SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from___________ to
Commission file number 1-1070
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive office:
Olin Corporation
120 Long Ridge Road
Stamford, Connecticut 06904
<PAGE>
OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
Financial Statements
June 30, 1994, and 1993
(With Independent Auditors' Report Thereon)
<PAGE>
Independent Auditors' Report
The Board of Directors
Olin Corporation:
We have audited the accompanying statements of financial
condition of the Olin Corporation Contributing Employee
Ownership Plan as of June 30, 1994 and 1993, and the related
statements of income and changes in participants' equity for
each of the years in the three-year period ended June 30,
1994. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of the Olin Corporation Contributing Employee
Ownership Plan as of June 30, 1994 and 1993, and the income
and changes in participants' equity for each of the years in
the three-year period ended June 30, 1994 in conformity with
generally accepted accounting principles.
KPMG PEAT MARKWICK LLP
December 15, 1994
<PAGE>
OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
Statement of Financial Condition
June 30, 1994
Combined Funds
Face Value
or Number
of Shares Cost Market Value
Assets:
Cash $ 1,492,096 1,492,096
Investments:
Equity accounts 2,362,625 13,454,417 15,511,512
Wachovia Bank
fixed income fund 187,950 73,253,323 74,440,793
Wachovia Bank short-term
fund 34,666,671 34,666,671 34,666,671
Olin Corporation common
stock 3,869,698 154,487,815 208,480,053
Olin Corporation 7.75%
convertible preferred
stock 1,144,147 88,133,643 86,955,172
Total investments 363,995,869 420,054,201
Accrued interest receivable 131,595 131,595
Contribution receivable:
Employee 1,167,248 1,167,248
Company 3,211,494 3,211,494
Other receivables (loan program) 10,360,239 10,360,239
Total assets $380,358,541 436,416,873
Liabilities and participants' equity:
Notes payable $ 34,000,000 34,000,000
Unremitted benefits 90,657 90,657
Participants' equity 346,267,884 402,326,216
Total liabilities and
participants' equity $380,358,541 436,416,873
See accompanying notes to financial statements
<PAGE>
Company Stock Funds
Commingled Funds Common Preferred
(Note 10) (Note 11)
1,422,386 69,710 -
15,511,512 - -
74,440,793 - -
34,664,321 2,142 208
3,986,702 204,493,351 -
- - 86,955,172
128,603,328 204,495,493 86,955,380
122,471 1,479 7,645
1,167,248 - -
- - 3,211,494
10,360,239 - -
141,675,672 204,566,682 90,174,519
- - 34,000,000
90,657 - -
141,585,015 204,566,682 56,174,519
141,675,672 204,566,682 90,174,519
<PAGE>
OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
Statement of Financial Condition
June 30, 1993
Combined Funds
Face Value
or Number
of Shares Cost Market Value
Assets:
Investments:
Diversified equity account 698,330 $ 3,125,146 5,515,887
Wachovia Bank fixed
income fund 166,099 59,758,281 66,906,836
Wachovia Bank short-term
fund 42,286,306 42,286,306 42,286,306
Olin Corporation common
stock 4,136,185 158,386,805 181,913,449
Olin Corporation 7.75% convertible
preferred stock 1,220,302 93,999,863 94,878,444
Total investments 357,556,401 391,500,922
Accrued interest receivable 120,310 120,310
Contribution receivable:
Employee 2,221,663 2,221,663
Company 4,557,769 4,557,769
Other receivables (loan program) 8,979,282 8,979,282
Bonus health plan receivable 477,603 477,603
Total assets $ 373,913,028 407,857,549
Liabilities and participants' equity:
Notes payable $ 50,000,000 50,000,000
Unremitted benefits 30,379 30,379
Participants' equity 323,882,649 357,827,170
Total liabilities and
participants' equity $ 373,913,028 407,857,549
See accompanying notes to financial statements.
