<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Olin Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Olin Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
OLIN
120 LONG RIDGE ROAD, STAMFORD, CONNECTICUT 06904-1355
March 14, 1995
Dear Olin Shareholder:
You are cordially invited to attend our 1995 Annual Meeting of Shareholders
at 10:30 a.m. on Thursday, April 27th. The meeting will be held at Olin's
offices at 120 Long Ridge Road, Stamford, Connecticut.
You will find information about the meeting in the enclosed Notice and Proxy
Statement.
Mr. Robert Holland, Jr. recently was elected President and Chief Executive
Officer of Ben & Jerry's Homemade, Inc. Because of his new responsibilities, he
has decided not to stand for reelection. He has served on Olin's Board for nine
years. We will miss his wise counsel and sound judgement and wish him good
fortune in his new endeavor.
We are pleased to announce that Ms. Suzanne D. Jaffe, who was elected to the
Board in December 1994, is a nominee for the first time. Ms. Jaffe is a
Managing Director of Hamilton & Company, an investment management consulting
firm. In addition, Mr. William J. Alley, who was elected to the Board in
February 1995, is also a nominee for the first time. Mr. Alley is the retired
Chairman and Chief Executive Officer of American Brands, Inc.
There are several important proposals being presented to the shareholders for
approval this year. Therefore I encourage you, whether or not you plan to
attend, to please sign and date the enclosed proxy card, and return the upper
half of it in the enclosed envelope as soon as possible. If you do plan to
attend, please so indicate by checking the appropriate box on the proxy card.
Keep the lower half to be used as your admission card to the Meeting.
At last year's Annual Meeting more than 86% of our shares were represented in
person or by proxy. We hope for the same high level of representation at this
year's meeting.
Sincerely,
/s/ John W. Johnstone, Jr.
JOHN W. JOHNSTONE, JR.
Chairman of the Board and Chief
Executive Officer
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED
ENVELOPE.
<PAGE>
OLIN CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Stamford, Connecticut
March 14, 1995
The Annual Meeting of Shareholders of OLIN CORPORATION will be held at the
office of the Corporation at 120 Long Ridge Road, Stamford, Connecticut, on
Thursday, April 27, 1995, at 10:30 a.m., local time, to consider and act upon
the following:
(1) The election of six Directors.
(2) Approval of amendments to the Olin Senior Management Incentive
Compensation Plan.
(3) Ratification of the appointment of independent auditors for 1995.
(4) A shareholder proposal if brought before the meeting.
(5) Such other business as may properly come before the meeting or any
adjournment.
The Board of Directors has fixed March 2, 1995 as the record date for
determining shareholders entitled to notice of and to vote at the meeting.
By order of the Board of Directors:
/s/ Johnnie M. Jackson, Jr.
JOHNNIE M. JACKSON, JR.
Secretary
<PAGE>
OLIN CORPORATION
PROXY STATEMENT
----------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 1995
This Proxy Statement is furnished to the shareholders of Olin Corporation
("Olin") in connection with the solicitation by the Board of Directors
("Board") of Olin of proxies to be voted at the Annual Meeting of Shareholders
to be held on April 27, 1995, and at any adjournment. Shares represented by
duly executed proxies in the accompanying form received by Olin prior to the
meeting will be voted at the meeting. Where a shareholder directs in the proxy
a choice regarding any matter that is to be voted on, that direction will be
followed. If no direction is made, proxies will be voted for the election of
directors as set forth below, in favor of the proposals referred to under (2)
and (3) in the Notice of Annual Meeting of Shareholders and against the
proposal referred to under (4) in the Notice of Annual Meeting of Shareholders.
Any person who has returned a proxy has the power to revoke it at any time
before it is exercised by submitting a subsequently dated proxy, by giving
notice in writing to the Secretary or by voting in person at the meeting.
The election of each nominee as a director requires the affirmative vote of a
plurality of the votes cast in the election. Votes withheld and shares held in
street name ("Broker Shares") that are not voted in the election of directors
will not be included in determining the number of votes cast.
The approval of the amendments to the Olin Senior Management Incentive
Compensation Plan requires the affirmative vote of a majority of the votes
cast. Abstentions and Broker Shares that are not voted on this matter at the
meeting will be included in determining the number of votes cast.
The ratification of the appointment of independent auditors for 1995 and the
approval of the shareholder proposal require that the votes cast in favor of
each matter exceed the votes cast opposing such matter. Abstentions and Broker
Shares that are not voted on these matters will not be included in determining
the number of votes cast.
Olin does not know of any matters other than those referred to in the
accompanying Notice which are to come before the meeting. If any other matters
are properly presented for action, the persons named in the accompanying form
of proxy will vote the proxy in accordance with their best judgment. The
mailing address of Olin's principal executive office is P. O. Box 1355,
Stamford, CT 06904-1355. This Proxy Statement and the related proxy card are
being mailed to shareholders beginning on or about March 14, 1995.
SHARES OUTSTANDING AND ENTITLED TO VOTE
The close of business on March 2, 1995 has been fixed as the record date for
the meeting and any adjournment. As of that date, there were approximately
21,517,800 shares of Olin common stock, $1 par value, ("Common Stock")
outstanding, each of which is entitled to one vote. In addition, at March 2,
1995, there were approximately 1,093,300 ESOP Preferred Shares outstanding, all
of which are held by Wachovia Bank of North Carolina, N.A. ("Wachovia") as the
Trustee of the Olin Corporation Contributing Employee Ownership Plan ("CEOP").
The ESOP Preferred Shares are entitled to vote on all matters submitted to a
vote of Olin shareholders, and presently carry the same voting rights as the
Common Stock, namely one vote per share. Each individual participating in the
CEOP is entitled to
1
<PAGE>
instruct the Trustee how to vote all shares credited to the individual through
the individual's contributions and through matching contributions by Olin.
Shares of each class of stock held in the CEOP for which voting instructions
are not received from Plan participants or which are not credited to
participants' accounts are voted by the Trustee in the same proportion as
shares of that class for which the Trustee has received instructions.
Chemical Bank is Olin's registrar and transfer agent. For holders of Common
Stock who participate in the Automatic Dividend Reinvestment Plan offered by
Chemical Bank, Chemical Bank will vote any shares of Common Stock that it
holds for the participant's account in accordance with the proxy returned by
the participant covering his or her shares of record. If a participant does
not send in a proxy for shares of record, Chemical Bank will not vote Dividend
Reinvestment shares of such participant.
CERTAIN BENEFICIAL OWNERS
Except as indicated below, Olin knows of no person who was the beneficial
owner of more than five percent of Olin Common Stock or ESOP Preferred Shares
as of December 31, 1994.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP OF CLASS
---------------- -------------- ---------- --------
<S> <C> <C> <C>
The First Wachovia Corporation Common Stock 4,392,315(a) 20.5%
301 North Main Street ESOP Preferred Shares 1,104,714(a) 100%
Winston-Salem, NC 27150
FMR Corp. Common Stock 1,601,700(b) 7.4%
82 Devonshire Street
Boston, MA 02109
Putnam Investments, Inc. Common Stock 1,093,600(c) 5.1%
1 Post Office Square
Boston, MA 02109
</TABLE>
- --------
(a) Olin has been advised in a Schedule 13G filing that as of December 31,
1994, The First Wachovia Corporation and its subsidiaries, acting in
fiduciary capacities, had sole voting power with respect to 62,862 shares,
shared voting power with respect to 3,640,983 shares, sole dispositive
power with respect to 737,372 shares and shared dispositive power with
respect to 8,552 shares of Olin Common Stock. Wachovia, a subsidiary of
The First Wachovia Corporation, is the Trustee of the CEOP. As of December
31, 1994, 3,648,671 shares of Olin Common Stock and 1,104,714 ESOP
Preferred Shares were held by Wachovia in the CEOP and are voted in
accordance with instructions from CEOP participants as described above.
Common stock figures include shares held in the CEOP and do not include
shares obtainable upon conversion of ESOP Preferred Shares.
(b) Olin has been advised in an amended Schedule 13G filing as follows with
respect to these shares: Fidelity Management & Research Development
Company ("Fidelity") and Fidelity Management Trust Company ("FMTC")
beneficially own 1,347,100 and 189,300 shares, respectively. Both are
subsidiaries of FMR Corp. ("FMR"). Edward C. Johnson 3rd ("Johnson"), who
is the Chairman of FMR, FMR through its control of Fidelity, and its Funds
each has sole dispositive power with respect to the 1,347,100 shares owned
by the Funds. Neither Johnson nor FMR has sole voting power with respect
to the shares owned by the Funds, which power rests with the Funds' Board
of Trustees. Johnson and FMR, through its control of FMTC, has sole
dispositive power over 189,300 shares and sole voting power over 143,900
shares and no voting power with respect to 45,400 of the shares.
Additionally, Fidelity International Limited ("FIL") beneficially owns
65,300 shares, as to which it has sole voting power and sole dispositive
power.
(c) Putnam Investments, Inc. ("PI"), a wholly owned subsidiary of Marsh &
McLennan Companies, Inc. ("MMC"), has advised Olin in a Schedule 13G
filing that it and its wholly owned subsidiaries, Putnam Investment
Management, Inc. and The Putnam Advisory Company, Inc., both registered
investment advisors, have shared voting power with respect to 11,500
shares and shared dispositive power with respect to 1,093,600 shares. PI
and MMC, pursuant to Rule 13d-4, state that the Schedule 13G filing is not
an admission that they are the beneficial owner for purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934 of any of the
securities listed and further state that neither of them has power to vote
or dispose of or direct the voting or disposition of any of these
securities.
