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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 1999
ARCH CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
Virginia 1-14601 06-1526315
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
501 Merritt 7, Norwalk, CT 06851
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 229-3000
N/A
(Former name or former address, if changed since last report)
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Exhibit Index is on Page 4
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On February 8, 1999 (the "Distribution Date"), Olin Corporation, a
Virginia corporation ("Olin"), and the sole shareholder of Arch Chemicals, Inc.,
a Virginia corporation (the "Registrant"), distributed all of the issued and
outstanding shares of common stock, par value $1.00 per share, of the Registrant
to the shareholders of record of Olin's common stock as of February 1, 1999 (the
"Distribution"). The Distribution was made pursuant to the terms of a
Distribution Agreement dated as of February 1, 1999, between Olin and the
Registrant. As a result of the Distribution, the Registrant is now an
independent public company.
The Distribution is more fully described in the Registrant's
Registration Statement on Form 10 that was declared effective by the Securities
and Exchange Commission on January 22, 1999 (File No. 1-14601), under the
Securities Exchange Act of 1934, as amended.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No. Description
- ------- -----------
2 Distribution Agreement dated as of February 1, 1999, between Olin and
the Registrant.
3.1 Amended and Restated Articles of Incorporation of the Registrant
effective February 5, 1999.
3.2 Bylaws of the Registrant as amended to February 7, 1999.
4.1 Rights Agreement dated as of January 29, 1999, between the Registrant
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
10.1 364-Day Credit Agreement dated as of January 27, 1999, among the
Registrant, Olin, the Lenders party thereto, Bank of America, National
Trust and Savings Association, as Syndication Agent, Wachovia Bank,
N.A., as Documentation Agent, The Chase Manhattan Bank, as
Administrative Agent and Chase Securities Inc., as Arranger.
10.2 Five-year Credit Agreement dated as of January 27, 1999, among the
Registrant, Olin, the Lenders party thereto, Bank of America, National
Trust and Savings Association, as Syndication Agent, Wachovia Bank,
N.A., as Documentation Agent, The Chase Manhattan Bank, as
Administrative Agent and Chase Securities Inc., as Arranger.
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Exhibit Index is on Page 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 17, 1999
ARCH CHEMICALS, INC.
by /s/ Sarah A. O'Connor
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Name: Sarah A. O'Connor
Title: Vice President, General Counsel
and Secretary
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Exhibit Index is on Page 4
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
2 Distribution Agreement dated as of February 1, 1999, between Olin and
the Registrant.
3.1 Amended and Restated Articles of Incorporation of the Registrant
effective February 5, 1999.
3.2 Bylaws of the Registrant as amended to February 7, 1999.
4.1 Rights Agreement dated as of January 29, 1999, between the Registrant
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
10.1 364-Day Credit Agreement dated as of January 27, 1999, among the
Registrant, Olin, the Lenders party thereto, Bank of America, National
Trust and Savings Association, as Syndication Agent, Wachovia Bank,
N.A., as Documentation Agent, The Chase Manhattan Bank, as
Administrative Agent and Chase Securities Inc., as Arranger.
10.2 Five-year Credit Agreement dated as of January 27, 1999, among the
Registrant, Olin, the Lenders party thereto, Bank of America, National
Trust and Savings Association, as Syndication Agent, Wachovia Bank,
N.A., as Documentation Agent, The Chase Manhattan Bank, as
Administrative Agent and Chase Securities Inc., as Arranger.
Page 4 of 4
Exhibit Index is on Page 4