PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Olin
Corporation (the "Company") are incorporated herein by reference
as of their respective dates:
(a) Olin Corporation Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 (and the documents
incorporated by reference therein).
(b) Olin Corporation Contributing Employee Ownership Plan
Annual Report on Form 11-K for the fiscal year ended June 30,
1993.
(c) Olin Corporation Quarterly Report on Form 10-Q for the
quarter ended September 30, 1991, containing descriptions of the
Common Stock and ESOP Preferred Stock.
(d) Olin Corporation Form 8-A dated February 28, 1986
containing a description of Olin Common Stock Purchase Rights.
All documents subsequently filed by the Company or by the
Olin Corporation Contributing Employee Ownership Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference and to be part
hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
As of December 31, 1993, Johnnie M. Jackson, Jr., counsel for
the registrant, beneficially owned 2,379 shares of the Company's
Common Stock and 324 shares of the Company's ESOP Preferred Stock
and holds employee stock options to purchase 4,485 additional
shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the Company's
By-laws require, indemnification of Olin's directors, officers
and employees in a variety of circumstances. Under Sections
13.1-697 and 13.1-704 of the Virginia Stock Corporation Act, a
Virginia corporation generally is authorized to indemnify its
directors, officers and employees in civil or criminal actions if
such persons acted in good faith and believed their conduct to be
in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that their
conduct was unlawful. The Company's By-laws require
indemnification of directors, officers and employees with respect
to certain liabilities, expenses, and other amounts imposed upon
such persons by reason of having been directors, officers or
employees if such persons acted in good faith and believed that
their conduct was in the best interests of the Company or related
entity. Also, Section 13.1-692.1 of the Virginia Stock
Corporation Act permits a Virginia corporation to limit or
totally eliminate the liability of a director or officer in a
shareholder or derivative proceeding.
Directors and officers of the Company are insured, subject to
certain exclusions and limits and to the extent not otherwise indemnified
by the Company, against loss (including expenses incurred in the
defense of actions, suits and proceedings in connection
therewith) arising from any error, misstatement, misleading
statement, omission or other act made or performed in their
capacity as directors and officers. The policies also reimburse
the Company for liability incurred in the indemnification of its
directors and officers under common or statutory laws or the
By-Laws, subject to the terms, conditions and exclusions of the
policy. In addition, directors, officers and other employees of
the Company who may be "fiduciaries" as that term is used in the
Employee Retirement Income Security Act of 1974 are insured with
respect to liabilities under such Act.
Item 7. Exception from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
3(a) Restated Articles of Incorporation as amended
effective January 15, 1992. Incorporated by
reference to Exhibit 3(a) to the Company's Form
10-K for the fiscal year ended December 31, 1991
(SEC File No. 1-1070).
3(b) Articles of Amendment designating ESOP Preferred
Shares, par value $1 per share. Incorporated by
reference to Exhibit 4 to the Company's Form 10-Q
for the quarter ended June 30, 1989 (SEC File No.
1-1070).
3(c) By-laws as amended effective March 1, 1994.
Incorporated by reference to Exhibit 3(b) to the
Company's Form 10-K for the fiscal year ended
December 31, 1993 (SEC File No. 1-1070).
4(a) Description of the Company's Common Stock Purchase
Rights and Rights Agreement dated February 27,
1986 between the Company and Manufacturers
Hanover Trust Company, Rights Agent.
Incorporated by reference to the Company's Form 8-
A dated February 28, 1986 (SEC File No. 1-1070).
4(b) Description of the Company's Common Stock.
Incorporated by reference to Item 5 to the
Company's Form 10-Q for the quarter ended
September 30, 1991 (SEC File No. 1-1070).
5 Opinion of Johnnie M. Jackson, Jr., Esq.
23(a) Consent of KPMG Peat Marwick.
23(b) Consent of Johnnie M. Jackson, Jr., Esq. (included
in Exhibit 5).
24(a) Powers of Attorney.
24(b) Certified Resolutions.
The undersigned registrant will submit the plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely
manner and will make all changes required by the IRS in order to
qualify the plan.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement;
(iii)To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
the purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for the filing on the Form S-8 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Stamford,
State of Connecticut, on this 14th day of March, 1994.