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ITEM 1--ELECTION OF DIRECTORS
The Board of Directors is divided into three classes with the term of office
of each class being three years, ending in different years. Four persons, as
set forth below under "Nominees for Three-Year Terms Expiring in 1998", have
been nominated by the Board for election as Class I Directors to serve until
the 1998 Annual Meeting of Shareholders and until their successors have been
elected. In addition, William J. Alley has been nominated by the Board for
election as a Class II Director to serve until the 1996 Annual Meeting of
Shareholders and until his successor has been elected. Suzanne D. Jaffe has
also been nominated by the Board for election as a Class III Director to serve
until the 1997 Annual Meeting of Shareholders and until her successor has been
elected. The terms of the other directors will continue after the meeting as
indicated below.
Robert Holland, Jr. is not standing for re-election on April 27, 1995. The
number of Directors constituting the whole Board will be reduced to twelve
effective immediately preceding the Annual Meeting of Shareholders.
Each of the nominees is a director at the present time. It is not expected
that any of the nominees will be unable to serve as a director but if any are
unable to accept election, it is intended that shares represented by proxies
in the accompanying form will be voted for the election of substitute nominees
selected by the Board, unless the number of directors is reduced.
CLASS I
NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 1998
Photograph of JOHN W. JOHNSTONE, JR., 62, is Chairman of the Board and Chief
John W. Executive Officer of Olin. In 1954, he joined Hooker Chemicals
Johnstone, Jr. and Plastics Corporation, where he spent 22 years in various
sales, marketing and management positions of increasing
responsibility, leaving in 1975 to become President of the
Airco Alloys division of Airco, Inc. He joined Olin in 1979 as
Vice President and General Manager of the Chemicals Group's
Industrial Products department. Mr. Johnstone became a
corporate Vice President in April 1980, President of the
Chemicals Group in October 1980, and an Executive Vice
President of Olin in 1983. He was named President of Olin in
1985, Chief Operating Officer in 1986, Chief Executive Officer
in 1987 and Chairman of the Board in 1988. He is a graduate of
Hartwick College, where he received a BA degree in chemistry
and physics and a Doctor of Science (Hon.). He has attended
the Harvard Business School's Advanced Management Program. Mr.
Johnstone is a trustee of Hartwick College, The Conference
Board and Research Corporation. He is a member of The Business
Roundtable and a former Chairman of the Soap and Detergent
Association and the Chemical Manufacturers Association. He is
a director of Phoenix Home Mutual Life Insurance Company and
American Brands, Inc., and is Advisory Board Chairman of the
Boy Scouts of America, Fairfield County Connecticut Council.
Olin director since 1984.
Photograph of JACK D. KUEHLER, 62, retired in 1993 as Vice Chairman of the
Jack D. Board of International Business Machines Corporation. He
Kuehler joined IBM in 1958 as an associate engineer in the San Jose
Research Laboratory. Over the years, he played a significant
management role in many of the corporation's advanced
technologies. He served as Director of the Raleigh
Communications Laboratory, Director of the San Jose Storage
Products Laboratory and President of the Systems Product
Division. In 1980, he was elected an IBM Vice President and
named President of the General Technology Division. In 1981,
he was named Information Systems and Technology Group
Executive. He was elected an IBM Senior Vice President in
1982, and the following year a member of its Corporate
Management Committee and Business Operations Committee. He
became a member of the IBM Board in 1986, Executive Vice
President in 1987, Vice Chairman and member of the Executive
Committee in 1988 and President in 1989. He resumed the title
of Vice Chairman in January 1993. He is a member of the
National Academy of Engineering, a fellow of the Institute of
Electrical and Electronics Engineers, a fellow of the American
Academy of Arts and Sciences and a trustee of Santa Clara
University (from which he graduated with a BS degree in
mechanical engineering and an MS degree in electrical
engineering). He is a director of Aetna Life and Casualty
Company, Taligent, Inc and the Parsons Corporation. Mr.
Kuehler holds an honorary doctorate of science from Clarkson
University and an honorary doctorate of engineering science
from Santa Clara University. Olin director since 1986.
3
<PAGE>
Photograph of WILLIAM L. READ, 68, retired in 1979 as the Commander of the
William L. Surface Forces, U.S. Atlantic Fleet, with the rank of Vice
Read Admiral, after 35 years on active duty. From 1979 to 1983, he
was Vice President of Lone Star Industries, Inc. He is
currently an independent business consultant. Mr. Read is a
graduate of the U.S. Naval Academy, the U.S. Naval War College
and the Industrial College of the Armed Forces, and has an MS
degree in Business Administration from George Washington
University. He is a director of Memorial Health System Inc.
Olin director since 1986.
Photograph of IRVING SHAIN, 69, retired in January 1992 as Vice President
Irving Shain and Chief Scientist of Olin. Prior to joining Olin, Dr. Shain
was Chancellor of the University of Wisconsin-Madison. Dr.
Shain received a BS degree in chemistry in 1949 from the
University of Washington and three years later a PhD degree
from the same university. He joined the faculty at the
University of Wisconsin in 1952, became Chairman of the
Chemistry Department in 1967 and Vice Chancellor in 1970. He
was appointed Provost of the University of Washington in 1975
and returned to the University of Wisconsin-Madison as
Chancellor in 1977. Dr. Shain has published over 50 papers in
the field of electrochemistry. He is a member of the American
Chemical Society, the Electrochemical Society and the
Connecticut Academy of Science and Engineering, and is a
fellow of the American Association for the Advancement of
Science. He serves on the Technical Advisory Group of Johnson
Controls, Inc. and is a member of the Board of Trustees of
University Research Park, Inc., Madison, Wisconsin. Olin
director since 1982.
CLASS II
NOMINEE FOR THREE-YEAR TERM EXPIRING IN 1996
Photograph of WILLIAM J. ALLEY, 65, retired in December 1994 as Chairman of
William J. the Board and Chief Executive Officer of American Brands,
Alley Inc., a position he held since 1987. Mr. Alley holds a BBA and
a JD degree from the University of Oklahoma. He serves on the
Boards of Directors of American Brands, Inc., Central Illinois
Public Service Company, CIPSO Incorporated, Rayonier Inc. and
Rayonier Forest Resources Company. Olin director since 1995.
CLASS III
NOMINEE FOR THREE-YEAR TERM EXPIRING IN 1997
Photograph of SUZANNE D. JAFFE, 51, is a Managing Director of Hamilton &
Suzanne D. Company, an investment management consulting firm. From 1985
Jaffe to 1993, Ms. Jaffe was a Managing Director of Angelo, Gordon &
Co., L.P. From 1983 to 1985, she was Deputy Comptroller of New
York State. She served under President Reagan on the Board of
Trustees of the Social Security and the Medicare Trust Funds
and was also a member of the ERISA Advisory Council of the
Department of Labor. Ms. Jaffe received her BA degree from the
University of Pennsylvania. She is currently a trustee of
Fordham University and a director of Research Corporation. She
is also a director of the International Women's Forum, past
president of its affiliate, the New York Women's Forum and a
member of the Economic Club of New York and of the Foreign
Policy Association. Olin director since 1994.
4
<PAGE>
CLASS II
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1996
Photograph of DONALD W. GRIFFIN, 58, is President and Chief Operating
Donald W. Officer of Olin. He joined Olin in 1961 and was part of the
Griffin Brass Group's marketing organization since 1963. He advanced
through various managerial positions and in 1983 was elected
an Olin corporate Vice President and named President of the
Brass Group. In 1985, he became President of the Winchester
Group, was appointed President of the Defense Systems Group in
1986, was elected an Executive Vice President in 1987, Vice
Chairman-Operations in January 1993 and President and Chief
Operating Officer in February 1994. He is a graduate of the
University of Evansville, Evansville, IN and completed the
Graduate School for Sales and Marketing Managers at Syracuse
University, Syracuse, NY. Mr. Griffin is a director of River
Bend Bancshares, Inc., Illinois State Bank and Trust in East
Alton, IL, Rayonier Inc. and Rayonier Forest Resources
Company. He is also a director of the Chemicals Manufacturing
Association, the Sporting Arms and Ammunition Manufacturers
Institute, the Wildlife Management Institute and the National
Shooting Sports Foundation. He is on the Board of Trustees of
the National Security Industrial Association and the Buffalo
Bill Historical Center. He is a member of the American Society
of Metals, the Association of the U.S. Army and the American
Defense Preparedness Association. He is a life member of the
Navy League of the United States and the Surface Navy
Association. Olin director since 1990.
Photograph of H. WILLIAM LICHTENBERGER, 59, is Chairman and Chief Executive
H. William Officer of Praxair, Inc., a position he assumed in 1992 when
Lichtenberger Praxair was spun off from Union Carbide Corporation. In 1986,
Mr. Lichtenberger was elected a Vice President of Union
Carbide Corporation and was appointed President of the Union
Carbide Chemicals and Plastics Company, Inc. He was elected
President and Chief Operating Officer and a director of Union
Carbide Corporation in 1990. He resigned as an officer and
director of Union Carbide Corporation upon Praxair's spin-off.
Mr. Lichtenberger is a graduate of the University of Iowa
where he majored in chemical engineering and has a masters
degree in business administration from the State University of
New York, Buffalo. He is on the Advisory Boards of the
University of Iowa and Western Connecticut State University.
He is a member of the Investment Policy Advisory Committee to
the United States Trade Representative, and a member of The
Business Roundtable. He is Chairman of the United Negro
College Fund's Connecticut Corporate Campaign and a director
of the Fairfield County Boy Scouts Advisory Board. Olin
Director since 1993.
Photograph of GEORGE JACKSON RATCLIFFE, JR., 59, is Chairman, President and
George Jackson Chief Executive Officer of Hubbell Incorporated, a position he
Ratcliffe, Jr. has held since 1987. He holds an AB degree from Duke
University and a JD degree from the University of Virginia.
