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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
For the fiscal year ended December 31, 1997
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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
501 Merritt 7 (Zip Code)
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 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, 1998, the aggregate market value of registrant's common
stock held by non-affiliates of registrant was approximately $2,077,241,166.
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As of January 31, 1998, 48,789,078 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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1997 Annual Report to Shareholders of Olin Parts I, II, and IV
Proxy Statement relating to Olin's 1998 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, sulfuric acid, hydrazine, polyols and propylene glycols.
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 three fiscal years appears on page 24
of the 1997 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 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 that is both contained in Exhibit 13 hereto and
incorporated herein by reference herein, 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, 1997 within
each industry segment. Principal products on the basis of annual sales are
highlighted in bold face.
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
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, soda
textile
bleaching
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Chemicals
Pool HTH(R), SOCK- Residential & Charleston, TN chlorine, lime,
Chemicals IT(R) commercial pool Igarassu, Brazil caustic soda
PULSAR(R), SUPER sanitizing, (Nordesclor
SOCK-IT(R), water S.A.)
DURATION(R) & purification Salto, Brazil
CCH(R) CALCIUM Kempton Park,
HYPOCHLORITE S. Africa
(Aquachlor
(Proprietary)
Ltd.)
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PACE(R) Residential & Anaheim, CA chlorine,
CHLORINATED commercial pool Amboise, France caustic
ISOCYANURATES** sanitizing, soda, urea
water
purification
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Biocides Omacide(R), Antidandruff Rochester, NY pyridine, zinc
IPBC, agents Swords, Ireland & copper salts,
Triadine(R) in shampoo; pre- chlorine,
Biocides, servative in iodine
Zinc Omadine(R), metal working
Copper fluids, coat-
Omadine(R) & ings, adhesives
Sodium & plastics; an-
Omadine(R) tifouling agent
Biocides in marine
paints; archi-
tectural paints
& coatings
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Custom chemicals Finished Rochester, NY
manufacturing products for
agricultural,
photo-
graphic, hair
dye & general
chemical
industries
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Performance Flexible polyols Intermediate for Punta Camacho, propylene
Urethanes & flexible foam Venezuela oxide,
Organics used in ethylene oxide,
furniture, glycerine
bedding, carpet
underlay,
transportation,
packaging
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Specialty Elastomers, Brandenburg, KY propylene
polyols adhesives, Punta Camacho, oxide,
coatings, Venezuela ethylene oxide,
sealants & rigid glycerine
foam
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Urethane systems Packaging & Salto, Brazil polyols,
insulation methylene
diphenyl
diisocyanate
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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.
** Product is distributed and not manufactured.
3
CHEMICALS (CONT'D)
MAJOR RAW MATERIALS
PRODUCT LINE OR & COMPONENTS FOR
DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES
--------------- ------------------- ------------------- -------------------- -------------------
Glycols & glycol Household, Brandenburg, KY ethylene oxide,
Ethers industrial & propylene oxide,
institutional nonylphenol
cleaners, alcohols
personal care
products &
antifreeze
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Nonionic Household, Punta Camacho, ethylene oxide
surfactants industrial & Venezuela
institutional
cleaners, Oil
field chemicals
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Contract Various Brandenburg, KY
manufacturing
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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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Acids Virgin & Petroleum Beaumont, TX sulfur, oxygen
regenerated refining, pulp & Shreveport, LA
sulfuric acid paper chemicals
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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 Zwijndrecht, etchants
vapor deposition Belgium
chemicals,
specialty
etchants,
chemical
management
services
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Photoresists & Used as Brandenburg, KY diazo compounds,
polyimides semiconductor East Providence, rubber polymers,
components RI novolak
and/or as Tempe, AZ polymers,
process aids in Zwijndrecht, solvents,
semiconductor Belgium photoinitiators,
manufacturing & Shizuoka, Japan polyimide
flat panel (FUJIFILM OLIN polymers
displays Co., Ltd.)
Hsin-chu, Taiwan
(FUJIFILM OLIN
Taiwan Co.,
Ltd.)
