation &
automotive products
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High performance, All industry market New Bedford, MA all metals, metal
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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METALS AND AMMUNITION
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
hardware, coinage, (Yamaha-Olin
ammunition Metal Corporation)
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Network of metals Electronic connectors, Allentown, PA copper & copper alloy
service centers electrical components, Alliance, OH sheet, strip, rod,
communications, Caguas, PR tube & steel &
automotive, builders' Carol Stream, IL 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 & other
COPPERBOND(R) FOIL, electrical & electronic, nonferrous metals,
STAINLESS STEEL STRIP automotive 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 steel strip
charge cones,
transportation,
household & recreational
products
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Copper & copper alloy Fasteners, electrical & Indianapolis, IN copper, zinc & other
rod & wire electronic 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.
5
METALS AND AMMUNITION (CONT'D)
MAJOR RAW MATERIALS
PRODUCT LINE & COMPONENTS FOR
OR DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES
------------ ----------------------- ------------------------ -------------------- -----------------------
Winchester(R) WINCHESTER(R) SPORTING Hunters & recreational East Alton, IL brass, lead, steel,
AMMUNITION (SHOT- shooters, law Geelong, Australia plastic, propellant,
SHELLS, SMALL CALIBER enforcement explosives
CENTERFIRE & RIMFIRE agencies
AMMUNITION)
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Small caliber military Infantry and mounted East Alton, IL brass, lead,
ammunition weapons propellant, explosives
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Government-owned Maintenance and Independence, MO brass, lead,
arsenal operation (GOCO) operation of propellant, explosives,
U.S. Army small caliber government-supplied
military components
ammunition production
plant
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Maintenance of U.S. Army Baraboo, WI subcontracted &
laid-away production government-supplied
plant components
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Industrial products (8 Maintenance applications East Alton, IL brass, lead, plastic,
gauge loads & powder- in Geelong, Australia propellant, explosives
actuated tool loads) power & concrete
industries,
powder-actuated tools in
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
1996 DEVELOPMENTS
On February 1, 1996, Olin and The Geon Company announced that they will
jointly construct a chlor-alkali plant at Olin's existing McIntosh, Alabama
site.
On October 10, 1996, Olin announced, among other things, Board of Directors'
approval for the sale of Olin's isocyanate businesses to ARCO Chemical Company
("ARCO"), the putting up for sale of Olin's polyol, glycol and surfactant
businesses, including production and related facilities located at its Doe Run
facility at Brandenburg, Kentucky, and the use of a portion of the proceeds
from these expected divestments to purchase up to 10% of Olin's Common Stock
in the open market from time to time as market conditions warrant. The stock
repurchase program began in January 1997.
Effective October 30, 1996, the shares of Olin Common Stock split two-for-
one for shareholders of record on October 21, 1996.
On December 4, 1996, Olin completed the sale to ARCO of Olin's isocyanate
businesses for $565 million in cash. The sale included all assets at Olin's
Lake Charles, Louisiana facility used in the manufacture of toluene
diisocyanate, aliphatic isocyanates and nitric acid.
On December 9, 1996, Olin's Board of Directors authorized the distribution
to holders of Olin Common Stock of one share of Primex Technologies, Inc.'s
common stock for every ten shares of Olin Common Stock held as of the record
date of December 19, 1996. The Securities and Exchange Commission also
declared effective the Form 10 Registration Statement in connection with this
distribution. The distribution of Primex Technologies, Inc. ("Primex") common
stock was effective December 31, 1996, with Primex stock certificates being
distributed beginning on January 6, 1997. Primex officially began business as
a separate entity on January 1, 1997.
On December 10, 1996, Olin announced that it had reached an agreement in
principle to purchase DuPont's 50% share of the companies' joint venture
Niachlor chlor-alkali plant in Niagara Falls, New York. Terms of the proposed
transaction were not disclosed. The transaction was consummated in early 1997.
On December 12, 1996, Olin redeemed its outstanding ESOP Preferred Shares,
$1.00 par value per share, by exchanging them for shares of its Common Stock.
