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 February 27, 1996 --------------------------------- (Date of earliest event reported) OLIN CORPORATION ------------------------------------------------------ (Exact name or registrant as specified in its charter) Virginia 1-1070 13-1872319 -------------- ------------ ---------------- (State or other (Commission (I.R.S. Employer jurisdiction or File Identification organization) Number) Number) 501 Merrit 7 Norwalk, Connecticut 06851 -------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (203) 750-3000 ---------------------------------------------------- (Registrant's telephone number, including area code) Page 1 of 6 Exhibit Index is on Page 6 Item 5. Other Events On January 25, 1996, the Board of Directors of Olin Corporation (the "Company") approved a shareholder rights plan (the "Rights Plan") which is to take effect at the close of business on February 27, 1996, at which time the Company's shareholder rights plan currently in effect (the "1986 Plan") will expire. The 1986 Plan has been in effect since February 27, 1986. The following description of the Rights Plan is qualified in its entirety by reference to the Rights Agreement dated as of February 27, 1996, filed as Exhibit 99 hereto. The Rights Plan will be implemented by the issuance of one nonvoting Preferred Stock Purchase Right (a "Right") for each share of Common Stock, par value $1 per share, of the Company outstanding at the close of business on February 27, 1996, or issued thereafter until the Rights become exercisable. Each Right will entitle the holder in certain events to purchase one-thousandth (1/1000) of a share of Series A Participating Preferred Stock, without par value (the "Preferred Stock"), of the Company, at an initial exercise price of $240. Each thousandth of a share of Preferred Stock is entitled to vote and to participate in Page 2 of 6 Exhibit Index is on Page 6 dividends and other distributions on an equivalent basis with one whole share of Common Stock. Initially, the Rights will be attached to the Common Stock and will not be exercisable. The Rights will become exercisable and separately transferable if any person or group becomes an "Acquiring Person" by acquiring more than 15% of the outstanding Common Stock or, if a tender offer for more than 15% of the outstanding Common Stock is announced or commenced. If any person becomes an Acquiring Person, the Rights will entitle all holders, other than the Acquiring Person, to purchase the Preferred Stock at a substantial discount to its market value. In addition, if a merger occurs with an Acquiring Person, holders of Rights (other than the Acquiring Person) will be able to purchase shares of the Acquiring Person at a substantial discount. The Rights are redeemable by the Board of Directors of the Company at a redemption price of $.01 per Right any time prior to the earlier of (a) such time as there shall be an Acquiring Person and (b) the expiration date of the Rights. The Rights will expire on the tenth anniversary of the effective date of the Rights Agreement, unless earlier redeemed. Page 3 of 6 Exhibit Index is on Page 6 Item 7. Financial Statements c. Exhibits 99 Rights Agreement dated as of February 27, 1996. Page 4 of 6 Exhibit Index is on Page 6 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. OLIN CORPORATION by /s/ Johnnie M. Jackson, Jr. ----------------------------- Name: Johnnie M. Jackson, Jr. Title: Vice President, General Counsel and Secretary Date: February 21, 1996 Page 5 of 6 Exhibit Index is on Page 6 Exhibit Index Exhibit No. Exhibit Page No. ----------- ------- -------- 99 Rights Agreement dated as of February 27, 1996 (incorporated herein by reference to Exhibits 1, 2 and 3 of Form 8-A of the Company filed with the Securities and Exchange Commission the date hereof). Page 6 of 6 Exhibit Index is on Page 6