OLIN CORPORATION
By J. M. Jackson, Jr.
J. M. Jackson, Jr.
Secretary
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title
*
John W. Johnstone, Jr. Chairman of the Board,
Chief Executive Officer
and Director
(Principal Executive Officer)
*
James A. Riggs Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
*
Emanuel J. DiTeresi Vice President and Controller
(Principal Accounting Officer)
*
Robert R. Frederick Director
*
Donald W. Griffin Director
*By J. M. Jackson, Jr.
(J. M. Jackson, Jr.,
Attorney-in-fact)
Dated: March 14, 1994
*
William W. Higgins Director
*
Robert Holland, Jr. Director
*
Jack D. Kuehler Director
*
H. William Lichtenberger Director
*
G. Jackson Ratcliffe, Jr. Director
*
William L. Read Director
*
John P. Schaefer Director
*
Irving Shain Director
*
Eugene F. Williams, Jr. Director
*
Robert L. Yohe Director
*By J. M. Jackson, Jr.
(J. M. Jackson, Jr.,
Attorney-in-fact)
Dated: March 14, 1994
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the trustees (or other persons who administer the
employee benefit plan) have duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Stamford, State of
Connecticut, on March 14, 1994.
OLIN CORPORATION CONTRIBUTING
EMPLOYEE OWNERSHIP PLAN
By: Members of the Olin Contributing
Employee Ownership Plan Committee
Peter C. Kosche
Peter C. Kosche
John W. Daly
John W. Daly
Carol L. Matthews
Carol L. Matthews
Carmen I. Ramos
Carmen I. Ramos
Diana L. Stepankiw
Diana L. Stepankiw
EXHIBIT INDEX
Exhibit No. Description
3(a) Restated Articles of Incorporation as amended
effective January 15, 1992. Incorporated by
reference to Exhibit 3(a) to the Company's Form
10-K for the fiscal year ended December 31, 1991
(SEC File No. 1-1070).
3(b) Articles of Amendment designating ESOP Preferred
Shares, par value $1 per share. Incorporated by
reference to Exhibit 4 to the Company's Form 10-Q
for the quarter ended June 30, 1989 (SEC File No.
1-1070).
3(c) By-laws as amended effective March 1, 1994.
Incorporated by reference to Exhibit 3(b) to the
Company's Form 10-K for the fiscal year ended
December 31, 1993 (SEC File No. 1-1070).
4(a) Description of the Company's Common Stock Purchase
Rights and Rights Agreement dated February 27, 1986
between the Company and Manufacturers Hanover Trust
Company, Rights Agent. Incorporated by reference to
the Company's Form 8-A dated February 28, 1986 SEC
File No. 1-1070).
4(b) Description of the Company's Common Stock.
Incorporated by reference to Item 5 to the
Company's Form 10-Q for the quarter ended
September 30, 1991 (SEC File No. 1-1070).
5 Opinion of Johnnie M. Jackson, Jr., Esq.
23(a) Consent of KPMG Peat Marwick.
23(b) Consent of Johnnie M. Jackson, Jr., Esq. (included
in Exhibit 5).
24(a) Powers of Attorney.
24(b) Certified Resolutions.
EXHIBIT 5
March 14, 1994
Olin Corporation
120 Long Ridge Road
P.O. Box 1355
Stamford, CT 06904-1355
Re: Olin Corporation Contributing Employee Ownership Plan
Registration Statement
Dear Ladies and Gentlemen:
As General Counsel-Corporate Resources of Olin Corporation
("Olin"), I am familiar with the Registration Statement on Form
S-8 ("Registration Statement") covering 2,000,000 shares of
Common Stock, par value of $1 per share, of Olin ("Common Stock")
being registered herewith in connection with the Olin Corporation
Contributing Employee Ownership Plan (the "Plan"). In connection
therewith, I have examined such documents, opinions and records
as I deemed relevant or necessary for the purpose of this
opinion.
Based on the foregoing, I am of the opinion that all shares of
Common Stock to be issued or acquired in connection with the Plan
under the Registration Statement will be validly issued, fully
paid and non-assessable.
I consent to the reference to me in the Registration Statement
and to the filing of this opinion as an exhibit thereto.
Very truly yours,
Johnnie M. Jackson, Jr.