The ESOP Preferred Shares were available only to employees through the Olin
Corporation Contributing Employee Ownership Plan ("CEOP"). The Trustee of the
CEOP received shares of Olin Common Stock equal in value to $85.75 for each
ESOP Preferred Share held, $85.75 being the appraised value of the ESOP
Preferred Shares as of December 10, 1996 as determined by the CEOP's
independent appraiser. There were approximately 878,000 shares of ESOP
Preferred Shares outstanding and approximately 1.87 million shares of Common
Stock were issued in the redemption.
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 solution sodium hydrosulfite. A microelectronic materials subsidiary
located in Belgium manufactures certain chemicals for the semiconductor
industry. Hydrochim, S.A., a French subsidiary, is an isocyanurate repacking
operation. Etoxyl, C.A., a Venezuelan subsidiary, manufactures urethane
polyols, surfactants and other specialty chemicals.
7
A group of Olin subsidiaries markets photoresists, polyimides and other
image-forming chemicals throughout Europe. A joint venture with Fuji Photo
Film Co., Ltd. manufactures photoresists, developers and flat panel display
chemicals 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 through a joint venture with Asahi Glass Company Ltd. has an interest
in a plant in Japan for the production of urethane polyols and other specialty
chemicals. Olin also has an interest in a plant 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.
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.
An Olin subsidiary loads and packs sporting and industrial ammunition in
Australia. The geographic segment data contained in the Note "Segment
Information" of the Notes to Financial Statements on page 36 of the
Shareholders Report and Exhibit 13 hereto are incorporated by reference in
this Report as contained in Exhibit 13.
CUSTOMERS AND DISTRIBUTION
During 1996, no single customer accounted for more than 4% 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, urethane 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, and defense contractors. Principal customers of Olin's
interconnect materials business are suppliers to semiconductor manufacturers
and major computer and telecommunications manufacturers.
Metals and Ammunition. Principal customers of Olin's copper and copper alloy
strip, sheet, rod, wire 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.
8
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(R) 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.
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.
Because several of its businesses engage in government contracting
activities and make sales to the U.S. Government, Olin is subject to extensive
and complex U.S. Government procurement laws and regulations. These laws and
regulations provide for ongoing government audits and reviews of contract
procurement, performance and administration. Failure to comply, even
inadvertently, with these laws and regulations and with laws governing the
export of munitions and other controlled products and commodities could
subject Olin or one or more of its businesses to civil and criminal penalties,
and under certain circumstances, suspension and debarment from future
government contracts and the exporting of products for a specified period of
time.
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 and chlor-alkali, 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, 1996, Olin had approximately 9,300 employees (excluding
approximately 1,250 employees at Government-owned, contractor-operated
facilities and excluding employees of disposed businesses), approximately
8,500 of whom were working in the United States and approximately 800 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 five years, but during each year
new agreements must be negotiated in a number of Olin's plants. No major labor
contracts are scheduled to expire in 1997. 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 $39 million during 1996, $34 million during
1995 and $30 million during 1994.
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.
9
RAW MATERIALS AND ENERGY
Olin purchases the major portion of its raw material requirements. The
principal basic raw materials purchased by Olin for its production of
chemicals are various hydrocarbons, salt, lime, electricity, propylene oxide,
ethylene oxide, sulfur and ammonia. 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 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. Most of Olin's facilities are served by utilities which generate
electricity principally from coal, hydro and nuclear power.
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 manufacturing locations. 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 is enrolled in the U.S. EPA's Voluntary Industrial Toxics
Reduction Program. Olin employs waste minimization and pollution prevention
programs at its manufacturing sites.
1996 1995 1994
---- ---- ----
(IN MILLIONS)
Cash Outlays:
Remedial and Investigatory Spending...................... $30 $25 $37
Capital Spending......................................... 6 8 10
Plant Operations......................................... 35 34 32
--- --- ---
Total Cash Outlays......................................... $71 $67 $79
=== === ===
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. Charges to income for
investigatory and remedial efforts were material to operating results in 1996,
1995 and 1994 and may be material to net income in future years. Such charges
to income were $70 million, $24 million and $17 million in 1996, 1995 and
1994, respectively. In connection with the sale of the isocyanates business at
Olin's Lake Charles, LA facility, a $53 million provision was recorded to
provide for contractual liabilities related to future environmental spending
at the Lake Charles site.