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Interconnect High performance Integrated Manteca, CA specialty
Materials integrated circuits & aluminum
circuit multi-chip alloys &
packaging modules for specialty
materials computer, adhesives
telecommunications,
instrumentation
& automotive
products
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High All industry New Bedford, MA all metals,
performance, market segments; metal
high computer, alloys, metal
reliability, communications, matrix
hermetic metal medical, composites,
packages for the industrial, special alloys
microelectronics instrumentation, and
industry automotive, glasses
consumer,
aerospace and
military
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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
METALS AND AMMUNITION
MAJOR RAW MATERIALS
PRODUCT LINE OR & COMPONENTS FOR
DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES
--------------- ------------------- ---------------- -------------------- -------------------
Olin Brass COPPER & COPPER Electronic Bryan, OH copper, zinc &
ALLOY SHEET & connectors, lead East Alton, IL other
STRIP frames, Indianapolis, IN nonferrous
(STANDARD & electrical Waterbury, CT metals
HIGH components, Iwata, Japan
PERFORMANCE) communications, (Yamaha-Olin
automotive, Metal
builders' Corporation)
hardware,
coinage,
ammunition
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Network of Electronic Allentown, PA copper & copper
metals connectors, Alliance, OH alloy sheet,
service centers electrical Caguas, PR strip, rod,
components, Carol Stream, IL tube & steel &
communications, Warwick, RI aluminum strip
automotive, Watertown, CT
builders' Yorba Linda, CA
hardware,
household
products
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Beryllium High performance East Alton, IL beryllium
copper strip electronic copper
applications
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POSIT-BOND(R) Coinage strip & East Alton, IL cupronickel,
CLAD METAL blanks copper &
aluminum
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ROLLED COPPER Printed circuit Waterbury, CT copper, zinc &
FOIL, boards, other
COPPERBOND(R) electrical & nonferrous
FOIL, electronic, metals,
STAINLESS STEEL automotive stainless steel
STRIP
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COPPER ALLOY Utility Cuba, MO copper, zinc &
SEAMLESS & condensers, Indianapolis, IN other
WELDED TUBE industrial heat nonferrous
exchangers, metals
refrigeration &
air
conditioning,
builders'
hardware,
automotive
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Fabricated Builders' East Alton, IL brass &
products hardware, stainless
cartridge cases, steel strip
shaped charge
cones,
transportation,
household &
recreational
products
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Copper & copper Fasteners, Indianapolis, IN copper, zinc &
alloy rod & electrical & other
wire electronic nonferrous
connectors, metals
transportation,
plumbing &
builders'
hardware
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Winchester WINCHESTER(R) Hunters & East Alton, IL brass, lead,
SPORTING recreational Geelong, steel,
AMMUNITION shooters, law Australia plastic,
(SHOT- enforcement propellant,
SHELLS, SMALL agencies explosives
CALIBER
CENTERFIRE &
RIMFIRE
AMMUNITION)
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Small caliber Infantry and East Alton, IL brass, lead,
military mounted weapons propellant,
ammunition explosives
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Government- Maintenance and Independence, MO brass, lead,
owned operation of propellant,
arsenal U.S. Army small explosives,
operation (GOCO) caliber military government-
ammunition supplied
production plant components
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Maintenance of Baraboo, WI subcontracted &
U.S. Army laid- government-
away production supplied
plant components
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Industrial Maintenance East Alton, IL brass, lead,
products (8 applications in Geelong, plastic,
gauge loads & power & concrete Australia propellant,
powder-actuated industries, explosives
tool loads) 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.
5
1997 DEVELOPMENTS
On October 22, 1997, Olin announced that it had entered into an agreement to
sell its surfactants, fluids, non-urethane polypropylene glycol and
polyethylene glycol businesses at its Doe Run facility in Brandenburg,
Kentucky to BASF. This sale was concluded in November 1997. Olin will continue
to produce certain of these products for BASF under a three-year supply
agreement.