Johnnie M. Jackson, Jr.
General Counsel - Corporate Resources
and Secretary
JMJ/deh
EXHIBIT 23(a)
Consent of Independent Auditors
The Board of Directors
Olin Corporation:
We consent to incorporation by reference in this Registration
Statement on Form S-8 of Olin Corporation of our reports dated
January 27, 1994, relating to the consolidated balance sheets of
Olin Corporation and consolidated subsidiaries as of December 31,
1993 and 1992, and the related consolidated statements of income,
shareholders' equity, cash flows and related schedules for each
of the years in the three-year period ended December 31, 1993,
which reports appear or are incorporated by reference in the
December 31, 1993 annual report on Form 10-K of Olin Corporation
and our report dated October 22, 1993, relating to the statements
of financial condition of the Olin Corporation Contributing
Employee Ownership Plan as of June 30, 1993 and 1992, and the
related statements of income and changes in participants' equity
for each of the years in the three-year period ended June 30,
1993, which report appears in the June 30, 1993 annual report on
Form 11-K of the Olin Corporation Contributing Employee Ownership
Plan.
KPMG PEAT MARWICK
Stamford, Connecticut
March 14, 1994
EXHIBIT 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned officers and directors of OLIN CORPORATION, a
Virginia corporation (the "Corporation"), which is about to
file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act
of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 with respect to the registration under said Act of
additional shares of Common Stock of the Corporation to be
purchasable under the Olin Corporation Contributing Employee
Ownership Plan and/or interests in said Plan to be offered
to eligible employees, hereby constitutes and appoints J. M.
Jackson, Jr., J. M. Pierpont and J. A. Riggs, his true and
lawful attorneys-in-fact and agents, and each of them with
full power to act without the others his true and lawful
attorney-in-fact and agent, for him and in his name, place
and stead, in any and all capacities, to sign said
Registration Statement and any and all future amendments
thereto and to file said Registration Statement and each
such future amendment, with all exhibits thereto, and any
and all other documents in connection therewith, with the
Securities and Exchange Commission, hereby granting unto
said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming
all the said attorneys-in-fact and agents or any of them,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have set their
hands and seals this 24th day of February, 1994.
Signature Title
John W. Johnstone, Jr.
John W. Johnstone, Jr. Chairman of the Board,
Chief Executive Officer
and Director
(Principal Executive Officer)
Robert R. Frederick
Robert R. Frederick Director
Donald W. Griffin
Donald W. Griffin Director
William W. Higgins
William W. Higgins Director
Robert Holland, Jr.
Robert Holland, Jr. Director
Jack D. Kuehler
Jack D. Kuehler Director
H. William Lichtenberger
H. William Lichtenberger Director
G. Jackson Ratcliffe, Jr.
G. Jackson Ratcliffe, Jr. Director
William L. Read
William L. Read Director
John P. Schaefer
John P. Schaefer Director
Irving Shain
Irving Shain Director
Eugene F. Williams, Jr.
Eugene F. Williams, Jr. Director
Robert L. Yohe
Robert L. Yohe Director
James A. Riggs
James A. Riggs Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Emanuel J. DiTeresi
Emanuel J. DiTeresi Vice President and Controller
(Principal Accounting Officer)
EXHIBIT 24(b)
OLIN CORPORATION
I, Gail S. Wilson, Assistant Secretary of OLIN CORPORATION,
a Virginia corporation, hereby certify that the attached
resolution is a true and correct copy of a resolution adopted at
a meeting of the Board of Directors of Olin Corporation, duly
held February 24, 1994 at which a quorum was present and voting
throughout, and that such resolution has not been rescinded or
modified and remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of OLIN CORPORATION, this 14th day of March, 1994.
Gail S. Wilson
Gail S. Wilson
Assistant Secretary
Board of Directors Meeting
February 24, 1994
RESOLVED that J.A. Riggs, J.M. Pierpoint and J.M. Jackson, Jr.,
be, and each of them with full power to act without the others,
hereby is, authorized to sign the Registration Statement, on
behalf of and as attorneys for the Corporation and on behalf of
and as attorneys for the Principal Executive Officer and/or the
Principal Financial Officer and/or the Principal Accounting
Officer of the Corporation and/or any other officer of the
Corporation.
