SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 4, 1994
OLIN CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 1-1070 13-1872319
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification No.)
of incorporation)
120 Long Ridge Road, Stamford Connecticut 06904
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 356-2000
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>2
Item 5. Other Events.
The form of Underwriting Agreement filed as
Exhibit 1 hereto is intended to be included as Exhibit 1(c)
to Registration Statement No. 33-52771 on Form S-3 and as
Exhibit 1(b) to Registration Statement No. 33-4479 on
Form S-3.
<PAGE>3
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
OLIN CORPORATION
by /s/ J.A. Riggs
_______________________
J.A. Riggs
Senior Vice President and
Chief Financial Officer
Dated: May 4, 1994
<PAGE>4
EXHIBIT INDEX
Exhibit No. Description
1 Form of Underwriting Agreement for
Common Stock.
<PAGE>5
Exhibit No. 1
Olin Corporation
___,000,000 Shares <F1>
Common Stock
($1 par value)
[Form of Underwriting Agreement]
New York, New York
[Representatives]
As Representatives of the Underwriters
named in Schedule I hereto
Dear Sirs:
Olin Corporation, a Virginia corporation (the
"Company"), proposes to sell to the underwriters named in
Schedule I hereto (the "Underwriters"), for whom you (the
"Representatives") are acting as representatives,
___,000,000 shares of Common Stock, $1 par value ("Common
Stock"), of the Company (the "Underwritten Securities").
The Company also proposes to grant to the Underwriters an
option to purchase up to ___,000,000 additional shares of
Common Stock (the "Option Securities"; the Option
Securities, together with the Underwritten Securities, being
hereinafter called the "Securities").
[FN]
<F1> Plus an option to purchase from Olin Corporation,
up to ___,000,000 additional shares to cover over-
allotments.
<PAGE>6
2
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, each Under-
writer as set forth below in this Section 1. Certain terms
used in this Section 1 are defined in paragraph (c) hereof.
(a) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933 (the "Act")
and has filed with the Securities and Exchange
Commission (the "Commission") registration statements
(File Nos. 33-52771 and 33-4479) on such Form,
including a basic prospectus, for registration under
the Act of the offering and sale of, among various
securities, the Securities. The Company may have filed
one or more amendments thereto, and may have filed a
Preliminary Final Prospectus, each of which has
previously been furnished to you. Such registration
statements, as so amended, have become effective.
Although the Basic Prospectus may not include all the
information with respect to the Securities and the
offering thereof required by the Act and the rules
thereunder to be included in the Final Prospectus, the
Basic Prospectus includes all such information required
by the Act and the rules thereunder to be included
therein as of the Effective Date. The Company will
next file with the Commission pursuant to Rules 415 and
424(b)(2) or (5) a final supplement to the form of
prospectus included in such registration statement
relating to the Securities and the offering thereof.
As filed, such final prospectus supplement shall
include all required information with respect to the
Securities and the offering thereof and, except to the
extent the Representatives shall agree in writing to a
modification, shall be in all substantive respects in
the form furnished to you prior to the Execution Time
or, to the extent not completed at the Execution Time,
shall contain only such specific additional information
and other changes (beyond that contained in the Basic
Prospectus and any Preliminary Final Prospectus) as the
Company has advised you, prior to the Execution Time,
will be included or made therein.
(b) On the Effective Date, the Registration
Statement did, and when the Final Prospectus is first
filed in accordance with Rule 424(b) and on the Closing
Date, the Final Prospectus (and any supplement thereto)
will, comply in all material respects with the
applicable requirements of the Act and the Securities
Exchange Act of 1934 (the "Exchange Act") and the
<PAGE>7
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respective rules and regulations thereunder; on the
Effective Date, the Registration Statement did not
contain any untrue statement of a material fact or omit
to state any material fact required to be stated
therein or necessary in order to make the statements
therein not misleading; and the Final Prospectus
(together with any supplement thereto) on the date of
any filing pursuant to Rule 424(b) and on the Closing
Date, will not, include any untrue statement of a
material fact or omit to state a material fact
necessary in order to make the statements therein, in
the light of the circumstances under which they were
made, not misleading; provided, however, that the
Company makes no representations or warranties as to
the information contained in or omitted from the
Registration Statement or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity
with information furnished in writing to the Company by
or on behalf of any Underwriter through the
Representatives specifically for inclusion in the
Registration Statement or the Final Prospectus (or any
supplement thereto).
