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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(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, 1995
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)
501 Merritt 7 P.O. Box 4500 Norwalk, CT 06856-4500 (Zip Code)
(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 Preferred New York Stock Exchange
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, 1996, the aggregate market value of registrant's voting
stock held by non-affiliates of registrant was approximately $2,104,493,000.
The appraised value of the ESOP Preferred Shares as indicated in the most
recent independent appraiser's report was used in determining the market value
of such Shares.
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As of January 31, 1996, 24,803,000 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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1995 Annual Report to Shareholders of Olin Parts I, II, and IV
Proxy Statement relating to Olin's 1996 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, defense-related products and services, and
ammunition. The chemicals segment is divided into three areas or divisions:
Chemicals, Chlor-Alkali and Microelectronic Materials. Chemicals includes
urethanes, pool chemicals, biocides, acids, and surfactants and fluids. Chlor-
alkali includes chlor-alkali products, sodium hydrosulfite and high strength
bleach products. Microelectronic 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, wire, 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 24 of
the 1995 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 in the Note "Segment Information" of the Notes to
Financial Statements on pages 35 and 36 of the Shareholders Report and in
Exhibit 13 hereto is incorporated herein by reference as contained in Exhibit
13.
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, the Shareholders Report
is not "filed" as part of this Report.
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, 1995 within
each industry segment. Principal products on the basis of annual sales are
highlighted in bold face.
CHEMICALS
MAJOR RAW MATERIALS
PRODUCT LINE & COMPONENTS FOR
OR DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES
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Chlor-alkali
Chlor-alkali CHLORINE/CAUSTIC SODA Pulp & paper Augusta, GA salt, electricity
processing, chemical Charleston, TN
manufacturing, water McIntosh, AL
purification, Niagara Falls, NY (Niachlor)
manufacture of vinyl
chloride, bleach,
swimming pool chemicals
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Other Chlor-alkali Sodium Hydrosulfite Paper, textile & clay Augusta, GA caustic soda,
Products bleaching Charleston, TN sulfur dioxide
Salto, Brazil
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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 Intermediate for Lake Charles, LA toluene, chlorine,
(TDI) flexible foam used in Fukuoka, Japan (Kyodo nitric acid,
furniture, bedding, TDI Limited Company) natural gas
carpet underlay,
transportation,
packaging
Flexible polyols Brandenburg, KY propylene oxide,
Punta Camacho, Venezuela ethylene oxide
Ibaraki-ken, Japan
(Asahi-Olin Ltd.)
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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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Urethane systems Packaging & insulation Ibaraki-ken, Japan polyols, methylene
(Asahi-Olin Ltd.) diphenyl diisocyanate
Salto, Brazil
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Aliphatic isocyanates Coatings, elastomers, Brandenburg, KY chlorine, specialty
adhesives & sealants Lake Charles, LA aliphatic amines
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Acids Virgin & regenerated Petroleum refining, Beaumont, TX sulfur, oxygen,
sulfuric acid, nitric acid agricultural chemicals Lake Charles, LA ammonia
Shreveport, LA
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Pool Chemicals HTH(R), SOCK-IT(R), Residential & Charleston, TN chlorine, lime,
PULSAR(R), SUPER SOCK-IT(R), commercial pool Igarassu, Brazil (Nordesclor caustic soda
DURATION(R) & CCH(R) sanitizing, water S.A.)
CALCIUM HYPOCHLORITE purification Salto, Brazil
Kempton Park, S. Africa
(Aquachlor
(Proprietary) Ltd.)
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PACE(R) Residential & Anaheim, CA chlorine, caustic
CHLORINATED commercial pool Amboise, France soda, urea
ISOCYANURATES sanitizing, water
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.