On October 7, 1997, Olin and Asahi Glass Company announced that they have
established separate ownership of two joint ventures the companies had
previously formed in polyols and microelectronic packaging systems. Olin is
now the sole owner of Aegis, Inc., a Massachusetts-based manufacturer of metal
hermetic packages, and Asahi Glass Company is the sole owner of the former
Asahi-Olin joint venture in polyols that was established in Kashima, Japan.
This former Japanese joint venture manufactures flexible polyols which are
used in conjunction with toluene diisocyanate (TDI) in the creation of
polyurethane foams for furniture cushioning, carpet padding and related uses.
On February 10, 1997, Olin announced it completed its planned purchase of
DuPont's remaining 50% share of the two companies' Niachlor joint venture
chlor-alkali plant in Niagara Falls, New York.
In October 1996, the Board of Directors of Olin authorized the purchase of
up to 5 million shares, or approximately 10%, of the outstanding common stock
under a share repurchase program which began in January 1997. During 1997,
Olin repurchased 3,827,100 shares.
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 that distributes swimming pool chemicals to the trade. Etoxyl, C.A.,
a Venezuelan subsidiary, manufactures urethane polyols, surfactants 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, 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 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 contained in Exhibit 13 hereto are incorporated by
reference in this Report as contained in Exhibit 13.
6
CUSTOMERS AND DISTRIBUTION
During 1997, no single customer accounted for more than 2.1% 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, 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.
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
allied 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.
7
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, anti-dandruff agents, caustic soda and
chlorine, Olin is among the large 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, 1997, Olin had approximately 9,800 employees (excluding
approximately 1,100 employees at Government-owned, contractor-operated
facilities and excluding employees of disposed businesses), approximately
9,100 of whom were working in the United States and approximately 700 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. Olin is
currently engaged in negotiations for a new labor agreement at its Niachlor
facility in Niagara Falls, NY. In addition, Olin has one major labor contract
scheduled to expire in 1998. 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 $29 million during 1997, $39 million during
1996 and $34 million during 1995.
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 purchased by Olin for its production of
chemicals are various hydrocarbons and derivatives, salt, lime, electricity,
propylene oxide, ethylene oxide, sulfur, pyridine 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.
8
ENVIRONMENTAL AND TOXIC SUBSTANCES CONTROLS
1997 1996 1995
---- ---- ----
(IN MILLIONS)
Cash Outlays:
Remedial and Investigatory Spending...................... $31 $30 $25
Capital Spending......................................... 5 6 8
Plant Operations......................................... 23 35 34
--- --- ---
Total Cash Outlays......................................... $59 $71 $67
=== === ===
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 United States Environmental Protection Agency's
Voluntary Industrial Toxics Reduction Program. Olin employs waste minimization
and pollution prevention programs at its manufacturing sites.
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 1997,
1996 and 1995 and may be material to net income in future years. Such charges
to income were $19 million, $70 million and $24 million in 1997, 1996 and
1995, respectively.
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.
Olin's estimated environmental liability at the end of 1997 was attributable
to 46 sites, 18 of which were on the National Priority List ("NPL"). Ten sites
accounted for approximately 81% of such liability and, of the remaining sites,
no one site accounted for more than 2% of such liability. One of these ten
sites is 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 ("PRPs") 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 1998 are estimated to be $65
million, of which $30 million is expected to be spent on remedial and
investigatory efforts, $8 million on capital projects and $27 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 $65-90 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
9
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. At December 31, 1997, Olin had estimated additional
environmental contingent liabilities of $41 million.
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 27 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 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 sought 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 also sought civil penalties for each day of alleged
violation of the Clean Water Act which currently has a maximum daily penalty
of $27,500.
In 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 also
requested 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 an opposition
to the motions and the court deferred a ruling on both motions.
Under stipulations, Olin and Oxychem conducted a remedial investigation and
feasibility study. In 1990, EPA issued a Proposed Remedial Action Plan
followed by a Record of Decision ("ROD"). The EPA selected remedy was
estimated to cost $30 million. In 1991, the EPA issued an administrative order
directing Olin and Oxychem to implement the remedy identified in the ROD. Olin
and Oxychem have commenced performance of the remedy identified in such order.