(c) The terms which follow, when used in this
Agreement, shall have the meanings indicated. The term
"the Effective Date" shall mean each date that the
Registration Statement and any post-effective amendment
or amendments thereto became or become effective and
each date after the date hereof on which a document
incorporated by reference in the Registration Statement
is filed. "Execution Time" shall mean the date and
time that this Agreement is executed and delivered by
the parties hereto. "Basic Prospectus" shall mean the
prospectus referred to in paragraph (a) above contained
in the Registration Statement at the Effective Date.
"Preliminary Final Prospectus" shall mean any
preliminary prospectus supplement to the Basic
Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the
Final Prospectus. "Final Prospectus" shall mean the
prospectus supplement to the Basic Prospectus relating
to the Securities that is first filed pursuant to
Rule 424(b) after the Execution Time, together with the
Basic Prospectus. "Registration Statement" shall mean
the registration statements referred to in
paragraph (a) above, including incorporated documents,
exhibits and financial statements, as amended at the
Execution Time and, in the event any post-effective
<PAGE>8
4
amendment thereto becomes effective prior to the
Closing Date (as hereinafter defined), shall also mean
such registration statement as so amended. Such term
shall include any Rule 430A Information deemed to be
included therein at the Effective Date as provided by
Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and
"Regulation S-K" refer to such rules or regulation
under the Act. "Rule 430A Information" means
information with respect to the Securities and the
offering thereof permitted to be omitted from the
Registration Statement when it becomes effective
pursuant to Rule 430A. Any reference herein to the
Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12
of Form S-3 which were filed under the Exchange Act on
or before the Effective Date of the Registration
Statement or the issue date of the Basic Prospectus,
any Preliminary Final Prospectus or the Final
Prospectus, as the case may be; and any reference
herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration
Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to
refer to and include the filing of any document under
the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be, deemed to be
incorporated there by reference.
2. Purchase and Sale. (a) Subject to the terms
and conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to
each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at a purchase
price of $ per share the amount of the Underwritten
Securities set forth opposite such Underwriter's name in
Schedule I hereto.
(b) Subject to the terms and conditions and in
reliance upon the representations and warranties herein set
forth, the Company hereby grants an option to the several
Underwriters to purchase, severally and not jointly, up to
,000,000 shares of Option Securities at the same purchase
price per share as the Underwriters shall pay for the
Underwritten Securities. Said option may be exercised only
<PAGE>9
5
to cover over-allotments in the sale of the Underwritten
Securities by the Underwriters. Said option may be
exercised in whole or in part at any time (but not more than
once) on or before the 30th day after the date of the Final
Prospectus upon written or telegraphic notice by the
Representatives to the Company setting forth the number of
shares of the Option Securities as to which the several
Underwriters are exercising the option and the settlement
date. Delivery of certificates for the shares of Option
Securities, and payment therefor, shall be made as provided
in Section 3 hereof. The number of shares of the Option
Securities to be purchased by each Underwriter shall be the
same percentage of the total number of shares of the Option
Securities to be purchased by the several Underwriters as
such Underwriter is purchasing of the Underwritten
Securities, subject to such adjustments as you in your
absolute discretion shall make to eliminate any fractional
shares.
3. Delivery and Payment. Delivery of and payment
for the Underwritten Securities and the Option Securities
(if the option provided for in Section 2(b) hereof shall
have been exercised on or before the third business day
prior to the Closing Date) shall be made at 10:00 AM, New
York City time, on , 1994, or such later date
(not later than , 1994) as the Representatives
shall designate, which date and time may be postponed by
agreement between the Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery
and payment for the Securities being herein called the
"Closing Date"). Delivery of the Securities shall be made
to the Representatives for the respective accounts of the
several Underwriters against payment by the several
Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by cer-
tified or official bank check or checks drawn on or by a New
York Clearing House bank and payable in next day funds.