2
CHEMICALS (CONT'D)
MAJOR RAW MATERIALS
PRODUCT LINE & COMPONENTS FOR
OR DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & 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 Omacide(R) IPBC, Antidandruff agents Rochester, NY pyridine, zinc
Triadine(R) Biocides, in shampoo, preservative Swords, Ireland & copper salts,
Zinc Omadine(R), in metal working fluids, chlorine, iodine
Copper Omadine(R) & Sodium coatings, adhesives,
Omadine(R) Biocides plastics, antifouling
agent in
marine paints
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Custom chemicals Finished products for Rochester, NY
manufacturing agricultural,
photographic, hair dye &
general chemical
industries
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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
based metal-
working/hydraulic fluids
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Microelectronic Materials
Electronic High purity acids & Used as process aids in Chandler, AZ various acids
Chemicals solvents, dopants, semiconductor Mesa, AZ & solvents,
vapor deposition manufacturing Nazareth, PA ammonia-based
chemicals, specialty Seward, IL etchants
etchants
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Photoresists & polyimides Used as semiconductor Brandenburg, KY diazo compounds,
components and/or as East Providence, RI rubber polymers,
process aids in Tempe, AZ novolak polymers,
semiconductor Zwijndrecht, Belgium solvents,
manufacturing Shizuoka, Japan (Fuji-Hunt photoinitiators,
Electronics Technology polyimide polymers
Co., Ltd.)
Basle, Switzerland
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Dry & liquid toner systems Used in electrostatic Berea, OH resins,
printers and offset Kallo, Belgium hydrocarbons
platemaking systems
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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 & 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 METALScommunications, medical, matrix composites,
packages for the industrial, special alloys and
microelectronics instrumentation, glasses
industry automotive, consumer,
aerospace and military
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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, 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 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 & COMPONENTS FOR
OR DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES
------------ ------------------------ ------------------------ -------------------- ----------------------------
Ordnance LARGE CALIBER MILITARY Used by tanks & Marion, IL various metals, propellants,
AMMUNITION, PROJECTILES artillery Red Lion, PA subcontracted components
& COMPONENTS St. Marks, FL
St. Petersburg, FL
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MEDIUM CALIBER MILITARY Used by ground Downey, CA Ball Powder(R) propellant,
AMMUNITION & COMPONENTS, vehicles, ships, Marion, IL explosives, various metals,
air-dispensed munitions helicopters & aircraft subcontracted 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 St. Petersburg, FL ammunition & rocket
ammunition & rocket surplus ammunition & motors
motors rocket motors
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Government-owned Maintenance of U.S. Army Baraboo, WI subcontracted &
arsenal operations laid-away production government-supplied
(GOCO) plant components
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Gas generators Specialty solid- Marion, IL various metals, solid
propellant gas propellant ingredients
generators for missiles & subcontracted
& aircraft components
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Aerospace Pulsed power systems Pulsed high voltage gen- San Leandro, CA subcontracted components,
erators, nuclear radia- including capacitors
tion simulators, accel-
erators, high frequency
modulators, military
hardware survivability
assessment, high power
microwave systems, flash
x-ray products
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Antiarmor systems Design, development & San Leandro, CA various metals,
testing of advanced Tracy, CA subcontracted
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 & control
devices 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 & COMPONENTS FOR
OR DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES
------------ ------------------------ ------------------------ -------------------- -----------------------
Aerospace Hydrazine rocket Directional control Moses Lake, WA various metals,
(continued) engines; advanced rockets & propulsion Redmond, WA subcontracted
propulsion systems & systems for satellite & components,
components; inflation space vehicles, launch hydrazine liquid
systems; specialty vehicles, tactical propellant, ammonium
solid-propellant missiles & projectiles; nitrate-, sodium
devices specialty solid- azide- and non-sodium
propellant gas azide-based solid
generator-based devices propellant
for munitions ingredients
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 (GOCO) 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
RECENT DEVELOPMENTS
On March 1, 1995, the 2.76 million shares of Olin's Series A Conversion
Preferred Stock converted into shares of Olin's Common Stock on a one-for-one
basis.