Cash outlays for remedial and investigatory activities associated with
former waste sites and past operations were not charged to income but instead
were charged to reserves established for such costs identified and expensed to
income in prior years. Cash outlays for normal plant operations for the
disposal of waste and the operation and maintenance of pollution control
equipment and facilities to ensure compliance with mandated and voluntarily
imposed environmental quality standards were charged to income. Historically,
Olin has funded its environmental capital expenditures through cash flow from
operations and expects to do so in the future.
10
Olin's estimated environmental liability at the end of 1996 was attributable
to 55 sites, 24 of which were on the National Priority List ("NPL"). Ten sites
accounted for approximately 80% of such liability and, of the remaining sites,
no one site accounted for more than three percent of such liability. One of
these ten sites was 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") and a Record of Decision
("ROD") or its equivalent has not been issued. At another seven of the ten
sites, a 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 1997 are estimated to be $75
million, of which $35 million is expected to be spent on investigatory and
remedial efforts, $10 million on capital projects and $30 million on normal
plant operations.
Annual environmental-related cash outlays for site investigation and
remediation, capital projects and normal plant operations are expected to
range between $75-90 million over the next several years. While Olin 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 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 Olin's ability to obtain contributions from other parties and the lengthy
time periods over which site remediation occurs. It is possible that some of
these matters (the outcomes of which are subject to various uncertainties) may
be resolved unfavorably against Olin.
See also Item 3, "Legal Proceedings" below, the Note "Environmental" of the
Notes to Financial Statements contained in the 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 manufacturing sites at 26 separate locations in 16 states and
Puerto Rico and six manufacturing sites in six foreign countries. Most
manufacturing sites are owned although a number of small sites 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
11
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 in
compensatory damages and $100 million in 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 $4,600,000 in agency oversight costs on the project plus
$1,900,000 for pre-judgment interest.
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 stipulation under which
Oxychem and Olin conducted a feasibility study of possible remedial measures.
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
commenced performance of the remedy identified in 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 be materially adverse to its financial condition or liquidity and,
with respect to non-environmental claims, its results of operations. See
"Environmental Matters" contained in Item 7--Management's Discussion and
Analysis and Financial Condition and Results of Operations.
(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 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.
Pursuant to the Decree, in November 1988 Olin submitted to EPA, Region III, a
work plan for remedial action, including additional stormwater run-on control
around Pond #5 and construction of a wastewater treatment plant for the
outfall from Pond #5. Olin also submitted for EPA approval a work plan for
further remedial investigation of the impact of mercury from the site on
groundwater flowing into the North Fork Holston River and its sediment from
the site to a point twenty-seven miles downstream at the Tennessee border.
During 1989 work plans
12
pursuant to the Consent Decree between EPA and Olin were approved by EPA.
Payment of past EPA costs of $228,000 plus interest was made on November 21,
1989, in accordance with the Consent Decree.
On September 5, 1991, EPA advised Olin of potential liability for
contaminated soils which were being removed in conjunction with construction
of the Rte. 634 bridge in Saltville. Olin and EPA signed a Consent Order
authorizing Olin to do the soil removal, which has been completed.
Olin completed the remedial investigation and feasibility study of the
former chlorine plant site, including Ponds # 5 and 6, in 1994. On January 18,
1995, EPA issued a Proposed Remedial Action Plan for a 30-day public comment
period. The plan called for a cap to be constructed over Pond #5, and the
excavation and retorting of soil and sediment from the former chlorine plant
site. Olin filed comments with the EPA during the public comment period in
support of alternatives to the proposed remediation plan for the site. EPA
issued a Record of Decision on September 29, 1995, recognizing in substantial
part Olin's comments. The Record of Decision calls for covering the former
waste ponds, treatment of runoff from the ponds, and additional monitoring and
investigation. Olin is presently engaged in negotiations with EPA over the
terms of a consent decree under which Olin will implement the Record of
Decision and pay approximately $455,000 for EPA's past response costs. The
Record of Decision does not address remediation of the former chlorine plant
site or the river, which are the subject of the additional investigation.