<PAGE>
Company Stock Funds
Commingled Funds Common Preferred
(Note 10) (Note 11)
5,515,887 - -
66,906,836 - -
42,069,392 216,718 196
- 181,913,449 -
- - 94,878,444
114,492,115 182,130,167 94,878,640
108,276 1,570 10,464
2,221,663 - -
- - 4,557,769
8,979,282 - -
477,603 - -
126,278,939 182,131,737 99,446,873
- - 50,000,000
30,379 - -
126,248,560 182,131,737 49,446,873
126,278,939 182,131,737 99,446,873
<PAGE>
OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
Statement of Income and Changes in Participants' Equity
Year Ended June 30, 1994
Company Stock Funds
Combined Commingled
Funds Funds Common Preferred
(Note 10) (Note 11)
Investment income:
Dividends $ 15,930,975 - 8,877,383 7,053,592
Interest 5,986,084 5,935,016 17,237 33,831
Total invest. inc. 21,917,059 5,935,016 8,894,620 7,087,423
Net appreciation (depreciation)
in fair value of
investments 29,653,966 (5,604,409) 37,255,595 (1,997,220)
Interest on loans
receivable 663,068 663,068 - -
Contributions:
Employee 23,392,201 13,826,036 9,566,165 -
Company 8,962,927 56,788 15,406 8,890,733
Total contributions 32,355,128 13,882,824 9,581,571 8,890,733
Total additions 84,589,221 14,876,499 55,731,786 13,980,936
Interest expense 1,418,745 - - 1,418,745
Administrative expense 491,608 211,549 48,325 231,734
Withdrawals and forfeitures
in cash and stock:
Settlements with
employees 40,166,460 14,569,016 22,771,172 2,826,272
Forfeitures of Company
contributions 97,454 2,871 94,583 -
Total deductions 42,174,267 14,783,436 22,914,080 4,476,751
Transfers from other
Trustees 2,084,092 2,084,092 - -
Transfers between funds - 13,159,300 (10,382,761) (2,776,539)
Net increase in participants'
equity 44,499,046 15,336,455 22,434,945 6,727,646
Participants' equity at
beginning of year 357,827,170 126,248,560 182,131,737 49,446,873
Participants' equity at
end of year $402,326,216 141,585,015 204,566,682 56,174,519
See accompanying notes to financial statements.
<PAGE>
OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
Statement of Income and Changes in Participants' Equity
Year Ended June 30, 1993
Company Stock Funds
Combined Commingled
Funds Funds Common Preferred
(Note 10) (Note 11)
Investment income:
Dividends $ 16,345,184 - 8,942,050 7,403,134
Interest 5,669,637 5,582,116 19,135 68,386
Total invest. inc. 22,014,821 5,582,116 8,961,185 7,471,520
Net appreciation (depreciation)
in fair value of
investments 5,515,842 3,888,479 (6,117,090) 7,744,453
Interest on loans rec. 611,956 611,956 - -
Contributions:
Employee 24,186,091 11,912,933 12,273,158 -
Company 9,017,337 22,176 5,268 8,989,893
Bonus health plan 541,580 541,580 - -
Total contrib.33,745,008 12,476,689 12,278,426 8,989,893
Total additions 61,887,627 22,559,240 15,122,521 24,205,866
Interest expense 1,806,284 - - 1,806,284
Administrative expense 161,203 157,856 707 2,640
Withdrawals and forfeitures
in cash and stock:
Settlements with
employees 29,586,412 13,968,509 13,216,021 2,401,882
Forfeitures of Company
contributions 11,153 - 11,153 -
Total deductions 31,565,052 14,126,365 13,227,881 4,210,806
Transfers from other
Trustees 2,609,956 2,609,956 - -
Transfers to other
Trustees (2,158,924) (970,926) (687,311) (500,687)
Transfers between funds - 2,239,707 (1,769,922) (469,785)
Net increase (decrease)
in participants'equity 30,773,607 12,311,612 (562,593) 19,024,588
Participants' equity at
beginning of year 327,053,563 113,936,948 182,694,330 30,422,285
Participants' equity at
end of year $ 357,827,170 126,248,560 182,131,737 49,446,873
See accompanying notes to financial statements
<PAGE>
OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
Statement of Income and Changes in Participants' Equity
Year Ended June 30, 1992
Company Stock Funds
Combined Commingled
Funds Funds Common Preferred
(Note 10) (Note 11)
Investment income:
Dividends $ 16,301,870 - 8,693,389 7,608,481
Interest 6,415,323 6,319,052 19,464 76,807
Total invest. inc. 22,717,193 6,319,052 8,712,853 7,685,288
Net appreciation (depreciation)
in fair value of
investments (6,949,109) 3,280,055 (12,163,699) 1,934,535
Interest on loans rec. 574,452 574,452 - -
Contributions:
Employee 24,553,939 11,844,391 12,709,548 -
Company 10,884,687 - 28,698 10,855,989
Bonus health plan 609,290 609,290 - -
Total contributions 36,047,916 12,453,681 12,738,246 10,855,989
Total additions 52,390,452 22,627,240 9,287,400 20,475,812
Interest expense 3,767,661 - - 3,767,661
Administrative expense 168,114 166,213 345 1,556
Withdrawals and forfeitures
in cash and stock:
Settlements with
employees 30,597,658 10,895,777 18,323,624 1,378,257
Forfeitures of Company
contributions 42,880 - 42,880 -
Total deductions 34,576,313 11,061,990 18,366,849 5,147,474
Transfers to other
Trustees (2,587,151) (1,800,585) (512,882) (273,684)
Transfers between funds - 2,542,111 (2,301,876) (240,235)
Net increase (decrease) in
participants'equity 15,226,988 12,306,776 (11,894,207) 14,814,419
Participants' equity at
beginning of year 311,826,575 101,630,172 194,588,537 15,607,866
Participants' equity at
end of year $ 327,053,563 113,936,948 182,694,330 30,422,285
See accompanying notes to financial statements.