Olin and Oxychem are currently
10
negotiating with the U.S. Environmental Protection Agency ("EPA") to resolve
EPA's claim for oversight costs on the project. Olin and Oxychem will share
the cost of the remedy 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 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. EPA, under
Section 122 of CERCLA, asked Olin to undertake the work called for in the ROD,
and Olin agreed to do so. In November 1988, Olin submitted to EPA, 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 then implemented that remedial action.
Olin completed the remedial investigation and feasibility study of the
former chlorine plant site, including Ponds # 5 and 6, in 1994. EPA issued a
Record of Decision in 1995, calling for covering the former waste ponds,
treatment of runoff from the ponds, and additional monitoring and
investigation. In 1997, Olin negotiated a consent decree with the EPA under
which Olin is implementing the Record of Decision. The ROD does not address
remediation of the former chlorine plant site or the Holston River, which are
the subject of the additional studies.
Olin has completed clean-up activities at two small locations near Olin's
former plant site, the Graveyard Dump Site and the former power plant.
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.
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.
11
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, 1997.
Executive Officers of Olin Corporation as of March 1, 1998
SERVED AS
AN OLIN
NAME AND AGE OFFICE OFFICER SINCE
- ------------ ------ -------------
Donald W. Griffin (61).. Chairman of the Board, President and Chief 1983
Executive Officer
Michael E. Campbell
(50)................... Executive Vice President 1987
Peter C. Kosche (55).... Senior Vice President 1993
Anthony W. Ruggiero
(56)................... Senior Vice President and Chief Financial 1995
Officer
Leon B. Anziano (55).... Vice President and President, Chlor-Alkali 1993
Products Division
Thomas M. Gura (52)..... Vice President and President, Winchester 1997
Division
George B. Erensen (54).. Vice President and General Tax Counsel 1990
Johnnie M. Jackson, Jr. Vice President, General Counsel and 1995
(52)................... Secretary
Sarah Y. Kienzle (39)... Vice President, Planning and Development 1997
Louis S. Massimo (40)... Vice President and Controller 1996
Janet M. Pierpont (50).. Vice President and Treasurer 1990
Joseph D. Rupp (47)..... Vice President and President, Brass 1996
Division
Steven T. Warshaw (49).. 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, T.M. Gura,
J.M. Jackson, Jr., S.Y. Kienzle, 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.
Thomas M. Gura was elected a Corporate Vice President on September 25, 1997.
He was appointed President of the Winchester Division on August 19, 1997.
Prior to that time, he served as Vice President, Marketing and Sales of the
Brass Division.
Johnnie M. Jackson, Jr. was elected a Corporate Vice President on April 27,
1995 and Corporate Secretary on April 29, 1993. 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.
Sarah Y. Kienzle was elected a Corporate Vice President on September 25,
1997. Prior to that time, since August 1996, she was a Vice President of SRI
Consulting. Since 1994, she was employed as a manager and later a principal of
A.T. Kearney, Inc., a consulting firm, and prior to that she held various
managerial positions at Amoco Chemical Company.
12
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.
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, 1998, there were approximately 10,533 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 1997
and 1996 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, 1997, retained earnings of approximately $220 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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 29, 1998, 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.
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 1998
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 Committee on Executive
Compensation appearing on pages 11 through 12 of the Proxy Statement and the
graph appearing on page 15 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" 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 29, 1998,
14
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.
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(w) below.
3(a) Olin's Restated Articles of Incorporation as amended effective
May 8, 1997--Exhibit 3 to Olin's Form 10-Q for the Quarter ended
March 31, 1997.*
(b) By-Laws of Olin as amended effective January 1, 1998.
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.*
(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--Exhibit 4(h) to Olin's
Form 10-K for 1996.*
(i) Third Amendment, dated November 12, 1997, amending the Credit
Agreement, dated as of September 30, 1993.
(j) Fourth Amendment, dated November 12, 1997, 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.
15
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 Corporation Employee Deferral Plan, effective November 1,
1997.