Mr. Ratcliffe is a member of the Board of Directors of The
Aquarion Company and Praxair, Inc.; a member of the Board of
Governors of the National Electrical Manufacturers Association
(NEMA); a member of the Listed Company Advisory Committee of
the New York Stock Exchange; and, member of the Board of
Trustees of the Manufacturers' Alliance for Productivity and
Innovation, Inc. Olin director since 1990.
5
<PAGE>
CLASS III
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1997
Photograph of ROBERT R. FREDERICK, 69, retired as President and Chief
Robert R. Executive Officer of RCA Corporation in January 1987. He
Frederick joined RCA in 1982 as President and Chief Operating Officer
after a 34 year career at General Electric Company, where he
had been Executive Vice President and Sector Executive of the
International Sector. Mr. Frederick is a member of the Board
of Directors of Aviall, Inc., a member of The Business Council
and a member of the Board of Trustees of DePauw University.
Olin director since 1983.
Photograph of WILLIAM W. HIGGINS, 59, retired as a Senior Vice President of
William W. The Chase Manhattan Bank, N.A. and a senior credit executive
Higgins of its Institutional Bank in December 1990. He joined the bank
in 1959 after receiving a BA degree from Amherst College and
an MBA. degree from Harvard Business School. He was appointed
Assistant Treasurer in 1962, Second Vice President in 1965 and
Vice President in 1968. He was appointed a Senior Vice
President and a Credit Policy Executive in 1983. From 1979 to
1983 he served as Deputy Sector Credit Executive of the
Corporate Industries Sector. Prior to that, he was Group
Credit Officer of the Corporate Banking Department and before
that District Executive of the Petroleum Division of the same
Department. Mr. Higgins is Treasurer and a director of the
Greenwich Emergency Medical Service, Greenwich, CT. He is past
President of the Belle Haven Landowners Association in
Greenwich, a former member of the Representative Town Meeting
in Greenwich, and a former trustee of the Canterbury School in
New Milford, CT. Olin director since 1964.
Photograph of JOHN P. SCHAEFER, 60, is President of the Research
John P. Corporation, a foundation, and Chairman of Research
Schaefer Corporation Technologies. Previously, he was President of the
University of Arizona (1971-1982) and Professor of Chemistry
at the University where he had been a member of the faculty
since 1960. Before his appointment as President of the
University, he served as head of its Department of Chemistry
and Dean of its College of Liberal Arts. Dr. Schaefer received
his BS degree in chemistry from the Polytechnic Institute of
Brooklyn in 1955 and his PhD degree from the University of
Illinois in 1958. After postdoctoral studies at the California
Institute of Technology, he taught chemistry at the University
of California (Berkeley). Dr. Schaefer's research interests
have been in the area of synthetic and structural chemistry.
He served on the Board of Governors of the U.S.-Israeli
Binational Science Foundation (1973-1978). He is a director of
Research Corporation and Research Corporation Technologies.
Olin director since 1982.
6
<PAGE>
ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS
ATTENDANCE
During 1994, the Board held eight meetings. The average attendance by
directors at meetings of the Board and committees of the Board on which they
served was 96%. Each director attended at least 75% of such meetings.
COMMITTEES OF THE BOARD
The standing committees of the Board are an Audit Committee, a Compensation
and Nominating Committee, a Corporate Responsibility Committee and an Executive
and Finance Committee.
The Audit Committee advises the Board on internal and external audit matters
affecting Olin, including recommendation of the appointment of independent
auditors of Olin; reviews with such auditors the scope and results of their
audit of the financial statements of Olin and any investigations and surveys by
such auditors; reviews reports of Olin's Internal Audit Department; and reviews
the presentation of Olin's financial results. The committee also advises the
Board on compliance with Olin's Code of Business Conduct and on corporate and
governmental security matters, and monitors major litigation with a particular
interest in the event there are claims that Olin has acted unethically or
unlawfully. The Audit Committee currently consists of Messrs. Higgins,
Lichtenberger, Read, Schaefer and Shain. During 1994, five meetings of this
committee were held.
The Compensation and Nominating Committee sets policy, develops and monitors
strategies for, and administers the programs which compensate the Chief
Executive Officer ("CEO") and other senior executives. This committee was
created in April 1994 and represents the merger of the Compensation and Stock
Option Committee and the Directors Committee. The committee approves the salary
plans for the CEO and other senior executives including total direct
compensation opportunity, and the mix of base salary, annual incentive standard
and long term incentive guideline award. It approves the measures, goals,
objectives, weighting, payout matrices and actual payouts and certifies
performance for and administers the incentive compensation plans. The committee
administers Stock Option Plans, the Long Term Incentive Plan and issues an
annual report on Executive Compensation that appears in the Proxy Statement.
The committee approves the interest rate for deferred compensation arrangements
and administers the Senior Executive Pension Plan. The committee also advises
the Board on such matters as the composition and remuneration of the Board and
committees thereof, including the nomination of directors, protection against
liability and indemnification. The committee will consider candidates
recommended by shareholders for election as directors at annual meetings.
Recommendations must be in writing and submitted to the Secretary of Olin by
December 1, accompanied by a biography and the written consent of the
candidate. The Compensation and Nominating Committee currently consists of
Messrs. Frederick, Holland, Kuehler and Ratcliffe. During 1994, two meetings of
this committee were held. In addition, its predecessor committees, the
Compensation and Stock Option Committee and the Directors Committee, each held
three meetings in 1994.
The By-laws require that advance notice of nominations for the election of
directors to be made by a shareholder (as distinguished from a shareholder's
recommendation to the Compensation and Nominating Committee) be given to the
Secretary of Olin no later than 90 days before an annual meeting of
shareholders or seven days following notice of special meetings of shareholders
for the election of directors, together with the name and address of the
shareholder and of the person to be nominated; a representation that the
shareholder is entitled to vote at the meeting and intends to appear there in
person or by proxy to make the nomination; a description of arrangements or
understandings between the shareholder and others pursuant to which the
nomination is to be made; such other information regarding the nominee as would
be required in a proxy statement filed under the Securities and Exchange
Commission ("SEC") proxy rules; and the consent of the nominee to serve as a
director if elected.
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The Corporate Responsibility Committee reviews issues of corporate
responsibility in areas that are legally mandated as well as in areas involving
good corporate citizenship. This committee was created in April 1994 and
represents the merger of the Pension Committee and the Social Responsibility
Committee. The committee has oversight responsibility for the implementation of
the Corporation's Responsible Care(R) Codes, for charitable contributions
(including recommendations for contributions by the Olin Corporation Charitable
Trust), for compliance with legal mandates in the environmental, health and
safety area, and for setting policy for action generally expected of a socially
responsible corporation. The committee also reviews and evaluates the
investment performance and selection of the pension and CEOP funds; reviews the
funding policies of the pension plans, consults with, and obtains reports from,
the pension and CEOP plans' trustees and other fiduciaries; approves and adopts
new qualified and non-qualified plans. The Corporate Responsibility Committee
currently consists of Messrs. Holland, Lichtenberger, Read, Schaefer and Shain.
During 1994, four meetings of this committee were held. In addition, its
predecessor committees, the Pension Committee and the Social Responsibility
Committee, each held one meeting in 1994.
The Executive and Finance Committee, during the intervals between Board
meetings, may exercise all the power and authority of the Board (including all
the power and authority of the Board in the management, control and direction
of the financial affairs of Olin) except with respect to those matters reserved
to the Board by Virginia law, in such manner as the committee deems best for
the interests of Olin, in all cases in which specific directions have not been
given by the Board. The Executive and Finance Committee currently consists of
Messrs. Frederick, Griffin, Higgins, Holland, Johnstone, Kuehler and Ratcliffe.
During 1994, five meetings of this committee were held.
COMPENSATION OF DIRECTORS
During 1994, directors who are not employees of Olin were paid a fixed annual
retainer fee of $20,000 and a fee of $1,000 for each meeting of the Board and
for each meeting of a committee of the Board attended, together with expenses
incurred in the performance of their duties as directors. Effective October 1,
1994, the annual retainer was increased to $25,000. The meeting fee was not
increased. The last increase in the annual retainer was in 1989. In February
1995, the Board approved an additional meeting fee of $5,000 to be paid
annually to each director who serves as the chair of a Board committee. All or
a portion of these fees were received in cash, paid in arrears on a quarterly
basis, or deferred until after retirement from the Board. Deferrals may be in
cash or phantom shares of Common Stock. Cash deferrals are credited with
interest and phantom stock deferrals with dividend equivalents. During 1994,
the Board also participated in two informal strategic planning meetings for
which each outside director was paid $1,000 per meeting attended that was not
held on a regularly scheduled Board meeting date.
In addition, from 1985 through 1994, each director entitled to fees for
services as a director has been credited annually with 100 shares of Common
Stock, payment of which will be deferred until after the director retires from
the Board. Such deferred shares are credited with dividend equivalents, payment
of which may be deferred in the form of phantom Common Stock if elected by the
director. Directors may file an election to have payment of these deferred
accounts accelerated in the event of a "Change in Control" (as defined on page
9). However, deferrals and credits to deferrals after May 1, 1991 and prior to
October 1, 1994 are paid only in cash on a fixed date or dates at least six
months after the credit, or incident to death or retirement from the Board.
At the 1994 Annual Meeting of Shareholders, the shareholders approved the
1994 Stock Plan for Non-Employee Directors (the "Directors Plan"). The
Directors Plan became effective October 1, 1994. Generally speaking, the
Directors Plan (i) provides for the granting annually, beginning in 1995, of
100 shares of Common Stock to each non-employee director and the deferral of
the payment of such shares until after such director ceases to be a member of
the Board, (ii) provides for the granting to such director annually an amount
of shares of Common Stock equal in value to $25,000 in lieu of the annual
8
<PAGE>
cash retainer, (iii) permits such director to elect to receive his or her
quarterly meeting fees in the form of shares of Common Stock in lieu of cash,
and (iv) permits such director to elect to defer cash meeting fees and any
shares to be delivered under the Directors Plan. Deferred cash is credited with
interest quarterly and deferred shares are credited with dividend equivalents.