On August 24, 1995, Olin announced it had completed its acquisition of Ciba
Geigy AG's 50% share of OCG Microelectronic Materials ("OCG"), a joint venture
formed by the two companies in 1990. OCG is a supplier of photoresists,
polyimides and ancillary products with research and development, manufacturing,
customer support and distribution capabilities in North America, Europe and
Asia.
On October 12, 1995, Olin announced that it completed the sale of its dry
sanitizer plant in South Charleston, West Virginia and a related tabletting
operation in Livonia, Michigan to Clearon Corp., a joint venture of Israel
Chemicals Ltd. and its subsidiary Dead Sea Bromine Corporation. Also in 1995,
Olin sold the SUN(R) brand of chlorinated isocyanurates to AquaClear
Industries, Inc. of Watervliet, NY. These sales, which were previously approved
by the Federal Trade Commission ("FTC"), were part of Olin's compliance with an
FTC order that it divest its chlorinated isocyanurate pool chemicals assets it
acquired in 1985.
On November 19, 1995, Olin announced it was considering a spin-off of its
Aerospace and Ordnance Divisions. Any decision requires the approval of Olin's
Board of Directors and will depend on a variety of factors including the tax-
free nature of the transaction and appropriate approvals of third parties
including governmental authorities.
On January 23, 1996, Olin announced that it had signed a letter of intent to
sell its dry and liquid toner systems business which had 1995 sales of $13
million.
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 micro-electronic materials subsidiary
located in Belgium manufactures certain chemicals for the semiconductor
industry and packages toners which are marketed throughout Europe. Hydrochim,
S.A., a French subsidiary, is an isocyanurate repacking operation. Etoxyl,
C.A., a Venezuelan subsidiary, manufactures urethane polyols and other
specialty chemicals.
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 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. A joint venture of Olin and Asahi Glass Company Ltd. has an
interest in a TDI production plant in Japan with Mitsui Toatsu.
7
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 pages 35 and 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 1995, no single nongovernment customer accounted for more than 1.2% of
Olin's total consolidated sales and U.S. Government sales accounted for 16% 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,
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.
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.
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, telecommunications
8
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.
GOVERNMENT SALES
U.S. Government sales were approximately $513 million in 1995, $379 million
in 1994 and $354 million in 1993.
Approximately 85% of such 1995 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.
Because several of its divisions 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 for a
specified period of time.
Changes in the strategic direction of defense spending, the timing of defense
procurements and specific defense program appropriation decisions may adversely
affect the performance of the Defense and Ammunition segment and Olin in future
years, including its income, liquidity, capital resources and financial
condition. The precise impact of these decisions will depend upon the timing
and size of changes and decisions, and Olin's ability to mitigate their impact
with new business, business consolidations or cost reductions. In view of the
continuing uncertainty regarding the size, content and priorities of the annual
Department of Defense budget, 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
9
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, 1995, Olin had approximately 13,000 employees (excluding
approximately 1,250 employees at Government-owned, contractor-operated
facilities), approximately 12,250 of whom were working in the United States and
approximately 750 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. Five major collective bargaining agreements at its East Alton, Illinois
facility were renewed in 1995. Four major labor contracts will expire in 1996,
three of which are at Olin's Lake Charles, Louisiana facility. 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 1995, $35 million during
1994 and $41 million during 1993. Customer-sponsored research expenditures
(primarily U.S. Government) were approximately $45 million in 1995, $79 million
in 1994 and $88 million in 1993.
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, propylene oxide, ethylene
oxide, natural gas, toluene, 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 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. Most of Olin's facilities are served by utilities which generate
electricity principally from coal 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 plants. Federal legislation providing for
regulation of the manufacture, transportation, use and disposal of hazardous
10
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"), imposed 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.
1995 1994 1993
---- ---- ----
(IN MILLIONS)
Cash Outlays:
Remedial and Investigatory Spending..................... $25 $37 $44
Capital Spending........................................ 9 11 11
Plant Operations........................................ 36 34 38
--- --- ---
Total Cash Outlays........................................ $70 $82 $93
=== === ===
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 1995,
1994 and 1993 and may be material to net income in future years.