<PAGE>
OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
Notes to Financial Statements
June 30, 1994, 1993 and 1992
(1)Summary of Significant Accounting Policies
(a)Basis of Presentation
The accompanying financial statements have been prepared
on the accrual basis and present participants' equity and
income and changes in participants' equity at fair value.
Investments in the Commingled Funds and the Company
Common Stock Fund are presented at current values, using
quoted market prices. Purchases and sales of securities
are recorded on a trade-date basis. The cost of
securities sold is determined principally on the basis of
average cost.
Olin Corporation (the "Company") Contributing Employee
Ownership Plan (the "Plan") operates as a leveraged
employee stock ownership plan (ESOP), and is designed to
comply with Section 4975 (e)(7) and the regulations
thereunder of the Internal Revenue Code of 1986, and is
subject to the applicable provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
The Plan purchased 1,298,195 shares of an original issue
of Olin Corporation convertible preferred stock at $77.03
per share. The preferred stock pays a fixed dividend of
$5.97 per share or a yield of 7.75% on its initial value.
The stock is revalued quarterly by an independent
appraiser. The value of the preferred stock at June 30,
1994 and 1993 was $76.00 and $77.75 per share,
respectively.
(b)Trust Fund Management
Wachovia Bank & Trust Co., NA is the Trustee of the Plan.
Under the terms of the Trust Agreement between the
Trustee and the Company, the Trustee is responsible for
the safekeeping of Plan assets in the trust funds and the
maintenance of records relating to receipts and
disbursements from the trust funds. The Trustee invests
funds in compliance with the terms of the Plan and makes
payments from the trust funds as directed by participants
and the Company, which are certified by the Committee
administering the Plan. Effective April 1, 1991,
administrative fees are paid from Plan assets. Effective
January 1, 1994, each participant in the Plan is charged
a monthly administrative fee of $3.50, in addition to any
investment manager fees, commissions, etc. that each
investment fund may otherwise incur.
The assets of the Diversified Equity Fund are under the
control of the Columbia Trust Company.
In January 1994, the participants of the Plan were
offered two additional investment funds, the U.S. Equity
Fund and the Global Equity Fund. The assets of these
funds are under the control of Mellon Bank.
(2) Description of Plan
The following description of the Plan provides only general
information. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
(a)General
The Plan is a defined contribution plan consisting of
several separate investment funds as described below.
(b)Contributions
Employees of the Company and certain subsidiary companies
are eligible to participate in the Plan and may elect to
have their contributions invested in the following funds:
Common Stock Fund
Fixed Income Fund
Special Investment Fund
U.S. Equity Fund
Global Equity Fund
Seventy-five cents of every dollar contributed to the
U.S. Equity Fund and the Global Equity Fund will be
invested in the respective fund; the remaining twenty-
five cents will be invested in Olin common stock. As of
September 1, 1994, there will no longer be a portion of
these contributions made to Olin common stock.
The respective elections at June 30, 1994, 1993 and 1992
were as follows:
Number of Participating Employees
1994 1993 1992
Fixed Income Fund 6,462 6,451 5,873
Common Stock Fund 7,915 9,535 9,671
Special Investment Fund 3,689 4,423 4,508
U.S. Equity Fund 1,283 - -
Global Equity Fund 1,417 - -
Total 20,766 20,409 20,052
The total number of participants in the Plan was less
than the sum of the number of participants shown above
because many were participating in more than one fund.
The maximum allowable participant's contribution is 18%
of base salary. The maximum allowable pre-tax
contribution for salaried and non-bargaining hourly
employees is 15%. Contributions above 15% are made on an
after-tax basis. Bargaining hourly employees at St.
Marks and East Alton may contribute to the plan on a pre-
tax basis. All other bargaining hourly employees
contribute only on an after-tax basis. Effective January
1, 1987, the Plan was amended to comply with the Tax
Reform Act of 1986 (TRA 86), which limits a participant's
annual pre-tax contribution. The 1993 calendar year
maximum allowance under TRA 86 is $8,994. Due to IRS
rules regulating the average percentage deferred under
the Plan, the maximum pre-tax contribution for employees
whose base salary is in excess of $56,990 was reduced
effective July 1, 1991 to 7% of base pay. The salary
level was subsequently increased to $60,535 effective
July 1, 1992.
A participant's contribution of up to 6% of base salary
may be eligible for a Company matching contribution. The
Company contribution is determined by the Board of
Directors of the Company and may vary from 20% to 100% of
the participant's contribution up to 6% of base salary.
With the exception of certain business units, the Company
contribution rate is currently 100% on the first $25 and
50% on the balance. For certain bargaining hourly
participants, the Company contribution rate is 50%.