DIRECTORS RETIREMENT PLAN
Under the Retirement Plan for Non-employee Directors (the "Plan"), a director
who has completed five years of service as a non-employee director and attained
age 65 may retire from the Board and receive a retirement benefit based on a
percentage of the annual retainer in effect at the time of retirement (50%
after five years of service, increasing 10% for each additional year of service
to 100%). However, if a director is eligible for a pension benefit under
another Olin pension plan, the maximum annual benefit under the Plan may not
exceed 50% of the director's compensation used for calculating such other
pension benefit less (a) the amount of retirement allowance from all other Olin
pension plans and pension plans of previous employers and (b) 50% of the
director's primary Social Security benefit. Unless such director has previously
elected to have such benefit paid on an annual basis for his or her life, the
actuarial present value of the annual benefit otherwise payable to the director
under the Plan will be paid to him or her in a lump sum at retirement. If a
director has elected to have the retirement benefit paid on an annual basis,
(a) the benefit will be so paid for his or her life, (b) the surviving spouse
of such a director who dies while receiving payments from the Plan will receive
a benefit for life equal to 50% of such payments, (c) the surviving spouse of
such a director who dies while serving on the Board will receive a benefit
equal to 50% of the benefit that would have been paid had the director retired
from the Board on the date of death and (d) on the occurrence of a "Change in
Control" of Olin, if such a director has met the service requirements for
benefits under the Plan, the director will then receive a discounted lump sum
payment equal to the actuarial present value of his or her benefit. If such
payment upon a "Change in Control" becomes subject to an "excess parachute
payment" tax, the payment will be increased so that the payee will receive a
net payment equal to that which would have been received if such tax did not
apply. Change in Control for purposes of this plan means any of the following:
(i) Olin ceases to be publicly owned; (ii) 20% or more of the voting stock of
Olin is acquired by others (other than an Olin employee benefit plan); (iii)
incumbent directors and their designated successors cease over a two-year
period to constitute a majority of the Board; or (iv) the Board determines that
a tender offer for Olin's shares indicates a serious intention by the offeror
to acquire control of Olin.
9
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth the number of shares of Common Stock, ESOP
Preferred and Series A Conversion Preferred Stock beneficially owned by each
director and nominee for director, by the individuals named in the summary
compensation table on page 15, and by all directors and current executive
officers of Olin as a group, as reported to Olin by such persons as of January
15, 1995. Unless otherwise indicated in the footnotes below, the officers,
directors, nominees and individuals had sole voting and investment power over
such shares. Also shown in the table are Common Stock which may be acquired
within 60 days through the exercise of options.
<TABLE>
<CAPTION>
NO. OF ESOP SERIES A NO. OF PERCENT OF
PREFERRED SHARES CONVERSION COMMON SHARES CLASS OF
BENEFICIALLY PREFERRED BENEFICIALLY COMMON
NAME OF BENEFICIAL OWNER OWNED(a)(b) STOCK(b) OWNED(a,c) STOCK(d)
------------------------ ---------------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
William J. Alley.......... -- -- 200(e) --
Robert R. Frederick....... -- -- 1,902 --
Donald W. Griffin......... 613 -- 141,616(f) --
William W. Higgins........ -- -- 136,740(g) --
Robert Holland, Jr........ -- -- 3,185 --
Suzanne D. Jaffe.......... -- -- 723 --
John W. Johnstone, Jr..... 610 -- 255,247(f) 1.2
Jack D. Kuehler........... -- -- 1,374 --
H. William Lichtenberger.. -- -- 906 --
G. Jackson Ratcliffe, Jr.. -- -- 1,906 --
William L. Read........... -- 200(h) 1,545 --
John P. Schaefer.......... -- -- 1,654 --
Irving Shain.............. 298 -- 12,772 --
James G. Hascall.......... 614 -- 35,904 --
Leon B. Anziano........... 541 -- 14,582 --
Patrick J. Davey.......... 487 -- 17,758 --
Directors and executive
officers as a group,
including those named
above
(27 persons)............. 7,734 200 734,419 3.4
</TABLE>
- --------
(a) Included in this table with respect to officers and Dr. Shain are shares
credited under the CEOP. Also included in the case of the incumbent
directors (other than Messrs. Griffin and Johnstone) are certain shares of
Common Stock credited to such directors pursuant to the arrangements
described above under "Compensation of Directors".
(b) Neither the named individuals nor the directors and current officers as a
group beneficially own more than 1% of the outstanding shares of ESOP
Preferred or Series A Conversion Preferred Stock. On March 1, 1995, each
share of Series A Conversion Preferred Stock was converted into one share
of Common Stock.
(c) The amounts shown include shares that may be acquired within 60 days
following January 15, 1995 through the exercise of stock options, as
follows: Mr. Johnstone, 140,943; Mr. Griffin, 60,560; Mr. Hascall, 30,360;
Mr. Anziano, 11,550; Mr. Davey, 14,828; and all directors and executive
officers as a group, including the named individuals, 396,960.
(d) Unless otherwise indicated, beneficial ownership of any named individual
does not exceed 1% of the outstanding shares of Common Stock.
(e) Mr. Alley was elected to the Olin Board on February 23, 1995. On that
date, he owned 200 shares of Olin Common Stock.
(f) Includes 69,133 shares held by a charitable foundation in which Messrs.
Griffin and Johnstone are individual trustees and share voting and
investment power with Boatmen's Trust Company. Messrs. Griffin and
Johnstone disclaim beneficial ownership of such shares.
(g) Includes 17,330 shares held in six trusts of which Mr. Higgins is a co-
trustee, sharing voting and investment power; 42,110 shares held in two
trusts of which his spouse is beneficiary and co-trustee; 40,737 shares
held in six trusts of which his spouse is co-trustee and children are
beneficiaries and 34,458 shares held by his spouse. Mr. Higgins disclaims
beneficial ownership of all such shares.
(h) The 200 shares of Series A Conversion Preferred Stock are held by Mr.
Read's spouse. Mr. Read disclaims beneficial ownership of such shares. On
March 1, 1995, these shares were automatically converted into 200 shares
of Common Stock.
10
<PAGE>
Section 16(a) of the Securities Exchange Act of 1934 requires Olin's officers
and directors, and persons who own more than ten percent of a registered class
of Olin's equity securities, to file reports of ownership and changes in
ownership with the SEC and the New York Stock Exchange. Officers, directors and
greater than ten-percent shareholders are required by SEC regulation to furnish
Olin with copies of all Section 16(a) forms they file. Based solely on review
of the copies of such forms furnished to Olin, or written representations that
no Forms 5 were required, Olin believes that during the period January 1, 1994
to December 31, 1994 all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners were
complied with; except that one report for one transaction was filed late by Mr.
Gerald W. Bersett, an executive officer of Olin, and one report for two
transactions was filed late by Mr. Emanuel J. DiTeresi, a former executive
officer of Olin.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION AND NOMINATING COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation and Nominating Committee (the "Compensation Committee") of
the Board is responsible for setting policy, developing and monitoring
strategies for, and administering the programs which compensate the Chief
Executive Officer (the "CEO"), the other named executives and other senior
executives.
The Compensation Committee, comprised of Messrs. Ratcliffe, Frederick,
Holland and Kuehler, each of whom is a disinterested, outside director,
normally meets four times each year. These meetings are scheduled to coincide
with the setting of performance goals and total compensation earnings
opportunities and with the assessment of actual performance against existing
goals for purposes of determining payouts of variable award amounts, if any, to
be made to the CEO and other named executives. At least one meeting is
traditionally dedicated to a wide ranging discussion of emerging issues and
strategies with respect to executive compensation and performance measurement.
The purpose of the Company's executive compensation policies and programs is
to:
. attract, motivate and retain the highest quality executives
. align executive interests with those of the Company's shareholders, and
. incentivize executives to achieve quantifiable financial and other
strategic objectives in a manner consistent with the Company's values.
The Company's executive compensation policies and programs:
. seek to create highly differentiated total compensation opportunities
linking pay to performance such that if targets are met or exceeded,
compensation will be earned at amounts at or above the median of a select
sample of similar sized companies in businesses within which the Company
competes. The competitiveness of each component of executive compensation
is reviewed regularly using groups of companies in similar businesses for
comparison, focusing predominately on companies of similar size and scope
of operations.
. assess performance, and pay variable components of an executive's total
compensation opportunity, based upon results and the achievement of
agreed-upon, preset goals, with consideration given to external markets
and internal equity. These goals include financial measurements (both
short-term business results and strategic plan accomplishments), quality,
measures of customer satisfaction, and organizational effectiveness, with
individual and work team performance being evaluated in light of the
achievement of these portfolio of measures.
. encourage executive stock ownership to promote a proprietary interest in
the success of the Company and a strong linkage to shareholder interests.
11
<PAGE>
This Committee has been, over the years, placing a growing emphasis on
performance-based incentives over base salary, especially at the highest
executive levels with an increasingly greater percentage of an executive's
total compensation opportunity (base salary, annual bonus plus long-term
incentive compensation) attributable to short and long term variable components
rather than fixed base salary.
Executive Compensation Program As Administered in 1994
The Compensation Committee has established competitive total compensation
opportunities (and each component thereof) for the CEO and other named
executives that are targeted to the median of a comparator group of "selected
chemical" companies which has been generally comparable to the 75th percentile
of an "all industry" sample of 58 similarly sized companies. This "all
industry" sample and chemical comparator group are maintained as a proprietary
data base by an independent compensation consultant and were selected because
they reflect the diversified nature of Olin's businesses as well as its
significant chemicals business component. For 1994, the comparator group
consisted of 13 similarly sized chemical companies, three of which are in the
ten-company S&P Chemical Index used in the performance graph. Independent
compensation consultants provide the committee with an annual assessment of
these two data bases and Olin's relative position within them, with respect to
each component of executive compensation.