Delivery of the Underwritten Securities and the Option
Securities shall be made at such location as the
Representatives shall reasonably designate at least one
business day in advance of the Closing Date and payment for
such Securities shall be made at the office of
, New York, New York. Certificates for the
Securities shall be registered in such names and in such
denominations as the Representatives may request not less
than two full business days in advance of the Closing Date.
<PAGE>10
6
The Company agrees to have the Securities avail-
able for inspection, checking and packaging by the Repre-
sentatives in New York, New York, not later than 1:00 PM on
the business day prior to the Closing Date.
If the option provided for in Section 2(b) hereof
is exercised after the third business day prior to the
Closing Date, the Company will deliver (at the expense of
the Company) to the Representatives, at [ ],
New York, New York, on the date specified by the Represen-
tatives (which shall be within three business days after
exercise of said option), certificates for the Option
Securities in such names and denominations as the Represen-
tatives shall have requested against payment of the purchase
price thereof to or upon the order of the Company by certi-
fied or official bank check or checks drawn on or by a New
York Clearing House bank and payable in next day funds. If
settlement for the Option Securities occurs after the
Closing Date, the Company will deliver to the Representa-
tives on the settlement date for the Option Securities, and
the obligation of the Underwriters to purchase the Option
Securities shall be conditioned upon receipt of, supplemen-
tal opinions, certificates and letters confirming as of such
date the opinions, certificates and letters delivered on the
Closing Date pursuant to Section 6 hereof.
4. Agreements. The Company agrees with the
several Underwriters that:
(a) Prior to the termination of the offering of
the Securities, the Company will not file any amendment
to the Registration Statement or supplement (including
the Final Prospectus or any Preliminary Final
Prospectus) to the Basic Prospectus unless the Company
has furnished you a copy for your review and comment
prior to filing. Subject to the foregoing sentence,
the Company will cause the Final Prospectus, properly
completed, and any supplement thereto to be filed with
the Commission pursuant to the applicable paragraph of
Rule 424(b) within the time period prescribed and will
provide evidence satisfactory to the Representatives of
such timely filing. The Company will promptly advise
the Representatives (i) when the Registration
Statement, if not effective at the Execution Time, and
any amendment thereto, shall have become effective,
(ii) when the Final Prospectus shall have been filed
with the Commission pursuant to Rule 424(b), (iii)
when, prior to termination of the offering of the
<PAGE>11
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Securities, any amendment to the Registration Statement
shall have been filed or become effective, (iv) of any
request by the Commission for any amendment of the
Registration Statement or supplement to the Final
Prospectus or for any additional information, (v) of
the issuance by the Commission of any stop order
suspending the effectiveness of the Registration
Statement or the institution or threatening of any
proceeding for that purpose and (vi) of the receipt by
the Company of any notification with respect to the
suspension of the qualification of the Securities for
sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The
Company will use its best efforts to prevent the
issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to
the Securities is required to be delivered under the
Act, any event occurs as a result of which the Final
Prospectus as then supplemented would include any
untrue statement of a material fact or omit to state
any material fact necessary to make the statements
therein in the light of the circumstances under which
they were made not misleading, or if it shall be neces-
sary to amend the Registration Statement or supplement
the Final Prospectus to comply with the Act or the
Exchange Act or the respective rules thereunder, the
Company promptly will (i) prepare and file with the
Commission, subject to the first sentence of paragraph
(a) of this Section 4, an amendment or supplement which
will correct such statement or omission or effect such
compliance and (ii) supply any supplemented Prospectus
to you in such quantities as you may reasonably
request.
(c) As soon as practicable, the Company will make
generally available to its security holders and to the
Representatives an earnings statement or statements of
the Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158
under the Act.
(d) The Company will furnish to each of the
Representatives and counsel for the Underwriters,
without charge, a copy of the Registration Statement
(including exhibits thereto) and, so long as delivery
of a prospectus by an Underwriter or dealer may be
<PAGE>12
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required by the Act, as many copies of any Preliminary
Final Prospectus and the Final Prospectus and any
supplement thereto as the Representatives may
reasonably request. The Company will pay the expenses
of printing relating to the offering.
(e) The Company will arrange for the
qualification of the Securities for sale under the laws
of such jurisdictions as the Representatives may
designate and will maintain such qualifications in
effect so long as required for the distribution of the
Securities.