Prior to the establishment of the Preferred Stock Fund,
the terms of the Plan required that all Company
contributions be invested in the Common Stock Fund.
Therefore, participants electing to have their
contributions invested in the Fixed Income Fund or the
Special Investment Fund also have an account in the
Common Stock Fund. Effective July 1, 1989, primarily all
of the Company contributions made to match contributions
from participants are invested in the Preferred Stock
Fund. Only Olin Aegis employees are excluded from the
preferred stock match. Effective May 1, 1993, the
employer match of the Olin Aegis employees follows the
employee's investment direction.
The Company is obligated to make contributions in cash to
the Preferred Stock Fund which, when aggregated with the
Fund's dividends and interest earnings, at least equal
the amount necessary to enable the Fund to make its
regularly scheduled payments of principal and interest
due on its notes payable.
Diversified Equity Fund
During the 1988 plan year, the assets of the Rockcor,
Inc. Savings Plus Plan (Rockcor Plan) were transferred to
the Plan. Participants in the Rockcor Plan had the
option of transferring their account into the Common
Stock Fund, the Fixed Income Fund, the Special Investment
Fund or to leave their investment in the Diversified
Equity Fund at the Columbia Trust Company. From 1988 to
1992, contributions could not be made to the Diversified
Equity Fund. During 1992, the Plan began to allow
contributions to this fund. This fund consists primarily
of common stock investments.
Common Stock Fund
The Plan includes a Performance Match contribution based
on the Company's return on equity (ROE) for the previous
calendar year. The Performance Match is credited to
participants' accounts when the Company's ROE exceeds
14%. For each percentage point exceeding 14%, the
Company will contribute an additional 5% up to a maximum
additional match of 30%. Contributions matched at the
50% rate are used as the base for determining the
Performance Match. No Performance Match contribution was
credited to participants' accounts for the plan years
ended June 30, 1994, 1993 and 1992.
Preferred Stock Fund
Prior to January 1, 1994, the number of shares of
convertible preferred stock to be credited to a
participant's account was performed on a quarterly basis.
As of January 1, 1994, the number of shares of
convertible preferred stock is credited to a
participant's account on a monthly basis. The number of
shares to be credited to a participantOs account is
determined by dividing the amount of employer matching
contributions attributable to such account for the
preceding quarter by the fair market value of a share as
of the last day of the quarter. Additional shares will
be credited to a participants' account to reflect payment
of dividends on the preferred shares credited to that
account. At June 30, 1994 and 1993, total convertible
preferred stock allocated amounted to 743,699 and 629,033
shares, respectively.
(c)Vesting and Benefit Provision
All participants become 100% vested in the Company
contribution upon the completion of five years of
participation in the Plan or as a result of death,
disability or retirement. Salaried and non-bargaining
hourly participants can become partially vested in
accordance with the schedule set forth below.
Years of Plan Percentage
Participation Vested
2 25%
3 50%
4 75%
5 100%
On termination of service for any reason, a participant
may elect to receive his or her entire interest, in
either a lump-sum amount, or in annual installments over
a fifteen year period not to exceed the life expectancy
of the participant or his or her beneficiary.
(d) Transfers Between Funds
Prior to January 1, 1993, once each calendar year,
participants could elect to transfer balances between the
Fixed Income Fund and the Special Investment Fund.
Effective January 1, 1993, participants may elect to
transfer balances between the Fixed Income Fund and
Special Investment Fund once every three months. As of
January 1, 1994, participants continue to be able to
transfer balances once every three months, but can
transfer between the Fixed Income Fund, Special
Investment Fund, U.S. Equity Fund, and the Global Equity
Fund. In addition, they are able to convert balances
from any of these funds to the Common Stock Fund. Prior
to January 1, 1993, transfers from the Common Stock Fund
into one of the other funds was limited to active
participants aged 55 and older and was only able to be
done once a calendar year. Effective January 1, 1993,
the age requirement for transfers to the Common Stock
fund has been amended to age 50. Participants who
terminated employment after January 1, 1987 and elected
to leave their accounts in the Plan have had the age
restriction waived for the conversion option.
Participants who are vested in the Preferred Stock Fund
may elect to redeem from the Trustee shares allocated to
their account in the form of cash or common stock.
(e)Loan Provision
All employees who are participants in the Plan are
eligible to borrow from the Plan. Each loan is secured
by the participant's account balance. Participants may
borrow from the Plan an amount equal to up to one-half of
their vested account balance with a minimum loan of $500
and a maximum of $50,000. The loan program is funded
from the Special Investment Fund. Under the Plan
employees may have up to a maximum of five outstanding
loans at any time.
(f)Asset Transfers and Divestitures
In April 1994, Olin Corporation acquired Aerojet.
Participants in Aerojet's pension plan could elect to
transfer their vested balances into any of the five
investment funds offered by the Plan.
Transfers from other trustees during the 1993 plan year
primarily related to the transfer of participant balances
from the A.J. Oster Savings Plan.