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; charges to income were $25 million, $17 million, and $85
million in 1995, 1994 and 1993, respectively. A significant portion of the 1993
charge to income 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.
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.
Olin's estimated environmental liability at the end of 1995 was attributable
to 74 sites, 34 of which were on the National Priority List ("NPL"). Eleven
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.
Three of these eleven 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") and a Record of
Decision ("ROD") or its equivalent has not been issued. At another three of the
eleven 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 five of the eleven sites, part of the site is subject to a ROD and
another part is still in the investigative stage of remediation. All eleven
sites were either former manufacturing facilities or waste sites containing
contamination generated by those facilities.
Total environmental-related cash outlays for 1996 are estimated to be $85
million, of which $34 million is expected to be spent on investigatory and
remedial efforts, $17 million on capital projects and $34 million on normal
plant operations.
11
Annual environmental-related cash outlays for site investigation and
remediation, capital projects and normal plant operations are expected to range
between $85-100 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 time
periods (sometimes lengthy) 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 plants at 36 separate locations in 19 states and Puerto Rico and six
plants in six 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 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.
12
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 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 be materially adverse to 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 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
pursuant to the Consent Decree between EPA and Olin were approved by EPA. Final
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
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. 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.
13
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.
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. The majority of the work has been
completed and the remainder is expected to be completed in 1996.
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 done during 1996 and 1997.
Olin believes that any liability incurred by it in this matter will not be
materially adverse to its financial condition.
(c) In May 1994, Olin discovered that an Ordnance Division employee may have
modified inspection and testing software used on certain medium caliber
ammunition production lines at its Marion, Illinois facility to permit
inspections to be performed at tolerances which may not have been fully
compliant with applicable contract specifications. Upon discovering the issue,
Olin promptly notified U.S. Government contracting representatives, voluntarily
disclosed the circumstances then known to the Department of Defense's Office of
the Inspector General and expressed its intent to fully investigate the matter
and take all necessary corrective actions.
In September 1994, a federal grand jury in the United States District Court
for the Southern District of Illinois issued two subpoenas to Olin requesting
production of documents relating generally to certain medium caliber ammunition
programs and specifically to the software modification described above.
Subsequently, Olin has received additional subpoenas and several Marion
employees have received subpoenas to testify before the grand jury. Olin has
fully complied with the subpoenas and is committed to fully cooperating with
Government officials to resolve the matter.
Olin cannot predict the ultimate outcome of the investigation but believes
that it will not be materially adverse to its results of operations or
financial position.
(d) 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.
(e) 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, 1995.
Executive Officers of Olin Corporation as of March 1, 1996
SERVED AS AN
OLIN
NAME AND AGE OFFICE OFFICER SINCE
- ------------ ------ -------------
John W. Johnstone, Jr. Chairman of the Board 1980
(63)...................
Donald W. Griffin (59).. President and Chief Executive Officer 1983
Michael E. Campbell Executive Vice President 1987
(48)...................
James G. Hascall (57)... Executive Vice President 1985
Joseph M. Gaffney (49).. Senior Vice President 1981
Peter C. Kosche (53).... Senior Vice President 1993
Anthony W. Ruggiero Senior Vice President and Chief Financial 1995
(54)................... Officer
Leon B. Anziano (53).... Vice President and President, Chlor-Alkali 1993
Products Division
Robert A. Beyerl (53)... Vice President and Controller 1994
Douglas J. Cahill (36).. Vice President and President, Winchester 1996
Division
Angelo A. Catani (63)... Vice President and President, Ordnance 1993
Division
Patrick J. Davey (52)... Vice President and President, Chemicals 1993
Division
George B. Erensen (52).. Vice President, Taxes and Risk Management 1990
Johnnie M. Jackson, Jr. Vice President, General Counsel and 1995
(50)................... Secretary
Janet M. Pierpont (48).. Vice President and Treasurer 1990
Joseph D. Rupp (45)..... Vice President and President, Brass 1996
Division
William W. Smith (61)... Vice President and President, Aerospace 1993
Division
Steven T. Warshaw (47).. 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, R.A. Beyerl,
A.A. Catani, D.J. Cahill, P.J. Davey, J.M. Jackson, Jr., P.C. Kosche, A.W.