On August 29, 1994, EPA notified Olin of the company's potential liability
with respect to the "Graveyard Dump Site," located north of the former plant
site. The site is relatively small, occupying about one half acre. EPA's
investigation found about 20 capacitors and miscellaneous debris scattered
around the site as well as evidence of PCB contamination in the soils. That
work is substantially complete.
Negotiations with EPA ensued and Olin and EPA signed an Administrative Order
by Consent, effective January 5, 1995, in which Olin agreed to perform certain
response activities at the site, primarily the removal and disposal of PCB-
contaminated electrical equipment and soils.
On March 15, 1995, EPA notified Olin of liability for lead and asbestos
present at the former steam-generating plant (power plant) at the site. On
July 11, 1995, Olin and EPA entered into an Administrative Order on Consent in
which Olin agreed to remove asbestos and lead, and demolish the power plant.
The work is expected to be completed during 1997. Olin has agreed with the
site's Natural Resources Trustees to assess whether there are any natural
resource damages to the Holston River associated with releases from the site.
EPA has notified Olin of additional EPA oversight costs in the amount of
approximately $1,225,000 for the period 1990-1995.
Olin believes that any liability incurred by it in this matter will not be
materially adverse to its financial condition or liquidity. See "Environmental
Matters" contained in Item 7--Management's Discussion and Analysis of
Financial Condition and Results of Operations.
(c) 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. See "Environmental Matters" contained in
Item 7--Management's Discussion and Analysis of Financial Condition and
Results of Operations.
(d) 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.
13
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, 1996.
Executive Officers of Olin Corporation as of March 1, 1997
SERVED AS
AN OLIN
NAME AND AGE OFFICE OFFICER SINCE
- ------------ ------ -------------
Donald W. Griffin (60).. Chairman of the Board, President and Chief 1983
Executive Officer
Michael E. Campbell Executive Vice President 1987
(49)...................
Peter C. Kosche (54).... Senior Vice President 1993
Anthony W. Ruggiero Senior Vice President and Chief Financial 1995
(55)................... Officer
Leon B. Anziano (54).... Vice President and President, Chlor-Alkali 1993
Products Division
Douglas J. Cahill (37).. Vice President and President, Winchester 1996
Division
George B. Erensen (53).. Vice President, Taxes and Risk Management 1990
Johnnie M. Jackson, Jr. Vice President, General Counsel and 1995
(51)................... Secretary
Louis S. Massimo (39)... Vice President and Controller 1996
Janet M. Pierpont (49).. Vice President and Treasurer 1990
Joseph D. Rupp (46)..... Vice President and President, Brass 1996
Division
Steven T. Warshaw (48).. Vice President and President, Olin 1996
Microelectronic Materials 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, D.J.
Cahill, J.M. Jackson, Jr., P.C. Kosche, L.S. Massimo, A.W. Ruggiero, J.D. Rupp
and S.T. Warshaw, has served Olin as an executive officer 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.
Douglas J. Cahill was elected a Corporate Vice President on January 1, 1996.
He was appointed President of the Winchester Division on July 1, 1995. Prior
to that time, he served as General Manager of the Chemicals Division's pool
business.
Johnnie M. Jackson, Jr. was elected a Corporate Vice President on April 27,
1995. Prior to that time, since 1989, he has served Olin in the following
capacities: General Counsel--Corporate Resources and Secretary, Associate
General Counsel--Corporate Resources and Secretary and Deputy General Counsel.
Peter C. Kosche was elected a Corporate Senior Vice President on January 1,
1996 and had been a Corporate Vice President since 1993. Prior to 1993 and
since 1988, he has served Olin in the following management capacities: General
Manager, Pool Chemicals; and Division Vice President, Materials Management.