(f) The Company will not, for a period of 90 days
following the Execution Time, without the prior written
consent of the Representatives, offer, sell or contract
to sell, or otherwise dispose of, directly or
indirectly, or announce the offering of, any other
shares of Common Stock or any securities convertible
into, or exchangeable for, shares of Common Stock;
provided, however, that the Company may issue
securities in connection with or pursuant to any
employee or non-employee director benefit or incentive
plan or arrangement, stock ownership plan or dividend
reinvestment plan or common stock rights plan of the
Company in effect at the Execution Time and the Company
may issue Common Stock issuable upon the conversion of
securities outstanding at the Execution Time.
(g) The Company confirms as of the date hereof
that it is in compliance with all provisions of
Section 1 of Laws of Florida, Chapter 92-198, An Act
Relating to Disclosure of Doing Business with Cuba, and
the Company further agrees that if it commences
engaging in business with the government of Cuba or
with any person or affiliate located in Cuba after the
date the Registration Statement becomes or has become
effective with the Securities and Exchange Commission
or with the Florida Department of Banking and Finance
(the "Department"), whichever date is later, the
Company will provide the Department notice of such
business or change, as appropriate, in a form accept-
able to the Department.
5. Conditions to the Obligations of the Under-
writers. The obligations of the Underwriters to purchase
the Securities shall be subject to the accuracy of the
representations and warranties on the part of the Company
<PAGE>13
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contained herein as of the Execution Time and the Closing
Date, to the accuracy of the statements of the Company made
in any certificates pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder
and to the following additional conditions:
(a) The Final Prospectus, and any such
supplement, shall have been filed in the manner and
within the time period required by Rule 424(b); and no
stop order suspending the effectiveness of the Regis-
tration Statement shall have been issued and no
proceedings for that purpose shall have been instituted
or threatened.
(b) The Company shall have furnished to the
Representatives the opinion of Johnnie M. Jackson, Jr.,
Esq., General Counsel -- Corporate Resources and
Secretary of the Company, dated the Closing Date, to
the effect that:
(i) the Company has been duly incorporated
and is validly existing as a corporation in good
standing under the laws of the Commonwealth of
Virginia with corporate power to own its
properties and conduct its business as described
in the Final Prospectus;
(ii) the Company has been duly qualified as a
foreign corporation for the transaction of
business and is in good standing under the laws of
each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to
require such qualifications, other than where the
failure to be so qualified or in good standing
would not have a material adverse effect on the
Company and its subsidiaries taken as a whole;
(iii) each subsidiary of the Company (any such
subsidiary being identified in such opinion) which
constituted a "significant subsidiary" within the
meaning of Regulation S-X as of the end of the
most recently completed fiscal year (each a
"Subsidiary") has been duly incorporated and is
validly existing as a corporation under the laws
of its jurisdiction of incorporation with
corporate power to own its properties and conduct
its business as described in the Final Prospectus
and has been duly qualified as a foreign
<PAGE>14
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corporation for the transaction of business and is
in good standing under the laws of each
jurisdiction in which it owns or leases
properties, or conducts any business, so as to
require such qualification, other than where the
failure to be so qualified and in good standing
would not have a material adverse effect on the
Company and its subsidiaries taken as a whole;
(iv) this Agreement has been duly authorized,
executed and delivered by the Company;
(v) except as otherwise set forth in the
Final Prospectus, all outstanding shares of
capital stock of the Subsidiaries are owned by the
Company either directly or through wholly owned
subsidiaries free and clear of any perfected
security interest and, to the knowledge of such
counsel, after due inquiry, any other security
interests, liens or encumbrances;
(vi) the statements in the Final Prospectus
under the captions "Description of Common Stock"
and "Description of Capital Stock" insofar as such
statements constitute a summary of legal matters,
fairly present the information called for with
respect to such legal matters; the Securities have
been duly and validly authorized, and, when issued
and delivered to and paid for by the Underwriters
pursuant to this Agreement, will be fully paid and
nonassessable; the Securities are duly authorized
for listing, subject to official notice of
issuance, on the New York Stock Exchange; the
certificates for the Securities are in valid and
sufficient form; and the holders of outstanding
shares of capital stock of the Company are not
entitled to preemptive or other rights to sub-
scribe for the Securities under the amended
Restated Articles of Incorporation or By-laws of
the Company or under Virginia law;
(vii) the issue and sale of the Securities and
the performance by the Company of its obligations
under this Agreement and the consummation of the
transactions herein contemplated will not conflict
with or result in a breach of any of the terms or
provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement
<PAGE>15
11
or other agreement or instrument material to the
Company and its subsidiaries taken as a whole, nor
will any such action result in any violation of
the provisions of the Restated Articles of
Incorporation or the By-Laws of the Company or, to
the best knowledge of such counsel, any order,
rule or regulation of any court or governmental
agency or body having jurisdiction over the
Company, its Subsidiaries or any of their
respective properties;
(viii) to the best of counsel's knowledge, no
holders of securities of the Company have rights
to the registration of such securities under the
Registration Statement;
(ix) all of the outstanding shares of capital
stock of the Company have been duly authorized and
validly issued and are fully paid and non-
assessable; the authorized, issued and outstanding
capital stock of the Company on March 31, 1994,
was as set forth in the Final Prospectus under the
heading "Description of Capital Stock".