(e) Amendments to Olin Corporation Performance Unit Plan, adopted
September 29, 1988--Exhibit 10(j) to Olin's Form 10-K for 1988.*
(f) 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.*
(g) Amendment to Olin Corporation Performance Unit Plan, adopted
September 26, 1991--Exhibit 10(j) to Olin's Form 10-K for 1991.*
(h) Amendment to Olin Corporation Performance Unit Plan, adopted
December 16, 1993--Exhibit 10(k) to Olin's Form 10-K for 1993.*
(i) Olin Senior Executive Pension Plan with amendments--Exhibit 10(l)
to Olin's Form 10-K for 1994.*
(j) Olin Supplemental Contributing Employee Ownership Plan, effective
January 1, 1990 with amendments incorporated through January 30,
1998.
(k) Olin Corporation Key Executive Life Insurance Program--Exhibit
10(b) to Olin's Form 10-Q for Quarter ended March 31, 1986.*
(l) Form of Olin Corporation Endorsement Split Dollar Agreement
(effective January 1, 1993)--Exhibit 10(s) to Olin's Form 10-K
for 1992.*
(m) Form of executive agreement between Olin and certain executive
officers as amended December 11, 1997.
(n) Form of special severance agreement provided to certain employees
to become operative upon a "change in control event".
(o) Olin 1991 Long Term Incentive Plan, as amended through February
23, 1995--Exhibit 10(u) to Olin's Form 10-K for 1994.*
(p) 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.*
(q) 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.*
(r) 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.*
(s) Olin Corporation 1997 Stock Plan for Non-employee Directors as
amended and restated effective October 2, 1997.
- --------
* Previously filed as indicated and incorporated herein by reference.
Exhibits incorporated by reference are located in SEC File No. 1-1070
unless otherwise indicated.
16
(t) 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.*
(u) 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.*
(v) Form of EVA Incentive Plan (Management Incentive Compensation
Plan) --Exhibit 10(dd) to Olin's Form 10-K for 1996.*
(w) 1996 Stock Option Plan for Key Employees of Olin Corporation and
Subsidiaries--Exhibit A to Olin's 1996 Proxy Statement dated
March 12, 1996.*
(x) Assumption of Liabilities and Indemnity Agreement, dated December
31, 1996, between Olin Corporation and Primex Technologies, Inc.
--Exhibit 10(ii) to Olin's Form 10-K for 1996.*
11. Computation of Per Share Earnings (unaudited)
12. Computation of Ratio of Earnings to Fixed Charges (unaudited).
13. Excerpts from the 1997 Annual Report to Shareholders.
21. List of Subsidiaries.
23. Consent of KPMG Peat Marwick LLP dated March 10, 1998.
27. Financial Data Schedule.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended December 31, 1997.
- --------
* 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
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 10, 1998 /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 Chairman of the Board, President and Chief
..................................... Executive Officer and Director (Principal
DONALD W. GRIFFIN Executive Officer)
/s/ Richard E. Cavanagh Director
.....................................
RICHARD E. CAVANAGH
/s/ William W. Higgins Director
.....................................
WILLIAM W. HIGGINS
/s/ Suzanne Denbo Jaffe Director
.....................................
SUZANNE DENBO JAFFE
/s/ John W. Johnstone, Jr. Director
.....................................
JOHN W. JOHNSTONE, JR.
/s/ Jack D. Kuehler Director
.....................................
JACK D. KUEHLER
/s/ Randall W. Larrimore Director
.....................................
RANDALL W. LARRIMORE
/s/ H. William Lichtenberger Director
.....................................
H. WILLIAM LICHTENBERGER
/s/ G. Jackson Ratcliffe, Jr. Director
.....................................
G. JACKSON RATCLIFFE, JR.
18
SIGNATURE TITLE
--------- -----
/s/ Richard M. Rompala Director
.....................................
RICHARD M. ROMPALA
/s/ John P. Schaefer Director
.....................................
JOHN P. SCHAEFER
/s/ Louis S. Massimo Vice President and Controller
..................................... (Principal Accounting Officer)
LOUIS S. MASSIMO
/s/ Anthony W. Ruggiero Senior Vice President and Chief Financial
..................................... Officer (Principal Financial Officer)
ANTHONY W. RUGGIERO
Date: March 10, 1998
19
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