Olin's executive compensation program has three components:
. annual base salary
. annual incentive bonus
. long term incentive award
Together these three components comprised the total targeted compensation
opportunity determined by the competitive comparison cited above. Once the
total targeted compensation opportunity had been determined for the CEO and
each other named executive officer, the Compensation Committee also then
determined the appropriate mix of these three components, again using the above
competitive analysis, the desired mix between fixed base salary and variable
annual and long term incentives and the advice of independent consultants.
For the CEO, the individual mix of the three components of his compensation
was designed so that his annual bonus and long term incentive award (that is,
the portions at risk) were approximately 60% of his total compensation
opportunity.
Annual Base Salary
The competitive analysis of the CEO's base salary, along with the fact that
his salary had last been adjusted in 1992 indicated an adjustment was
appropriate to maintain his relative position to the comparator group. The
Compensation Committee authorized an upward adjustment of 5% (2.5% on an
annualized basis) effective February 1, 1994. The other named executives and an
additional ten executives received base salary increases according to the same
process of competitive analysis and two year delay recognition.
Annual Incentive Bonus
During the same analysis cited above, the Compensation Committee adjusted the
CEO's total bonus target upward by 5.7% (2.85% annualized) for 1994. Annual
incentive bonus target opportunities had been frozen by the Compensation
Committee for 1993 at 1992 levels.
12
<PAGE>
Annual performance objectives were set for the CEO by the Committee at the
beginning of the year. In turn, the CEO established annual performance
objectives for the then Vice Chairmen, each of whom established objectives for
senior executives who reported to them. Accomplishments against these
objectives were analyzed subsequently to determine payouts of any annual
incentive bonus opportunity. Objectives contained both quantitative financial
targets and qualitative strategic objectives. For the CEO in 1994, financial
targets were set for pretax profit and earnings per share (EPS) improvement
over the prior year. These financial measures were selected as relevant
measures of the Company's financial performance in the short-term. These
financial measures comprised 70% of the CEO's annual total incentive bonus
opportunity (up from 60% for the prior year) and each financial target carried
equal weight. For each of these measures, the Compensation Committee developed
a performance payout matrix to eliminate any subjectivity with respect to them.
Based on the matrix, the reported performance for these two measures indicated
a 200% payout.
The other 30% of the total opportunity was measured against the Compensation
Committee's subjective assessments of strategic objectives. These strategic
objectives for the CEO were: insuring that the 1994 impact of the 1993
restructuring was achieved, implementation of the Chemicals Division(s)
Strategic Plan(s), achieving full implementation of the Company's agreed to
Diversity Plan and continued focus and support of the Total Quality Management
effort which included the Company's Quality Council and the Baldrige self-
assessment process. Each of these strategic objectives also carried equal
weight. For the strategic objectives, the Committee concluded it appropriate to
award a 118% payout to the CEO.
The other named executives earned annual incentive bonus awards utilizing the
same process and procedure. In the instance of a division President, Division
financial and strategic performance was weighted 75% and Corporate financial
performance, 25%, with the use of a payout matrix again to determine the award
for the quantitative financial target components.
Long Term Incentive Award
As explained earlier, the Compensation Committee determined the long term
incentive award opportunity for each named executive when it determined the
total compensation opportunity and mix for each named executive. Stock options
and performance share units were granted in amounts equal to this targeted long
term dollar incentive award opportunity. In making this calculation, the
aggregate present value of the stock options and performance share units was
determined using a net present value valuation model suggested by independent
consultants. In making these grants for 1994, previously granted long term
incentive awards were not taken into account.
The CEO received a long term incentive award grant in 1994 comprised of stock
options granted under Olin's 1988 Stock Option Plan and performance share units
granted under Olin's 1991 Long Term Incentive Plan. Options were granted at the
fair market value of Common Stock on the date of the grant and have a ten year
term.
Performance share units are shares of phantom stock, the earning of which is
tied to meeting certain objective financial performance measures over the
performance cycle. The performance cycle is five years. The units can be
accelerated and earned in year three or year four provided performance is above
the payout threshold at that time. All units not earned in year five of the
performance cycle are forfeited. Earned units are paid in Common Stock. Each
grant of performance share units earns dividend equivalents over the
performance cycle.
There are two performance measures for these performance share units:
. an absolute average ROE goal over the five year performance cycle; and
. a relative growth in Total Return to Shareholders (TRS) for the Company
versus a blended mix of S&P chemicals, metals, aerospace, defense, and
S&P 400 companies, weighted to the Company's sales mix in these industry
segments.
13
<PAGE>
1994 Developments
In late 1993, the Compensation Committee requested its independent consultant
to conduct a study to, among other things, determine the appropriateness of the
Company's comparator group(s) for executive compensation; the competitiveness
of targeted base pay, annual and long term incentive for the CEO relative to
the Company's performance versus the comparator group, the other named
executives and other senior executive officers (base salary and target
incentives had last been increased in 1992); and the establishment of stock
ownership guidelines for participants in the Company's long term incentive
plans. The results of this study were reviewed at the January and September
1994 meetings of the Compensation Committee and the changes described below
were adopted.
Comparator Group--The Company's mix of businesses, while remaining relatively
----------------
stable, has seen a shift in sales mix in recent years. By growth and
acquisition, the Company's Brass and Defense oriented divisions' sales, as a
percentage of total sales, has increased relative to those of the Chemicals
oriented businesses. The Compensation Committee felt it appropriate to make
adjustments to the comparator group. Management, aided by an independent
compensation consultant, recommended, and this committee approved, the
selection of twenty-five companies representative of metals, chemicals, and
defense oriented industries as the new comparator group. These companies have
sales ranging from $1 billion to $5 billion per year. The change in the
comparator group is effective for 1995.
Stock Ownership Guidelines--After study and discussion, it was determined at
--------------------------
the April 1994 meeting and announced at the 1994 Annual Shareholders Meeting on
the same date, that the Company would implement guidelines for stock ownership
for the CEO and any executive participating in the long term incentive program.
Within the next five years (commencing with 1994) these individuals have been
asked to acquire ownership of shares of the Company's stock the aggregate value
of which meets or exceeds:
CEO 5 times annual base salary
President/COO 3 times annual base salary
Corporate Officers 2 times annual base salary
All Other Long Term Incentive Plan 1 times annual base salary
Participants
This group of executives already beneficially owns (as defined by these
guidelines) in excess of 325,000 shares of Common Stock and is well on its way
to achieving these guidelines.
February 23, 1995 G. JACKSON RATCLIFFE, JR., CHAIRMAN
ROBERT R. FREDERICK
ROBERT HOLLAND, JR.
JACK D. KUEHLER
14
<PAGE>
The following table shows for the Chief Executive Officer and the other four
most highly compensated executive officers of Olin cash compensation for the
fiscal years 1992-1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------- ------------------
AWARDS PAYOUTS
---------- -------
NAME AND PRINCIPAL SECURITIES
POSITION OTHER ANNUAL UNDERLYING LTIP ALL OTHER
AS OF DECEMBER 31, 1994 YEAR SALARY BONUS(a) COMPENSATION(b) OPTIONS PAYOUTS COMPENSATION(c)
----------------------- ---- -------- -------- --------------- ---------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
John W. Johnstone, Jr... 1994 $630,000 $650,000 $66,538 19,338 $ 0 $23,857
Chairman & 1993 $600,000 $140,000 $51,195 20,340 $ 0 $25,378
Chief Executive Officer 1992 $600,000 $175,000 $35,096 36,000 $ 0 $25,378
Donald W. Griffin....... 1994 $395,008 $400,000 $35,783 10,637 $ 0 $20,535
President & 1993 $350,000 $ 70,000 $27,726 9,260 $ 0 $22,554
Chief Operating Officer 1992 $350,000 $100,000 $19,167 16,400 $ 0 $16,963
James G. Hascall........ 1994 $297,500 $240,000 $22,839 5,027 $ 0 $18,069
Senior Vice President 1993 $270,000 $ 75,000 $19,099 5,560 $ 0 $17,194
1992 $270,000 $ 90,000 $13,026 4,900 $ 0 $14,171
Leon B. Anziano......... 1994 $228,754 $185,000 $ 9,724 2,708 $ 0 $11,807
Vice President 1993 $215,000 $ 35,000 $ 7,372 3,050 $ 0 $12,697
1992 $215,000 $ 50,000 $ 5,024 2,700 $ 0 $10,981
Patrick J. Davey........ 1994 $247,091 $165,000 $10,853 3,288 $ 0 $ 9,256
Vice President 1993 $215,000 $ 40,000 $ 8,725 3,050 $ 0 $ 8,757
1992 $215,000 $ 36,000 $ 6,393 2,700 $ 0 $10,260
</TABLE>
- --------
(a) Excludes phantom share units ("psu's") granted in 1992 and reported in
previous proxy statements as long term incentive plan awards. For 1992
grants to Messrs. Johnstone, Griffin, Hascall, Anziano and Davey,
aggregate fair market values of psu's as of grant date were $159,000,
$71,500, $42,400, $23,850 and $23,850 respectively.
(b) Includes dividend equivalents on outstanding performance share units paid
at the same rate as dividends paid on Olin common stock. Also includes tax
gross ups paid for imputed income on use of company provided automobiles.