(x) to the best knowledge of such counsel,
there is no pending or threatened action, suit or
proceeding before any court or governmental
agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries,
which alone or in the aggregate is material to the
Company and its consolidated subsidiaries taken as
a whole which is not adequately disclosed in the
Final Prospectus, and there is no franchise,
contract or other document of a character required
to be described in the Registration Statement or
Final Prospectus, or to be filed as an exhibit
thereto or the documents incorporated by reference
therein, which is not described or filed as
required; and the statements included or
incorporated in the Final Prospectus describing
any legal proceedings or material contracts or
agreements relating to the Company and its
subsidiaries fairly summarize such matters;
(xi) the documents incorporated by reference
in the Registration Statement and the Final
Prospectus (except for financial statements and
supporting schedules included therein or omitted
<PAGE>16
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therefrom, as to which counsel need express no
opinion), when they were filed with the
Commission, or, if applicable, at the date of
filing any amendments thereto, complied as to form
in all material respects with the requirements of
the 1934 Act and the 1934 Act regulations; and
(xii) such counsel has no reason to believe
that at the Effective Date the Registration
Statement contained any untrue statement of a
material fact or omitted to state any material
fact required to be stated therein or necessary to
make the statements therein not misleading or that
the Final Prospectus at its issue date included
and on the Closing Date includes any untrue
statement of a material fact or omitted or omits
to state a material fact necessary to make the
statements therein, in the light of the
circumstances under which they were made, not
misleading.
In rendering such opinion, such counsel may rely (A) as
to matters involving the application of laws of any
jurisdiction other than the United States, to the
extent deemed proper and specified in such opinion,
upon the opinion of other counsel of good standing
believed to be reliable and who are satisfactory to
counsel for the Underwriters and (B) as to matters of
fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public
officials. References to the Final Prospectus in this
paragraph (b) include any supplements thereto at the
Closing Date.