Transfers to other Trustees during the 1993 plan year
primarily related to the transfer of the remaining
participant balances to the OCG Savings Plan. OCG is a
joint venture between the Company and Ciba-Geigy. OCG
established the OCG Savings Plan in January 1992 and
transferred a portion of the participant balances from
the Plan to the OCG Savings Plan during fiscal 1992.
During the 1992 plan year, assets of the Plan were
transferred to the BASF Employee Savings Plan as a result
of the sale of certain assets of Olin's Urethane
operations.
(g) Plan Termination
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in
their accounts.
(3)Investments in Securities
The cumulative balance of the net unrealized market value
appreciation (depreciation) of investments during the years
ended June 30, 1994, 1993, and 1992 was as follows:
Investments at Market Investment
Value as Determined at Estimated
by Quoted Market Price Market Value
Commingled Common Preferred Combined
Funds Stock Fund Stock Fund Funds
Year Ended June 30, 1994
Bal. at begin. of yr. $ 9,539,296 23,526,644 878,581 33,944,521
Net change for year (5,934,556) 30,105,419 (2,057,052) 22,113,811
Bal. at end of year $ 3,604,740 53,632,063 (1,178,471) 56,058,332
Year Ended June 30, 1993
Bal. at begin. of yr $ 5,691,543 31,481,481 (6,991,351) 30,181,673
Net change for year 3,847,753 (7,954,837) 7,869,932 3,762,848
Bal. at end of year $ 9,539,296 23,526,644 878,581 33,944,521
Year Ended June 30, 1992
Bal. at begin. of yr $ 2,524,358 49,350,197 (9,060,423) 42,814,132
Net change for year 3,167,185 (17,868,716) 2,069,072 (12,632,459)
Bal. at end of year $ 5,691,543 31,481,481 (6,991,351) 30,181,673
The aggregate cost, proceeds and net realized gain (loss) on
disposition of investments was as follows:
Commingled Common Preferred Combined
Funds Stock Fund Stock Fund Funds
Year Ended June 30, 1994
Aggregate cost $ 2,076,613 29,152,441 5,921,129 37,150,183
Net realized gain 330,147 7,150,176 59,832 7,540,155
Agg. proceeds $ 2,406,760 36,302,617 5,980,961 44,690,338
Year Ended June 30, 1993
Aggregate cost $ 125,026 15,188,663 3,489,335 18,803,024
Net realized gain
(loss) 40,726 1,837,747 (125,479) 1,752,994
Agg. proceeds $ 165,752 17,026,410 3,363,856 20,556,018
Year Ended June 30, 1992
Aggregate cost $ 149,822 16,121,633 1,892,139 18,163,594
Net realized gain
(loss) 112,870 5,705,017 (134,537) 5,683,350
Agg. proceeds $ 262,692 21,826,650 1,757,602 23,846,944
(4)Forfeitures of Company Contributions
Forfeitures of Company contributions, equivalent to the
market value of forfeited shares plus dividends not
reinvested, were used to reduce current Company cash
contributions by $97,454, $11,153 and $42,880, for the Plan
years ended June 30, 1994, 1993, and 1992, respectively.
(5)Participants' Equity
Participants' equity in the Fixed Income Fund, Special
Investment Fund, U.S. Equity Fund and Global Equity Fund, at
June 30, 1994 and 1993, were as follows:
1994 1993
Net Market Net Market
Value Value
Units Per Unit Units Per Unit
Fixed Income Fund 7,585,820 $ 10.45 6,954,804 $ 10.60
Special Invest. Fund 15,668,084 $ 2.70 18,156,107 $ 2.59
Div. Equity Fund 650,490 $ 8.31 696,623 $ 7.90
U.S. Equity Fund 7,485,165 $ 0.99 - -
Global Equity Fund 7,193,487 $ 1.00 - -
(6)Acquisition of Company Common Stock
During 1994, 1993 and 1992, the Plan acquired 34,878, 238,895
and 199,312, respectively, of common stock of the Company in
the open market. In addition, the Plan acquired 417,698,
284,546 and 272,253 shares in 1994, 1993 and 1992,
respectively, of common stock of the Company from
participants of the Plan who received distributions from
their Common Stock Fund in the form of cash, based on the
valuation price in the month of distribution.
(7) Notes Payable
The Plan has entered into a note facility agreement to borrow
$60 million. The notes are payable in annual installments
from 1997-2009, and bear interest at rates based on LIBOR.