Ruggiero, J.D. Rupp, W.W. Smith 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.
Robert A. Beyerl was elected a Corporate Vice President and Controller on
April 26, 1994. Prior to that time, since 1989, he has served Olin in the
following management capacities: Director of Internal Audit; the Financial
Officer for the Defense Systems Group; and the Financial Officer for the
Chemicals Group.
15
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.
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.
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.
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.
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.
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, 1996, there were approximately 11,900 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 1995 and
1994 appears on page 37 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, 1995, retained earnings of approximately $301 million were not
so restricted.
16
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 25, 1996, appearing on pages 26 through 38 of the
Shareholders Report and in Exhibit 13 hereto, are incorporated by reference in
this Report as contained in Exhibit 13.
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 1996
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 last paragraph
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 11 through 14 of the
Proxy Statement and the graph appearing on page 18 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.
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
LLP dated January 25, 1996, appearing on pages 26 through 38 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.
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(cc) below.
3(a) Olin's Restated Articles of Incorporation as amended effective
February 27, 1996.
(b) By-Laws of Olin as amended effective February 29, 1996.
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 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.*
(c) 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.*
(d) 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.*
(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--Exhibit 4(f) to Olin's Form 10-K
for 1993.*
(h) 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.*
- --------
* 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
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 special severance agreement provided to certain employees
to become operative upon a "change in control event"--Exhibit
10(r) to Olin's Form 10-K for 1994.*
(s) 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.*
(t) 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.*
(u) Olin 1991 Long Term Incentive Plan, as amended through February
23, 1995--Exhibit 10(u) to Olin's Form 10-K for 1994.*
(v) 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.*
- --------
* 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
(w) 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.*
(x) 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.*
(y) Board Resolution adopted April 25, 1991 regarding payment of
deferred amounts--Exhibit 10(y) to Olin's Form 10-K for 1991.*
(z) Olin Corporation 1994 Stock Plan for Non-employee Directors--
Exhibit 10(a) to Olin's Form 10-Q for Quarter ended March 31,
1994.*
(aa) 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.*
(bb) Description of Restricted Stock Unit Awards granted under the
Olin 1991 Long Term Incentive Plan.
(cc) Form of EVA Incentive Plan.
11. Computation of Per Share Earnings.
12(a) Computation of Ratio of Earnings to Fixed Charges (unaudited).
12(b) Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends (unaudited).
13. Excerpts from the 1995 Annual Report to Shareholders.
21. List of Subsidiaries.
23. Consent of KPMG Peat Marwick LLP dated March 8, 1996.
27. Financial Data Schedule.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended December 31, 1995.
- --------
* 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: March 8, 1996 /s/ Donald W. Griffin
By...................................
DONALD W. GRIFFIN
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 of Directors
/s/
William J. Alley
.....................................
WILLIAM J. ALLEY Director
/s/
Robert R. Frederick
.....................................
ROBERT R. FREDERICK Director
/s/
Donald W. Griffin
.....................................
DONALD W. GRIFFIN President and Chief Executive Officer and
Director (Principal Executive Officer)
/s/
William W. Higgins
.....................................
WILLIAM W. HIGGINS Director
/s/
Suzanne Denbo Jaffe
.....................................
SUZANNE DENBO JAFFE Director
.....................................
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
21
SIGNATURE TITLE
--------- -----
/s/
John P. Schaefer
.....................................
JOHN P. SCHAEFER Director
/s/
Irving Shain
.....................................
IRVING SHAIN Director
/s/
Robert A. Beyerl
.....................................
ROBERT A. BEYERL 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 8, 1996
22
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