(c) Amounts reported in this column for 1994 are comprised of the following
items:
<TABLE>
<CAPTION>
VALUE OF
CEOP SUPPLEMENTAL TERM LIFE SPLIT-DOLLAR LIFE
COMPANY MATCH CEOP(1) INSURANCE(2) INSURANCE PREMIUMS(3)
------------- ------------ ------------ ---------------------
<S> <C> <C> <C> <C>
J. W. Johnstone, Jr..... $4,825 $14,400 $ 4,632 $ 0
D. W. Griffin........... 4,825 6,600 4,632 4,478
J. G. Hascall........... 4,825 4,425 4,632 4,187
L. B. Anziano........... 4,442 1,342 4,149 1,847
P. J. Davey............. 4,605 2,913 4,391 1,738
</TABLE>
- --------
(1) The Supplemental CEOP permits participants in the CEOP to make
contributions, and Olin to match the same, in amounts permitted by the
CEOP but which would otherwise be in excess of those permitted by certain
Internal Revenue Service limitations.
(2) Under Olin's key executive insurance program, additional life insurance is
provided and monthly payments are made to the spouse and dependent
children of deceased participants.
(3) The amount shown represents the full dollar amount of the Olin-paid
premium for the whole life portion of the split-dollar life insurance.
Olin was reimbursed by the named individuals for the premium attributed to
the term portion of such insurance.
15
<PAGE>
STOCK OPTION PLANS
Under Olin's Stock Option Plans, options to purchase shares of Common Stock
have been granted to key employees selected by the Compensation Committee. The
option price may not be less than the fair market value of Common Stock on the
date of grant and options are exercisable for a maximum of ten years from such
date. Instead of requiring an optionee to pay cash, the Compensation Committee
may permit the delivery of already-owned Common Stock, valued at the fair
market value on the date of exercise, in payment for the exercise price of
options. Except for antidilution adjustments, options do not expressly provide
for repricing or adjustments to the exercise price.
The following table sets forth as to the individuals named in the summary
compensation table on page 15, information relating to options granted by Olin
from January 1, 1994 through December 31, 1994.
OPTION GRANTS OF COMMON STOCK IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------
NUMBER OF
SECURITIES POTENTIAL REALIZABLE VALUE AT
UNDERLYING % OF TOTAL ASSUMED RATES OF STOCK PRICE
OPTIONS OPTIONS GRANTED APPRECIATION FOR OPTION TERM(d)
GRANTED TO ALL EMPLOYEES EXERCISE EXPIRATION -------------------------------
NAME (a, b) IN FISCAL YEAR PRICE(c) DATE 0% 5% 10%
- ---- ---------- ---------------- -------- ---------- --- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. W. Johnstone, Jr..... 19,338 14.4% $52.00 4/27/04 $0 $ 632,401 $ 1,602,629
D. W. Griffin........... 10,637 7.9% 52.00 4/27/04 0 347,856 881,537
J. G. Hascall........... 5,027 3.8% 52.00 4/27/04 0 164,395 416,611
L. B. Anziano........... 2,708 2.0% 52.00 4/27/04 0 88,558 224,424
P. J. Davey............. 3,288 2.5% 52.00 4/27/04 0 107,526 272,492
All Stockholders........ n/a n/a n/a n/a 0 625,487,996 1,585,069,959
All Optionees........... 134,074 100.0% 52.00 4/27/04 0 4,384,555 11,111,329
</TABLE>
- --------
(a) Options were awarded on April 28, 1994 and are exercisable on April 28,
1995.
(b) Under the 1988 Stock Option Plan ("1988 Plan"), the Compensation
Committee, in its discretion, may grant stock appreciation rights
("SAR's") to optionees. To date, no such SAR's have been granted. Each
such right will relate to and have the same terms and conditions,
including restrictions, as a specific option granted under the 1988 Plan,
together with such additional terms and conditions as the Compensation
Committee may prescribe.
(c) The exercise price of the options reflects the fair market value of Common
Stock on the date of grant.
(d) No gain to the optionees is possible without appreciation in the stock
price which will benefit all shareholders commensurately. The dollar
amounts under these columns are the result of calculations at the 5% and
10% assumption rates set by the SEC and therefore are not intended to
forecast possible future appreciation of Olin's stock price or to
establish any present value of the options.
The following table sets forth as to the individuals named in the summary
compensation table on page 15, information regarding options exercised during
1994 and the value of in-the-money outstanding options at the end of 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE
SECURITIES UNDERLYING VALUE OF UNEXERCISED,
UNEXERCISED OPTIONS IN-THE-MONEY
SHARES AT 12/31/94 OPTIONS AT 12/31/94(a)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. W. Johnstone, Jr..... 2,247 $ 26,402 140,943 19,338 $427,515 $ 0
D. W. Griffin........... 5,350 95,284 60,560 10,637 193,944 0
J. G. Hascall........... 7,047 105,979 30,360 5,027 104,726 0
L. B. Anziano........... 0 0 11,550 2,708 48,303 0
P. J. Davey............. 1,042 12,113 14,828 3,288 57,506 0
</TABLE>
- --------
(a) Value was computed as the difference between the exercise price and the
$51.50 per share closing price of Olin Common Stock on December 30, 1994,
as reported on the consolidated transaction reporting system for New York
Stock Exchange issues.
16
<PAGE>
LONG TERM INCENTIVE PLAN-AWARDS IN LAST FISCAL YEAR(a)
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE BASED
NUMBER OF PERFORMANCE PLAN(b)
PERFORMANCE OR OTHER PERIOD ---------------------------
SHARE UNITS UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME (#) OR PAYOUT ($) ($) ($)
- ---- ----------- ---------------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
J. W. Johnstone, Jr... 8,628 5 yrs. $44,434 $244,388 $444,342
D. W. Griffin......... 4,746 5 yrs. 24,442 134,430 244,419
J. G. Hascall......... 2,243 5 yrs. 11,552 63,533 115,515
L. B. Anziano......... 1,208 5 yrs. 6,221 34,217 62,212
P. J. Davey........... 1,467 5 yrs. 7,555 41,553 75,551
</TABLE>
- --------
(a) Each performance share unit consists of a phantom share of Common Stock.
Performance share units have a five-year performance cycle. The
Compensation Committee has established a payment schedule which sets forth
the portion of each performance unit to be paid at the end of the
performance cycle if Olin achieves a certain return on shareholders equity
and a certain measure of total return to shareholders compared to a
blended mix of S&P Indices by the time of payout. Payout may occur early
at the end of the third or fourth year of the performance cycle in the
event the five-year performance targets are achieved by those dates. At
the end of the five-year performance cycle, or earlier if the performance
targets are achieved sooner in year three or four, each participant will
receive the portion of each performance share unit earned in accordance
with the payment schedule. The portion of the performance share unit not
earned by the end of the five-year performance cycle will be forfeited.
(b) The payment schedule provides for payouts ranging from 10% to 100% of the
performance units. If the minimum threshold is not reached, no payouts
will occur during the performance cycle. The threshold amount shown in the
table assumes the minimum is achieved. The target amount shown in the
table represents a 55% payout at the end of the performance cycle, which
is the midpoint of the 10-100% range of payouts in the payment schedule.
The maximum amount shown in the table reflects a 100% payout. The value of
performance share units on payout is dependent upon the fair market value
of Common Stock at the time of payout. For purposes of calculating the
dollar value of the share units in the table, the $51.50 per share closing
price of Common Stock on December 30, 1994 as reported on the consolidated
transaction reporting system of the New York Stock Exchange was utilized.
17
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
OLIN CORPORATION, S&P 400 INDEX AND S&P CHEMICALS INDEX(a)
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
Olin 100 66 74 88 100 109
S&P 400 100 99 130 137 149 155
S&P Chemicals 100 85 111 121 136 157
- ----------
(a) $100 invested on December 31, 1989 in stock or index, including
reinvestment of dividends.
Source: Standard & Poor's Compustat
COMPARISON OF THREE YEAR CUMULATIVE TOTAL RETURN
OLIN CORPORATION, S&P 400 INDEX AND S&P CHEMICALS INDEX(a)
1991 1992 1993 1994
---- ---- ---- ----
Olin 100 119 135 147
S&P 400 100 106 115 120
S&P Chemicals 100 110 122 142
- ----------
(a) $100 invested on December 31, 1991 in stock or index, including
reinvestment of dividends.
Source: Standard & Poor's Compustat
18
<PAGE>
EXECUTIVE AGREEMENTS
Each of the executive officers named in the table on page 15, and nine other
employees have agreements with Olin which provide, among other things, that in
the event of a covered termination of employment (which could include, among
other things, termination of employment other than for cause and termination at
the election of the individual to leave Olin under certain circumstances), the
individual will receive a lump sum payment from Olin equal to 12 months salary
plus the greater of (a) average incentive compensation award from Olin during
the three years preceding the termination or (b) the then standard annual
incentive compensation award, less any amounts payable under existing severance
or disability plans of Olin. In the event that a "Change in Control" of Olin
occurs, and there is a covered termination, the individual will receive twice
the severance payment or in the case of the Chief Executive Officer and the
President three times. Pension credit and insurance coverage would be afforded
for the period reflected in the severance payment. The agreements also provide
for certain outplacement services. The agreements will expire on September 30,
1999, unless prior to that date there is a "Change in Control" of Olin, in
which event they will expire on the later of September 30, 1999 or three years
following the date of the "Change in Control". A "Change in Control" would
occur if Olin ceases to be publicly owned; 20% or more of its voting stock is
acquired by others (other than an Olin employee benefit plan); the incumbent
Directors and their designated successors cease over a two-year period to
constitute a majority of the Board; or all or substantially all of Olin's
business is disposed of in a transaction in which Olin is not the surviving
corporation or Olin combines with another company and is the surviving
corporation (unless Olin shareholders following the transaction own more than
50% of the voting stock or other ownership interest of the surviving entity or
combined company). Each agreement provides that the individual agrees to remain
in Olin's employ for six months after a "Potential Change in Control" of Olin
has occurred. The agreements provide that payments made thereunder or under any
change in control provision of an Olin compensation or benefit plan which are
subject to "excess parachute payment" tax will be increased so that the
individual will receive a net payment equal to that which would have been
received if such tax did not apply. Certain of Olin's benefit and compensation
plans also contain "change-in-control" provisions.