The Plan has made payments in the Fiscal Years ended 1994 and
1993 of $16,000,000 and $10,000,000, respectively. The
effective interest rates during the 1994 and 1993 Plan years
were 2.8% and 2.9%, respectively. The proceeds of this
borrowing were used to acquire a portion of the 7.75%
convertible preferred stock of the Company. Mandatory minimum principal
payments over the next five fiscal years and thereafter are
as follows:
1997 $ 4,998,000
1998 4,998,000
1999 5,004,000
2000 1,998,000
2001 1,998,000
Thereafter 15,004,000
$ 34,000,000
Dividends paid to the Plan which were used to make interest
payments on the notes totaled $7,053,592, $7,403,134 and
$7,608,481 for the years ended June 30, 1994, 1993 and 1992,
respectively.
The borrowing is collateralized by the unallocated shares of
7.75% convertible preferred stock and is guaranteed by the
Company. The lender has no rights against shares once they
are allocated under the ESOP. Accordingly, the financial
statements of the Preferred Stock Fund portion of the Plan
shown in note 11 for the years 1994 and 1993 present
separately the assets and liabilities and changes therein
pertaining to:
(a)the accounts of employees with vested rights in
allocated stock (Allocated) and
(b)stock not yet allocated to employees (Unallocated).
(8)Federal Income Taxes
The Company has obtained a determination dated March 4, 1987
from the District Director of Internal Revenue that the Plan
is a "qualified profit-sharing plan" and the Trust thereunder
is exempt from Federal income taxes under the Internal
Revenue Code. As a result of the June 12, 1989 amendment to
the Plan, and changes required to be made by the Tax Reform
Act of 1986 and other, more recent legislation and regulations,
the Company intends to apply for and believes it
will receive a favorable tax ruling from the District
Director of Internal Revenue for the Plan as amended.
Counsel for the Company advised that an employee will not be
subject to Federal income taxes on the contributions of the
Company, or on dividends, interest or profit from sales of
securities received by the Trustee and credited to an
employee's account, until such account or accounts are
withdrawn or made available to the employee. The tax
treatment to the participant generally will depend upon
the form of withdrawal.
(9)Bonus Health Plan
The Plan allows employees to deposit bonus monies granted
under the Company's medical plan into a special thrift
account of the Plan. This money is invested solely in the
Special Investment Fund. Participants become 100% vested in
any bonus provided they are employed on December 31 of the
year in which the bonus was accrued. Effective January 1,
1994, this plan was cancelled. Contributions accrued at
June 30, 1993 were approximately $478,000.
<PAGE>
(10) Commingled Funds
The following statements of financial position and statements
of income and changes in participants' equity present the
individual funds which make up the commingled funds as of
June 30, 1994 and 1993, and for each of the years in the
three-year period ended June 30, 1994.
Statement of Financial Condition
June 30, 1994 and 1993
June 30, 1994
Special Fixed Div. Global Total
Investment Income Equity US Equity Equity Commingled
Fund Fund Fund Fund Fund Fund
Assets:
Cash 200,354 848,702 - 251,058 122,272 1,422,386
Investments:
Equity accts. - - 5,493,464 5,129,841 4,888,207 15,511,512
Wachovia Bank fixed
income fund - 74,440,793 - - - 74,440,793
Wachovia Bk.
short-term
fund 30,688,690 3,968,382 2,751 2,570 1,928 34,664,321
Olin Corporation
common stock - - - 1,994,856 1,991,846 3,986,702
Total
invest. 30,688,690 78,409,175 5,496,215 7,127,267 6,881,981 128,603,328
Accrued int.
rec. 108,502 13,943 10 9 7 122,471
Contribution receivable
employee 946,042 - - 31,979 189,227 1,167,248
Other receivables (loan
program) 10,360,239 - - - - 10,360,239
Bonus health
plan rec. - - - - - -
Total
assets $42,303,827 79,271,820 5,496,225 7,410,313 7,193,487 141,675,672
Liabilities and participants'
equity:
Unremitted
benefits $ - - 90,657 - - 90,657
Participants'
equity 42,303,827 79,271,820 5,405,568 7,410,313 7,193,487 141,585,015
Total liabilities and
participants'
equity $42,303,827 79,271,820 5,496,225 7,410,313 7,193,487 141,675,672
<PAGE>
June 30, 1993
Special Fixed Diversified Total
Investment Income Equity Commingled
Fund Fund Fund Funds
- - - -
- - 5,515,887 5,515,887
- 66,906,836 - 66,906,836
36,806,003 5,245,593 17,796 42,069,392
- - - -
36,806,003 72,152,429 5,533,683 114,492,115