(c) Cravath, Swaine & Moore, counsel for the
Company, shall have furnished to the Representatives an
opinion, dated the Closing Date, to the effect that:
(i) the Company has been duly incorporated
and is validly existing as a corporation in good
standing under the laws of the Commonwealth of
Virginia with corporate power to own its
properties and conduct its business as described
in the Final Prospectus;
(ii) this Agreement has been duly authorized,
executed and delivered by the Company, and is a
valid and binding agreement;
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(iii) the statements in the Final Prospectus
under the captions "Description of Common Stock"
and "Description of Capital Stock" insofar as such
statements constitute a summary of legal matters,
fairly present the information called for with
respect to such legal matters; the Securities have
been duly and validly authorized, and, when issued
and delivered to and paid for by the Underwriters
pursuant to this Agreement, will be fully paid and
nonassessable; the Securities are duly authorized
for listing, subject to official notice of
issuance, on the New York Stock Exchange; the
certificates for the Securities are in valid and
sufficient form; and the holders of outstanding
shares of capital stock of the Company are not
entitled to preemptive or other rights to sub-
scribe for the Securities;
(iv) no consent, approval, authorization,
order, registration or qualification of or with
any court or governmental agency or body is
required for the issue and sale of the Securities
or the consummation of the other transactions
contemplated by this Agreement, except such
consents, approvals, authorizations, registrations
or qualifications as have been obtained under the
Act and as may be required under state securities
or Blue Sky laws in connection with offers and
sales of the Securities from the Company and with
purchases of Securities; and
(v) the Registration Statement has become
effective under the Act; any required filing of
the Basic Prospectus, any Preliminary Final
Prospectus and the Final Prospectus, and any
supplements thereto, pursuant to Rule 424(b) has
been made in the manner and within the time period
required by Rule 424(b); to the best knowledge of
such counsel, no stop order suspending the
effectiveness of the Registration Statement has
been issued, no proceedings for that purpose have
been instituted or threatened, and the
Registration Statement and the Final Prospectus
(other than the financial statements and other
financial and statistical information contained
therein as to which such counsel need express no
opinion) comply as to form in all material
respects with the applicable requirements of the
<PAGE>18
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Act and the Exchange Act and the respective rules
and regulations thereunder; such counsel has no
reason to believe that at the Effective Date the
Registration Statement contained any untrue
statement of a material fact or omitted to state
any material fact required to be stated therein or
necessary to make the statements therein not
misleading or that the Final Prospectus at its
issue date included and on the Closing Date
includes any untrue statement of a material fact
or omitted or omits to state a material fact
necessary to make the statements therein, in the
light of the circumstances under which they were
made, not misleading.
In rendering such opinion, such counsel may rely (A) as
to matters involving the application of laws of any
jurisdiction other than the State of New York or the
United States, to the extent deemed proper and
specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and
who are satisfactory to counsel for the Underwriters
and (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the
Company and public officials. References to the Final
Prospectus in this paragraph (c) include any
supplements thereto at the Closing Date.
(d) The Representatives shall have received from
[ ], counsel for the Underwriters,
such opinion or opinions, dated the Closing Date, with
respect to the issuance and sale of the Securities, the
Registration Statement, the Final Prospectus (together
with any supplement thereto) and other related matters
as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such
documents as they request for the purpose of enabling
them to pass upon such matters.
(e) The Company shall have furnished to the
Representatives a certificate of the Company, signed by
the Chairman of the Board, the President or any Vice
President and the principal financial or accounting
officer of the Company, dated the Closing Date, to the
effect that the signers of such certificate have
carefully examined the Registration Statement, the
Final Prospectus, any supplement to the Final
Prospectus and this Agreement and that:
<PAGE>19
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(i) the representations and warranties of the
Company in this Agreement are true and correct in
all material respects on and as of the Closing
Date with the same effect as if made on the
Closing Date and the Company has complied with all
the agreements and satisfied all the conditions on
its part to be performed or satisfied at or prior
to the Closing Date;
(ii) no stop order suspending the effective-
ness of the Registration Statement has been issued
and to the Company's knowledge no proceedings for
that purpose have been instituted or threatened;
and
(iii) since the date of the most recent finan-
cial statements included in the Final Prospectus
(exclusive of any supplement thereto), there has
been no material adverse change in the
consolidated financial position or results of
operations of the Company, whether or not arising
from transactions in the ordinary course of
business, except as set forth in or contemplated
in the Final Prospectus (exclusive of any
supplement thereto).
(f) At the Closing Date, the Company's
independent certified public accountants who have
certified the financial statements of the Company and
its subsidiaries included or incorporated by reference
in the Registration Statement and Final Prospectus, as
then amended or supplemented, shall have furnished to
each Representative a letter, dated the Closing Date,
in form and substance satisfactory to such
Representatives, containing statements and information
of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the
financial statements and certain financial information
relating to the Company contained in or incorporated by
reference in the Registration Statement and the Final
Prospectus, as then amended or supplemented.
In addition, at the Execution Time, such
accountants shall have furnished to the Representatives
a letter or letters, dated as of the Execution Time, in
form and substance satisfactory to the Representatives,
to the effect set forth above.