RETIREMENT BENEFITS
The Olin Non-Bargaining Pension Plan, together with two supplementary plans
(collectively, the "Pension Plan"), provide for fixed benefits upon retirement.
The normal retirement age is 65, but early retirement is available after
attainment of age 55 with at least 10 years of service at a reduced percentage
of the normal retirement allowance (100% is payable if early retirement is at
age 62). Directors who are not also employees of Olin are not eligible to
participate in the Pension Plan. The Olin Non-Bargaining Pension Plan is a tax-
qualified plan, and benefits are payable only with respect to current
compensation. Under one of the supplementary plans mentioned above, Olin pays a
supplemental pension, based on the formula described in the next succeeding
paragraph, on deferred compensation (including deferred incentive
compensation). Under the other supplementary plan, Olin will pay employees
affected by the limitations imposed by the Internal Revenue Code on qualified
plans a supplemental pension in an annual amount equal to the reduction in
pensions resulting from such limitations.
"Compensation" for purposes of the Pension Plan represents average cash
compensation per year (salary and bonus shown in the cash compensation table on
page 15) received for the highest three years during the ten years up to and
including the year in which an employee retires. The normal retirement
allowance is 1.5% of "Compensation" as so defined multiplied by the number of
years of benefit service, less an amount of the employee's primary Social
Security benefit not to exceed 50% of such benefit.
19
<PAGE>
Under the Senior Executive Pension Plan (the "Senior Plan"), Olin will pay
retirement benefits to certain senior executives upon their retirement after
age 55, which benefits are reduced if retirement is prior to age 62. Under the
Senior Plan, the maximum benefit will be 50% of "Compensation" (as defined
above), less payments from the Pension Plan, any other Olin pension, pension
benefits from other employers, and Social Security benefits, as set forth
above. Subject to the above limitations, benefits will accrue at the rate of 3%
for each year of service in a senior executive position. The Senior Plan will
also provide benefits to the executive's surviving spouse equal to 50% of the
executive's benefits. Payment of benefits under the Senior Plan is not
automatic, notwithstanding satisfaction of its service requirements, but is
subject to Plan provisions regarding suspension of benefit accruals and
cessation of benefits. The Compensation Committee may remove a participant from
the Senior Plan for cause as defined in the Plan, and no payments will be made
if the participant voluntarily terminates employment without the committee's
consent.
The Olin Non-Bargaining Pension Plan provides that if, within three years
following a "Change in Control" of Olin, any corporate action is taken or
filing made in contemplation of, among other things, a Plan termination or
merger or other transfer of assets or liabilities of the Plan, and such
termination, merger or other event thereafter takes place, Plan benefits would
automatically be increased for affected participants (and retired participants)
to absorb any Plan surplus.
Each of the Senior Plan and the two supplementary plans mentioned above
provides that in the event of a "Change in Control", Olin will pay each
participant a lump sum amount sufficient to purchase an annuity which (together
with any monthly payment provided under trust arrangements or other annuities
established or purchased by Olin to make payments under such plan) will provide
the participant with the same monthly after-tax benefit as the participant
would have received under the plan, based on benefits accrued thereunder to the
date of the "Change in Control". The agreements described under "Executive
Agreements" above provide that an executive officer who is less than age 55 at
the time of a "Change in Control" will, for purposes of calculating the above
lump sum payment under the Senior Plan, be treated as if he had retired at age
55, with the lump sum payment being calculated on the basis of service to the
date of a "Change in Control".
The following table shows the maximum combined amounts payable annually on
normal retirement under the Pension Plan and Senior Plan. Such amounts will be
reduced by Social Security benefits and the other offsets described above.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 200,000......................... $ 90,000 $100,000 $100,000 $100,000 $105,000
300,000......................... 135,000 150,000 150,000 150,000 157,500
400,000......................... 180,000 200,000 200,000 200,000 210,000
500,000......................... 225,000 250,000 250,000 250,000 262,500
600,000......................... 270,000 300,000 300,000 300,000 315,000
700,000......................... 315,000 350,000 350,000 350,000 367,500
800,000......................... 360,000 400,000 400,000 400,000 420,000
900,000......................... 405,000 450,000 450,000 450,000 472,500
1,000,000......................... 450,000 500,000 500,000 500,000 525,000
1,100,000......................... 495,000 550,000 550,000 550,000 577,500
1,200,000......................... 540,000 600,000 600,000 600,000 630,000
</TABLE>
20
<PAGE>
Credited years of service for the named executive officers as of December 31,
1994 are as follows: Mr. Johnstone, 15.6 years of total benefit service under
the Pension Plan (15.6 years under the Senior Plan); Mr. Griffin, 33.6 years
(13.8 years under the Senior Plan); Mr. Hascall, 34.4 years (14.9 years under
the Senior Plan), Mr. Anziano, 21.1 years (7.0 years under the Senior Plan) and
Mr. Davey, 22.4 years (11.5 years under the Senior Plan).
DEFERRALS
Under Olin's compensation plans and arrangements, all participants therein,
including directors, may defer payment of salaries, director compensation and
incentive compensation to cash and phantom stock accounts. Individuals with
such deferred accounts (including deferred directors' compensation) currently
may borrow from Olin at market interest rates up to 50% of the value of their
deferred phantom stock accounts and up to 100% of their deferred cash accounts.
The term of the loan is selected by the individual but all loans mature at
termination of employment or service as a director.
21
<PAGE>
ITEM II--PROPOSAL TO APPROVE AMENDMENTS TO THE OLIN SENIOR MANAGEMENT INCENTIVE
COMPENSATION PLAN
The Board of Directors proposes that, in order to comply with the
requirements of the Omnibus Budget Reconciliation Act of 1993 ("Budget Act"),
the shareholders approve certain amendments ("SMICP Amendments") to the Olin
Senior Management Incentive Compensation Plan (the "Plan") which is
administered by the Compensation Committee. The Plan provides for cash bonus
awards ("Incentive Awards") to participants, who are employees selected by the
Compensation Committee, the amount of which is determined by the degree to
which the Company meets certain pre-determined financial targets known as
performance measures. Performance measures are selected and set by the
Compensation Committee for each fiscal year. The Plan currently provides for up
to six different financial measures which may be utilized as performance
measures in determining Incentive Awards. These six performance measures were
approved by the shareholders when the Plan was adopted at the 1994 Annual
Meeting of Shareholders in compliance with the Budget Act. The Compensation
Committee proposes to amend the Plan to add a seventh performance measure--
namely Economic Value Added. No other modifications to the Plan are being
proposed.
The Budget Act denies the Company the tax deduction for certain compensation
in excess of $1 million per year paid by the Company to certain highly
compensated officers. Certain types of compensation, including compensation
based on shareholder-approved performance measures, are excluded from this
deduction limit. In order for compensation to qualify for this exclusion, among
other things, the performance measures must be disclosed to and approved by
shareholders in a separate vote prior to payment of any Incentive Award based
upon the performance measure. Currently, Economic Value Added is not among the
performance measures approved by shareholders under the Plan. If adopted by the
shareholders, the SMICP Amendments will permit the Compensation Committee to
use Economic Value Added as an additional performance measure and ensure that
Incentive Awards based upon Economic Value Added would be eligible for the
exclusion from the $1 million deduction limit. If the SMICP Amendments are not
adopted, Economic Value Added will not be used as a performance measure for
Incentive Awards under the Plan.
On February 23, 1995, the Compensation Committee adopted the SMICP
Amendments, subject to, and effective upon, the approval by shareholders at the
1995 Annual Meeting and the Board recommends that the shareholders approve the
SMICP Amendments.
The Plan is proposed to be amended as follows:
(1) The definition of "Performance Measures" contained in Section 2 of
the Plan is proposed to be amended solely to add Economic Value Added
as a performance measure and to read thereby in its entirety as
follows:
"Performance Measures" shall mean for a fiscal year Pre-Tax Profit and
Earnings Per Share; provided that the Committee may in lieu of, or in
addition to, Pre-Tax Profit and/or Earnings Per Share designate one or
more of the following as additional, alternative or substitute
Performance Measures: Cash Flow, Economic Value Added, ROE, Return on
Capital and RONA provided such designation would not subject any
Incentive Award to Section 162(m).
(2) The following new definition is proposed to be inserted into Section
2 of the Plan in appropriate alphabetical order:
"Economic Value Added" means the Company's consolidated sales less its
operating costs (including tax) less a capital charge based on the
Company's cost of capital on assets employed in the business.
22
<PAGE>
If the SMICP Amendments are adopted by the shareholders, Economic Value Added
would be available as a performance measure for 1996 Incentive Awards and not
for any Incentive Awards granted prior to that time. The amount of Incentive
Awards to be awarded under the Plan as a result of the SMICP Amendments
becoming effective for 1996 Incentive Awards is indeterminable because
Incentive Awards are based upon the Company's annual performance which has not
yet occurred and because the Compensation Committee has not determined the
Incentive Awards or performance measures for 1996 (subject to the maximum limit
contained in the Plan). For 1994, Incentive Awards were paid to Messrs.
Johnstone and Griffin, who were the only participants in 1994 in the Plan, in
the amount of $520,000 and $316,000, respectively. These amounts are included
in the bonus column contained in the Summary Compensation Table on page 15 of
this Proxy Statement. The performance measures for the 1994 and 1995 Incentive
Awards are Pre-Tax Profit and Earnings Per Share.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENTS TO
THE OLIN SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN.
ITEM III--APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of KPMG Peat Marwick LLP as
independent auditors of Olin for the year 1995. The appointment of this firm
was recommended to the Board by its Audit Committee.