95,756 12,502 18 108,276
665,672 1,555,991 - 2,221,663
8,979,282 - - 8,979,282
477,603 - - 477,603
47,024,316 73,720,922 5,533,701 126,278,939
- - 30,379 30,379
47,024,316 73,720,922 5,503,322 126,248,560
47,024,316 73,720,922 5,533,701 126,278,939
<PAGE>
<TABLE>
Statement of Income and Changes in Participants' Equity
Year Ended June 30, 1994
<CAPTION>
Special Fixed Diversified U.S. Global Total
Investment Income Equity Equity Equity Commingl
Fund Fund Fund Fund Fund Funds
<S> <C> <C> <C> <C> <C> <C>
Investment Income
Interest $1,125,278 4,653,141 1,410 78,663 76,524 5,935,016
Net appreciation
(depreciation) in
fair value of
investments - (5,806,319) 300,834 (73,275) (25,649) (5,604,409)
Interest on 663,068 - - - - 663,068
loans receivable
Contributions:
Employee 3,286,430 8,155,763 39,027 1,038,854 1,305,962 13,826,036
Company 1,727 32,861 21,932 42 226 56,788
Total 3,288,157 8,188,624 60,959 1,038,896 1,306,188 13,882,824
contributions
Total additions 5,076,503 7,035,446 363,203 1,044,284 1,357,063 14,876,499
Administrative 41,715 118,235 50,372 1,015 212 211,549
expenses
Withdrawals and
forfeitures in
cash and stock:
Settlements with
employees 4,901,058 8,941,833 354,095 153,165 218,865 14,569,016
Forfeitures of
Company contrib. - - 2,871 - - 2,871
Total deductions 4,942,773 9,060,068 407,338 154,180 219,077 14,783,436
Transfers from 200,354 848,702 - 644,671 390,365 2,084,092
other Trustees
Transfers between
funds (5,054,573) 6,726,818 (53,619) 5,875,538 5,665,136 13,159,300
Net Increase/
(decrease) in
participants' equity (4,720,489) 5,550,898 (97,754) 7,410,313 7,193,487 15,336,455
Participants' equity
at begin. of yr. 47,024,316 73,720,922 5,503,322 - - 126,248,560
Participants' equity
at end of year $ 42,303,827 79,271,820 5,405,568 7,410,313 7,193,487 141,585,015
</TABLE>
Statement of Income and Changes in Participants' Equity
Year Ended June 30, 1993
Special Fixed Diversified Total
Investment Income Equity Commingled
Fund Fund Fund Funds
Investment income
- interest $ 1,288,725 4,291,686 1,705 5,582,116
Net appreciation in fair
value of investments - 3,101,474 787,005 3,888,479
Interest on loans
receivable 611,956 - - 611,956
Contributions:
Employee 4,346,318 7,547,390 19,225 11,912,933
Company 7,879 12,629 1,668 22,176
Bonus health plan 541,580 - - 541,580
Total contributions 4,895,777 7,560,019 20,893 12,476,689
Total additions 6,796,458 14,953,179 809,603 22,559,240
Administrative expenses 36,374 92,028 29,454 157,856
Withdrawals and forfeitures
in cash and stock:
Settlements with
employees 6,085,084 7,636,534 246,891 13,968,509
Total deductions 6,121,458 7,728,562 276,345 14,126,365
Transfers from other
Trustees 370,795 1,225,412 1,013,749 2,609,956
Transfers to other
Trustees (516,592) (454,334) - (970,926)
Transfers between funds (2,078,554) 4,254,176 64,085 2,239,707
Net increase (decrease)
in participants'
equity (1,549,351) 12,249,871 1,611,092 12,311,612
Participants' equity at
beginning of year 48,573,667 61,471,051 3,892,230 113,936,948
Participants' equity at
end of year $ 47,024,316 73,720,922 5,503,322 126,248,560
<PAGE>
Statement of Income and Changes in Participants' Equity
Year Ended June 30, 1992
Special Fixed Diversified Total
Investment Income Equity Commingled
Fund Fund Fund Funds
Investment income -
interest $ 2,058,920 4,260,132 - 6,319,052
Net appreciation in fair
value of investments - 2,790,650 489,405 3,280,055
Interest on loans
receivable 574,452 - - 574,452
Contributions:
Employee 4,780,041 7,064,350 - 11,844,391
Bonus health plan 609,290 - - 609,290
Total contributions 5,389,331 7,064,350 - 12,453,681
Total additions 8,022,703 14,115,132 489,405 22,627,240
Administrative expense 48,993 80,129 37,091 166,213
Withdrawals and forfeitures
in cash and stock:
Settlements with
employees 5,034,178 5,639,791 221,808 10,895,777
Total deductions 5,083,171 5,719,920 258,899 11,061,990
Transfers to other
Trustees (680,331) (1,120,256) - (1,800,587)
Transfers between funds (1,889,543) 4,446,553 (14,897) 2,542,113
Net increase in
participants'
equity 369,658 11,721,509 215,609 12,306,776
Participants' equity at
beginning of year 48,204,009 49,749,542 3,676,621 101,630,172
Participants' equity at
end of year $ 48,573,667 61,471,051 3,892,230 113,936,948
<PAGE>
(11) Preferred Stock Fund
The following statements of financial condition and
statements of income and participants' equity disclose the
allocated and unallocated portions of the Preferred Stock
Fund as of and for the years ended June 30, 1994 and 1993.