14
Louis S. Massimo was elected Controller effective April 1, 1996 and, in
addition, a Corporate Vice President effective January 1, 1997. Since November
1994 until April 1996, he had served as Olin's Director of Corporate
Accounting. Prior to that time, he was an Audit Senior Manager for KPMG Peat
Marwick LLP.
Anthony W. Ruggiero joined Olin on August 30, 1995 and was elected a
Corporate Senior Vice President and Chief Financial Officer on September 29,
1995. From 1990 to 1995, he served as Senior Vice President and Chief
Financial Officer of The Reader's Digest Association, Inc.
Joseph D. Rupp was elected a Corporate Vice President on January 1, 1996 and
also serves as President, Brass Division. Prior to that time, since 1985, he
served as Vice President, Manufacturing and Engineering for the Brass
Division.
Steven T. Warshaw was elected a Corporate Vice President on January 1, 1996
and serves as President, Olin Microelectronic Materials Division. Prior to
that time, since 1990, he has served Olin as Senior Vice President and General
Manager, Olin Electronic Materials, President, OCG Microelectronic Materials,
Vice President and General Manager, Performance Urethanes.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of January 31, 1997, there were approximately 11,213 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 1996
and 1995 appears on page 38 of the Shareholders Report and in Exhibit 13
hereto and is incorporated herein by reference as contained in Exhibit 13.
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, 1996, retained earnings of approximately $284 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 25 of the Shareholders
Report and in Exhibit 13 hereto is incorporated by reference in this Report as
contained in Exhibit 13.
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 17 through 23 of the Shareholders Report and in
Exhibit 13 hereto is incorporated by reference in this Report as contained in
Exhibit 13.
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 LLP dated January 30, 1997, appearing on pages 26 through 39 of the
Shareholders Report and in Exhibit 13 hereto, are incorporated by reference in
this Report as contained in Exhibit 13.
15
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
"Item 1--Election of Directors" in the Proxy Statement relating to Olin's 1997
Annual Meeting of Shareholders ("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 paragraph
entitled "Section 16(a) Beneficial Ownership Reporting Compliance" under the
heading "Security Ownership of Directors and Officers" in the Proxy Statement
is incorporated by reference in this Report.
ITEM 11. EXECUTIVE COMPENSATION
The information under the heading "Executive Compensation" in the Proxy
Statement (but excluding the Report of the Compensation and Nominating
Committee on Executive Compensation appearing on pages 12 through 13 of the
Proxy Statement and the graph appearing on page 16 of the Proxy Statement) is
incorporated by reference in this Report. The information under the headings
"Additional Information Regarding the Board of Directors--Compensation of
Directors," and "Additional Information Regarding the Board of Directors--
Directors Retirement Plan" in the 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 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 Proxy Statement are incorporated by reference
in this Report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
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 LLP dated January 30, 1997, appearing on pages 26 through 39 of the
Shareholders Report and in Exhibit 13 hereto are incorporated by reference in
this Report as contained in Exhibit 13.
2. FINANCIAL STATEMENT SCHEDULES
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.
16
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(ff) below.