<PAGE>20
16
(g) Subsequent to the Execution Time or, if
earlier, the dates as of which information is given in
the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any
supplement thereto), there shall not have been (i) any
change or decrease specified in the letter or letters
referred to in paragraph (f) of this Section 5 or
(ii) there shall not have been any change or any
development which will result in a material adverse
change in the financial condition or results of
operations of the Company and its subsidiaries, taken
as a whole, which, in any case referred to in clause
(i) or (ii) above, is, in the judgment of the Repre-
sentatives, so adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of
the Securities as contemplated by the Registration
Statement (exclusive of any amendment thereof) and the
Final Prospectus (exclusive of any supplement thereto).
(h) Prior to the Closing Date, the Company shall
have furnished to the Representatives such further
information, certificates and documents as the Repre-
sentatives may reasonably request.
If any of the conditions specified in this
Section 5 shall not have been fulfilled in all material
respects when and as provided in this Agreement, or if any
of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to
the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder
may be canceled at, or at any time prior to, the Closing
Date by the Representatives. Notice of such cancellation
shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
The documents required to be delivered by this
Section 5 shall be delivered at the office of [ ],
counsel for the Underwriters, at [ ], on the
Closing Date.
6. Reimbursement of Underwriters' Expenses. If
the sale of the Securities provided for herein is not con-
summated because any condition to the obligations of the
Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or
<PAGE>21
17
because of any refusal, inability or failure on the part of
the Company to perform any agreement herein or comply with
any provision hereof other than by reason of a default by
any of the Underwriters, the Company will reimburse the
Underwriters severally promptly following demand for all
reasonable out-of-pocket expenses (including reasonable fees
and disbursements of counsel) that shall have been incurred
by them in connection with the proposed purchase and sale of
the Securities against receipt of a statement in reasonable
detail of such expenses.
7. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each Under-
writer, the directors, officers, employees and agents of
each Underwriter and each person who controls any Under-
writer within the meaning of either the Act or the Exchange
Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law
or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement for the registration of the Securities as
originally filed or in any amendment thereof, or in the
Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage,
liability or action; provided, however, that (i) the Company
will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in
reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter
through the Representatives specifically for inclusion
therein and (ii) such indemnity with respect to the Basic
Prospectus or any Preliminary Final Prospectus shall not
inure to the benefit of any Underwriter (or any person
controlling such Underwriter) from whom the person asserting
any such loss, claim, damage or liability purchased the
<PAGE>22
18
Securities which are the subject thereof if such person did
not receive a copy of the Final Prospectus (or the Final
Prospectus as amended or supplemented) excluding documents
incorporated therein by reference at or prior to the
confirmation of the sale of such Securities to such person
in any case where such delivery is required by the Act and
the untrue statement or omission of a material fact
contained in the Basic Prospectus or any Preliminary Final
Prospectus was corrected in the Final Prospectus (or the
Final Prospectus as amended or supplemented). This
indemnity agreement will be in addition to any liability
which the Company may otherwise have.
(b) Each Underwriter severally agrees to indem-
nify and hold harmless the Company, each of its directors,
each of its officers who signs the Registration Statement,
and each person who controls the Company within the meaning
of either the Act or the Exchange Act, to the same extent as
the foregoing indemnity from the Company to each Underwriter
(but excluding the proviso clauses thereof), but only with
reference to written information relating to such
Underwriter furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for
inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to
any liability which any Underwriter may otherwise have. The
Company acknowledges that the statements set forth in the
last paragraph of the cover page and the second paragraph
below the table in the section entitled "Underwriting" in
the Final Prospectus constitute the only information
furnished in writing by or on behalf of the several
Underwriters for inclusion in the documents referred to in
the foregoing indemnity, and you, as the Representatives,
confirm that such statements are correct.
(c) Promptly after receipt by an indemnified
party under this Section 7 of notice of the commencement of
any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writ-
ing of the commencement thereof; but the failure to so
notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such
failure results in the forfeiture by the indemnifying party
of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification
<PAGE>23
19
obligation provided in paragraph (a) or (b) above. The
indemnifying party shall be entitled to appoint counsel of
the indemnifying party's choice at the indemnifying party's
expense to represent the indemnified party in any action for
which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for
the fees and expenses of any separate counsel retained by
the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory
to the indemnified party. Notwithstanding the indemnifying
party's election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local
counsel), and the indemnifying party shall bear the
reasonable fees, costs and expenses of such separate counsel
if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or
additional to those available to the indemnifying party,
(iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of
the institution of such action or (iv) the indemnifying
party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party;
provided, however, that the indemnifying party shall not be
liable for the fees and expenses of more than one separate
counsel under this provision for all indemnified parties
taken together. An indemnifying party shall not be liable
for any settlement of any action or claim effected without
its consent.