Statement of Financial Condition
June 30, 1994 and 1993
June 30, 1994
Allocated Unallocated Total
Assets:
Investments:
Wachovia Bank short-term fund $ - 208 208
Olin Corporation 7.75%
convertible preferred stock 56,521,124 30,434,048 86,955,172
Total investments 56,521,124 30,434,256 86,955,380
Accrued interest receivable - 7,645 7,645
Contribution receivable - Company - 3,211,494 3,211,494
Total assets $ 56,521,124 33,653,395 90,174,519
Liabilities and participants' equity:
Notes payable $ - 34,000,000 34,000,000
Participants' equity 56,521,124 (346,605) 56,174,519
Total liabilities and
participants' equity $ 56,521,124 33,653,395 90,174,519
<PAGE>
June 30, 1993
Allocated Unallocated Total
- 196 196
48,907,316 45,971,128 94,878,444
48,907,316 45,971,324 94,878,640
- 10,464 10,464
- 4,557,769 4,557,769
48,907,316 50,539,557 99,446,873
- 50,000,000 50,000,000
48,907,316 539,557 49,446,873
48,907,316 50,539,557 99,446,873
<PAGE>
Statement of Income and Changes in Participants' Equity
Years Ended June 30, 1994, 1993 and 1992
June 30, 1994
Allocated Unallocated Total
Investment income:
Dividends $ 3,928,646 3,124,946 7,053,592
Interest - 33,831 33,831
Net appreciation (depreciation) in
fair value of investments (1,166,164) (831,056) (1,997,220)
Contributions:
Company - 8,890,733 8,890,733
Allocation of Olin Preferred Stock,
at market 10,684,640 - 10,684,640
13,447,122 11,218,454 24,665,576
Interest expense - 1,418,745 1,418,745
Administrative expense 230,503 1,231 231,734
Withdrawals in cash and stock:
Settlements with employees 2,826,272 - 2,826,272
Allocation of Olin Preferred Stock,
at market - 10,684,640 10,684,640
Total deductions 3,056,775 12,104,616 15,161,391
Transfers between funds (2,776,539) - (2,776,539)
Transfers to other Trustees - - -
Net increase (decrease) in
participants' equity 7,613,808 (886,162) 6,727,646
Participants' equity at beginning
of year 48,907,316 539,557 49,446,873
Participants' equity at
end of year $56,521,124 (346,605) 56,174,519
<PAGE>
June 30, 1993 June 30, 1992
Allocated Unallocated Total Allocated Unallocated Total
3,166,452 4,236,682 7,403,134 2,238,285 5,370,196 7,608,481
- 68,386 68,386 - 76,807 76,807
3,341,259 4,403,194 7,744,453 510,804 1,423,731 1,934,535
- 8,989,893 8,989,893 - 10,855,989 10,855,989
11,180,045 - 11,180,045 11,307,211 - 11,307,211
17,687,756 17,698,155 35,385,911 14,056,300 17,726,723 31,783,023
- 1,806,284 1,806,284 - 3,767,661 3,767,661
- 2,640 2,640 - 1,556 1,556
2,401,882 - 2,401,882 1,378,257 - 1,378,257
- 11,180,045 11,180,045 - 11,307,211 11,307,211
2,401,882 12,988,969 15,390,851 1,378,257 15,076,428 16,454,685
(469,785) - (469,785) (240,235) - (240,235)
(500,687) - (500,687) (273,684) - (273,684)
14,315,402 4,709,186 19,024,588 12,164,124 2,650,295 14,814,419
34,591,914 (4,169,629) 30,422,285 22,427,790 (6,819,924) 15,607,866
48,907,316 539,557 49,446,873 34,591,914 (4,169,629) 30,422,285
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee benefits plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 15, 1994 OLIN CORPORATION CONTRIBUTING
EMPLOYEE OWNERSHIP PLAN
By: Members of the Pension and
CEOP Administrative Committee
P. C. Kosche
P. C. Kosche
J. W. Daly
J. W. Daly
S. E. Doughty
S. E. Doughty
S. P. Gebing
S. P. Gebing
C. I. Ramos
C. I. Ramos
R. S. Williams
R. S. Williams
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
23 Consent of Auditors
<PAGE>
Exhibit 23
Consent of Independent Auditors
The Board of Directors
Olin Corporation:
We consent to incorporation by reference in the registration
statement Nos. 33-41202 and 33-52681 on Form S-8 of Olin
Corporation of our report dated December 15, 1994 relating to the
statements of financial condition of the Olin
Corporation Contributing Employee Ownership Plan as of June 30, 1994
and 1993 and the related statements of income and changes in
participants' equity for each of the years in the three-year
period ended June 30, 1994, which report appears in the June 30,
1994 annual report on Form 11-K of the Olin Corporation
Contributing Employee Ownership Plan.
KPMG Peat Marwick LLP
Stamford, Connecticut
December 21, 1994