2(a) Asset Purchase Agreement, dated October 9, 1996, between Olin
Corporation and ARCO Chemical Company and Amendment No. 1
thereto, dated December 4, 1996--Exhibits 2(a) and 2(b) to Olin's
Form 8-K, dated December 19, 1996.*
2(b) Distribution Agreement, dated as of December 30, 1996, between
Olin Corporation and Primex Technologies, Inc.--Exhibit 2 to
Olin's Form 8-K, dated January 15, 1997.*
3(a) Olin's Restated Articles of Incorporation as amended effective
February 27, 1996--Exhibit 3(a) to Olin's Form 10-K for 1995.*
(b) By-Laws of Olin as amended effective October 31, 1996--Exhibit 3
to Olin's Form 10-Q for the Quarter ended September 30, 1996.*
4(a) Articles of Amendment designating Series A Participating
Cumulative Preferred Stock, par value $1 per share--Exhibit 2 to
Olin's Form 8-A dated February 21, 1996, covering Series A
Participating Cumulative Preferred Stock Purchase Rights.*
(b) Rights Agreement dated as of February 27, 1996 between Olin and
Chemical Mellon Shareholder Services, LLP, Rights Agent--Exhibit
1 to Olin's Form 8-A dated February 21, 1996, covering Series A
Participating Cumulative Preferred Stock Purchase Rights.*
(c) Form of Senior Debt Indenture between Olin and Chemical Bank--
Exhibit 4(a) to Form 8-K dated June 15, 1992; Supplemental
Indenture dated as of March 18, 1994 between Olin and Chemical
Bank--Exhibit 4(c) to Registration Statement No. 33-52771;
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; and Prospectus
Supplement dated May 26, 1995 to Prospectus dated May 4, 1994
relating to Medium Term Notes, Series A filed under Registration
Statement No. 33-52771.*
(d) 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.*
(e) 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.*
(f) Letters, dated December 15, 1993, amending the Credit Agreement,
dated as of September 30, 1993--Exhibit 4(f) to Olin's Form 10-K
for 1993.*
(g) Amendment, dated April 11, 1995, to Credit Agreement, dated as of
September 30, 1993--Exhibit 4 to Olin's Form 10-Q for the Quarter
ended June 30, 1995.*
(h) Second Amendment, dated October 26, 1996, amending the Credit
Agreement, dated as of 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.
17
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 as amended through February 23, 1995--Exhibit 10(b)
to Olin's Form 10-K for 1994.*
(c) 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.*
(d) Olin Corporate Incentive Compensation Plan--Exhibits 1(b) and
2(b) to Registration No. 2-64811.*
(e) Olin Deferred Salary Plan, effective January 1, 1983--Exhibit
10(f) to Olin's Form 10-K for 1993.*
(f) Form of Directors' deferral plan--Exhibit 10(g) to Olin's Form
10-K for 1993.*
(g) 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.*
(h) 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.*
(i) Amendment to Olin Corporation Performance Unit Plan, adopted
September 26, 1991--Exhibit 10(j) to Olin's Form 10-K for 1991.*
(j) Amendment to Olin Corporation Performance Unit Plan, adopted
December 16, 1993--Exhibit 10(k) to Olin's Form 10-K for 1993.*
(k) Deferral elections with respect to certain acquisitions or
"change of control events"--Exhibit 10(h) to Olin's Form 10-K for
1986.*
(l) Olin Senior Executive Pension Plan with amendments--Exhibit 10(l)
to Olin's Form 10-K for 1994.*
(m) Olin Supplementary Contributing Employee Ownership Plan,
effective January 1, 1990 with amendments--Exhibit 10(m) to
Olin's Form 10-K for 1994.*
(n) Form of arrangement to credit 100 shares of Olin Common Stock to
certain Directors in each year from 1985 through 1994--Exhibit
10(n) to Olin's Form 10-K for 1994.*
(o) Olin Corporation Key Executive Life Insurance Program--Exhibit
10(b) to Olin's Form 10-Q for Quarter ended March 31, 1986.*
(p) Form of Olin Corporation Endorsement Split Dollar Agreement
(effective January 1, 1993)--Exhibit 10(s) to Olin's Form 10-K
for 1992.*
(q) Form of executive agreement between Olin and certain executive
officers-- Exhibit 10(q) to Olin's Form 10-K for 1994.*
(r) Form of amendment to executive agreement between Olin and certain
executives.
(s) Form of special severance agreement provided to certain employees
to become operative upon a "change in control event" as amended
September 26, 1996.