(d) In the event that the indemnity provided in
paragraph (a) or (b) of this Section 7 is unavailable to or
insufficient to hold harmless an indemnified party for any
reason, the Company and the Underwriters agree to contribute
to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in
connection with investigating or defending same)
(collectively "Losses") to which the Company and one or more
of the Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the
Company and by the Underwriters from the offering of the
<PAGE>24
20
Securities; provided, however, that in no case shall any
Underwriter (except as may be provided in any agreement
among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the
underwriting discount or commission applicable to the
Securities purchased by such Underwriter hereunder. If the
allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the Underwriters
shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the
relative fault of the Company and of the Underwriters in
connection with the statements or omissions which resulted
in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be
deemed to be equal to the total net proceeds from the
offering (before deducting expenses), and benefits received
by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set
forth on the cover page of the Final Prospectus. Relative
fault shall be determined by reference to whether any
alleged untrue statement or omission relates to information
provided by the Company or the Underwriters. The Company
and the Underwriters agree that it would not be just and
equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not
take account of the equitable considerations referred to
above. Notwithstanding the provisions of this para-
graph (d), no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this
Section 7, each person who controls an Underwriter within
the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of an Underwriter
shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the
Registration Statement and each director of the Company
shall have the same rights to contribution as the Company,
subject in each case to the applicable terms and conditions
of this paragraph (d).
8. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
<PAGE>25
21
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set
forth opposite their names in Schedule I hereto bears to the
aggregate amount of Securities set forth opposite the names
of all the remaining Underwriters) the Securities which the
defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the
aggregate amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate amount of Securities set
forth in Schedule I hereto, the remaining Underwriters shall
have the right to purchase all, but shall not be under any
obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without liability
to any nondefaulting Underwriter or the Company. In the
event of a default by any Underwriter as set forth in this
Section 8, the Closing Date shall be postponed for such
period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any
other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting
Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its
default hereunder.
9. Termination. This Agreement shall be subject
to termination in the absolute discretion of the
Representatives, by notice given to the Company prior to
delivery of and payment for the Securities, if prior to such
time (i) trading in the Company's Common Stock shall have
been suspended by the Commission or the New York Stock
Exchange or trading in securities generally on the New York
Stock Exchange shall have been suspended or limited or
minimum prices shall have been established on such Exchange,
(ii) a banking moratorium shall have been declared either by
Federal or New York State authorities or (iii) there shall
have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or
war or other calamity or crisis the effect of which on
financial markets is such as to make it, in the judgment of
the Representatives, impracticable or inadvisable to proceed
with the offering or delivery of the Securities as
contemplated by the Final Prospectus (exclusive of any
supplement thereto).
<PAGE>26
22
10. Representations and Indemnities to Survive.
The respective agreements, representations, warranties,
indemnities and other statements of the Company or its
officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf
of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7
hereof, and will survive delivery of and payment for the
Securities. The provisions of Sections 6 and 7 hereof shall
survive the termination or cancellation of this Agreement.
11. Notices. All communications hereunder will
be in writing and effective only on receipt, and, if sent to
the Representatives, will be mailed, delivered or
telegraphed and confirmed to them, at the address specified
in Schedule I hereto; or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at
120 Long Ridge Road, Stamford, Connecticut 06904, Attention
of the Secretary.
12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be
governed by and construed in accordance with the laws of the
State of New York.
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this letter and
<PAGE>27
23
your acceptance shall represent a binding agreement among
the Company and the several Underwriters.
Very truly yours,
OLIN CORPORATION
by
__________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified above.
[Representatives]
by [Representative]
_____________________
Name:
Title:
For themselves and the other
several Underwriters, if any,
named in Schedule I to the
foregoing Agreement.
<PAGE>28
SCHEDULE I
Number of Shares
Underwriters to be purchased
_________________
_________________
_________________
Total . . . . . . . . . . . . . . . .