(t) Retirement Plan for Non-Employee Directors of Olin Corporation,
as amended through April 25, 1996--Exhibit 10(a) to Olin's Form
10-Q for Quarter ended March 31, 1996.*
- --------
* 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
(u) 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.*
(v) Olin 1991 Long Term Incentive Plan, as amended through February
23, 1995--Exhibit 10(u) to Olin's Form 10-K for 1994.*
(w) 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.*
(x) 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.*
(y) 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.*
(z) Board Resolution adopted April 25, 1991 regarding payment of
deferred amounts--Exhibit 10(y) to Olin's Form 10-K for 1991.*
(aa) Olin Corporation 1994 Stock Plan for Non-employee Directors--
Exhibit 10(a) to Olin's Form 10-Q for Quarter ended March 31,
1994.*
(bb) Olin Senior Management Incentive Compensation Plan as amended
April 27, 1995--Exhibit 10(b) to Olin's Form 10-Q for Quarter
ended March 31, 1995.*
(cc) Description of Restricted Stock Unit Awards granted under the
Olin 1991 Long Term Incentive Plan--Exhibit 10(bb) to Olin's Form
10-K for 1995.*
(dd) Form of EVA Incentive Plan (Management Incentive Compensation
Plan).
(ee) 1996 Stock Option Plan for Key Employees of Olin Corporation and
Subsidiaries--Exhibit A to Olin's 1996 Proxy Statement dated
March 12, 1996.*
(ff) Olin Corporation 1997 Stock Plan for Non-employee Directors.
(gg) Asset Purchase Agreement, dated October 9, 1996, between Olin
Corporation and ARCO Chemical Company and Amendment No. 1
thereto, dated December 4, 1996--Exhibits 2(a) and 2(b) to Olin's
Form 8-K, dated December 19, 1996.*
(hh) Distribution Agreement, dated as of December 30, 1996 between
Olin Corporation and Primex Technologies, Inc.--Exhibit 2 to
Olin's Form 8-K, dated January 15, 1997.*
(ii) Assumption of Liabilities and Indemnity Agreement, dated December
31, 1996, between Olin Corporation and Primex Technologies, Inc.
11. Computation of Per Share Earnings (unaudited)
12. Computation of Ratio of Earnings to Fixed Charges (unaudited).
13. Excerpts from the 1996 Annual Report to Shareholders.
21. List of Subsidiaries.
23. Consent of KPMG Peat Marwick LLP dated March 12, 1997.
27(a) Financial Data Schedule.
27(b) Restated Financial Data Schedule.
27(c) Restated Financial Data Schedule.
(b) REPORTS ON FORM 8-K
Except for (i) a Form 8-K dated October 10, 1996 filed on October 11, 1996
with respect to Item 5 and (ii) a Form 8-K dated December 19, 1996 filed on
December 19, 1996 with respect to Items 2 and 5, no reports on Form 8-K were
filed during the quarter ended December 31, 1996.
- --------
* 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
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: March 12, 1997 /s/ Donald W. Griffin
By...................................
DONALD W. GRIFFIN
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/
Donald W. Griffin
.....................................
DONALD W. GRIFFIN Chairman of the Board, President and Chief
Executive Officer and Director (Principal
Executive Officer)
/s/
Richard E. Cavanagh
.....................................
RICHARD E. CAVANAGH Director
/s/
William W. Higgins
.....................................
WILLIAM W. HIGGINS Director
/s/
Suzanne Denbo Jaffe
.....................................
SUZANNE DENBO JAFFE Director
/s/
John W. Johnstone, Jr.
.....................................
JOHN W. JOHNSTONE, JR. Director
/s/
Jack D. Kuehler
.....................................
JACK D. KUEHLER Director
.....................................
H. WILLIAM LICHTENBERGER Director
/s/
G. Jackson Ratcliffe, Jr.
.....................................
G. JACKSON RATCLIFFE, JR. Director
/s/
William L. Read
.....................................
WILLIAM L. READ Director
20
SIGNATURE TITLE
--------- -----
/s/
John P. Schaefer
.....................................
JOHN P. SCHAEFER Director
/s/
Louis S. Massimo
.....................................
LOUIS S. MASSIMO Vice President and Controller
(Principal Accounting Officer)
/s/
Anthony W. Ruggiero
.....................................
ANTHONY W. RUGGIERO Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
Date: March 12, 1997
21
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