The submission of this matter to shareholders at the Annual Meeting is not
required by law or by the By-laws. The Board of Directors of Olin is,
nevertheless, submitting it to the shareholders to ascertain their views. If
this appointment is not ratified at the Annual Meeting, the Board of Directors
intends to reconsider its appointment of KPMG Peat Marwick LLP as independent
auditors.
A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting and will have an opportunity to make a statement if he or she
desires to do so, and to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF KPMG PEAT MARWICK LLP AS OLIN'S INDEPENDENT AUDITORS FOR 1995.
ITEM IV--SHAREHOLDER PROPOSAL
Olin has been advised that a shareholder proposal will be introduced at the
Annual Meeting by Mr. William Steiner, 4 Radcliff Drive, Great Neck, New York
11024, who states that he holds 400 shares of Olin Common Stock. His proposal
and statement of support follows:
"RESOLVED, that the stockholders of the Company request that the Board of
Directors take the necessary steps, in accordance with state law, to declassify
the Board of Directors so that all directors are elected annually, such
declassification to be effected in a manner that does not affect the unexpired
terms of directors previously elected."
SUPPORTING STATEMENT
"The election of directors is the primary avenue for stockholders to
influence corporate governance policies and to hold management accountable for
its implementation of those policies. I believe that the classification of the
Board of Directors, which results in only a portion of the Board being elected
annually, is not in the best interests of the Company and its stockholders.
The Board of Directors of the Company is divided into three classes serving
staggered three-year terms. I believe that the Company's classified Board of
Directors maintains the incumbency of the current Board and therefore of
current management, which in turn limits management's accountability to
stockholders.
23
<PAGE>
The elimination of the Company's classified Board would require each new
director to stand for election annually and allow stockholders an opportunity
to register their views on the performance of the Board collectively and each
director individually. I believe this is one of the best methods available to
stockholders to insure that the Company will be managed in a manner that is in
the best interests of the stockholders.
As a founding member of the Investors Rights Association of America I believe
that concerns expressed by companies with classified boards that the annual
election of all directors could leave companies without experienced directors
in the event that all incumbents are voted out by stockholders, are unfounded.
In my view, in the unlikely event that stockholders vote to replace all
directors, this decision would express stockholder dissatisfaction with the
incumbent directors and reflect the need for change.
I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION"
STATEMENT OF THE BOARD OF DIRECTORS
IN OPPOSITION TO THIS SHAREHOLDER PROPOSAL
At Olin's 1985 Annual Meeting of Shareholders, the shareholders approved by a
70% affirmative vote of the outstanding shares an amendment to Olin's Articles
of Incorporation ("Articles") providing, among other things, that the Board be
divided into three classes of directors serving staggered three-year terms.
Olin's 1985 Proxy Statement contained a discussion of the reasons for the
classified Board structure. The Board believes that those reasons are still
valid and that a classified board continues to be in the best interest of all
shareholders.
A classified Board offers a number of advantages. The staggered election of
Directors is intended to assure continuity and stability of Olin's directions
and policies by assuring that the majority of the Directors at any given time
will have prior experience as Directors and knowledge of Olin's businesses and
strategy. This continuity is particularly important for Olin because of the
cyclicality of its businesses. The continuity of leadership created by a
classified board helps to create long-term value for shareholders.
The classified Board also provides an effective balance between the desire
for continuity and the need for accountability. Accountability of the Board is
achieved by shareholders through their selection of responsible, experienced
and respected individuals as directors and is not determined by the length of a
director's term. Approximately one-third of Olin's directors squarely face the
vote of the shareholders every year and the proponent of the proposal
underestimates the impact on Olin of the failure of any nominee to be re-
elected. Olin is not aware of any evidence to support the assertion by the
proponent of this proposal that Directors elected for a three-year term are
less accountable to shareholders.
The Board believes the classified Board structure also reduces the ability of
a third party to effect a sudden or surprise change in the direction of the
Company without the support of the incumbent Board and thereby encourages any
person who might seek to acquire control of Olin to initiate arms-length
negotiations with Olin's management and Board of Directors. This gives the
Board the time it would need to evaluate any proposal, study alternatives and
help ensure the best result for all shareholders. Although the classified Board
structure could possibly have the effect of discouraging, or delaying, certain
takeover attempts, the Board believes that the statutory obligations of
Directors to the shareholders and the benefits of protecting the Board's
ability to negotiate fair terms for all shareholders with the proponent of an
unfriendly or unsolicited takeover proposal, outweigh any perceived
disadvantages of discouraging such proposals.
24
<PAGE>
Certain institutional investors, including the Teachers Insurance and Annuity
Association-College Retirement Equities Fund, agree that a classified Board is
in full accordance with the principles of good corporate governance, and have
recognized and supported the right of a Board to organize its functions and its
business in the manner it deems most efficient. A classified board structure
has been adopted by many major corporations, and, in fact, approximately 285 of
the Fortune 500 companies comprising the 1994 Standard & Poor's 500 Stock Price
Index provide for the election of their directors in this manner.
The Board continues to believe that a classified Board is appropriate and
prudent in protecting the best interests of all shareholders. Nothing has led
the Board to conclude otherwise.
Under Virginia law, a vote in favor of this shareholder proposal is only an
advisory recommendation to the Board that it take the necessary steps to amend
the Articles consistent with the shareholder proposal. Virginia law requires
that any amendment to the Articles to permit the annual election of directors
must first be approved by the Board and then submitted to the shareholders for
a vote. The Board has not approved the shareholder proposal. Any submission to
the shareholders of an amendment to the Articles also requires a vote of at
least a majority of the shares entitled to vote on the matter unless the Board
requires a higher amount.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THIS SHAREHOLDER PROPOSAL.
MISCELLANEOUS
Olin will pay the entire expense of this solicitation of proxies.
Georgeson & Company Inc., New York, New York, will solicit proxies by
personal interview, mail, telephone and telegraph, and will request brokerage
houses and other custodians, nominees and fiduciaries to forward soliciting
material to the beneficial owners of the Common Stock held of record by such
persons. Olin will pay Georgeson & Company Inc. a fee of $10,500 covering its
services and will reimburse Georgeson & Company Inc. for payments made to
brokers and other nominees for their expenses in forwarding soliciting
material. In addition, proxies may be solicited by personal interview,
telephone and telegram by Directors, officers and employees of Olin.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented to Olin's 1996 Annual
Meeting of Shareholders must be received at Olin's principal executive offices
by November 15, 1995 for inclusion in Olin's proxy statement and form of proxy
for that meeting. All such proposals must be in writing and addressed to the
Corporate Secretary, Olin Corporation, 120 Long Ridge Road, Stamford, CT 06904.
By order of the Board of Directors:
Johnnie M. Jackson, Jr.
Secretary
Dated: March 14, 1995
25
<PAGE>
LOGO PRINTED ON RECYCLED PAPER
<PAGE>
PROXY
OLIN CORPORATION
120 LONG RIDGE RD., STAMFORD, CT 06904
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
WILLIAM W. HIGGINS, DONALD W. GRIFFIN, and
JOHN W. JOHNSTONE, JR., or any of them, with
full power of substitution, are hereby
appointed proxies to vote all Common Stock
of the undersigned in Olin Corporation which
the undersigned would be entitled to vote on
all matters which may come before the Annual
Meeting of Shareholders to be held at
Stamford, Connecticut, on April 27, 1995, at
10:30 a.m. and at any adjournment.
This Proxy will be voted as directed by
the shareholder on the items listed on the
reverse side. IF NO CONTRARY DIRECTION IS
SPECIFIED, THIS PROXY WILL BE VOTED FOR
ITEMS 1, 2 AND 3 AND AGAINST ITEM 4. Should
any nominee be unable to serve, this Proxy
may be voted for a substitute selected by
the Board of Directors.
COMMENTS/ADDRESS CHANGE: PLEASE MARK BOX ON REVERSE SIDE
PLEASE COMPLETE AND SIGN THIS PROXY ON THE REVERSE SIDE, WHERE IT IS CONTINUED,
THEN RETURN IT IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------
FOLD AND DETACH HERE
[INSERT MAP HERE]
<PAGE>
[X] Please mark
your votes
this way
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3
AND AGAINST ITEM 4.
WITHHELD
FOR FOR ALL
Item 1--Approval of the [_] [_]
Election of the
following nominees
as Directors:
William J. Alley,
Suzanne D. Jafte,
John W. Johnstone, Jr.,
Jack D. Kuehler,
William L. Read
and Irving Shain
WITHHELD FOR: (Write that
nominee's name in the space
provided below).
- -------------------------------------
FOR AGAINST ABSTAIN
Item 2--Approval of [_] [_] [_]
amendments to
the Olin Senior
Management Incentive
Compensation Plan
FOR AGAINST ABSTAIN
Item 3--Ratification of [_] [_] [_]
appointment of
independent
auditors
Item 4--Shareholder [_] [_] [_]
proposal regarding
classified board
WILL ATTEND MEETING [_]
COMMENTS/ADDRESS CHANGE [_]
(use space on reverse side)
Signature(s) __________________________ Date _______________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such
FOLD AND DETACH HERE
OLIN CORPORATION
120 LONG RIDGE ROAD, STAMFORD, CONNECTICUT 06904
Dear Shareholder:
You are invited to attend our 1995 Annual
Meeting of Shareholders at 10:30 a.m. on
Thursday, April 27th at Olin's offices at
120 Long Ridge Road, Stamford, Connecticut.
This is your admission card. If you plan to
attend, please mark the box on your proxy.
Be sure to bring the card with you to the
Meeting. On the back is a map showing how to
reach our Stamford office by automobile.
Sincerely,
Johnnie M. Jackson, Jr.
Secretary
<PAGE>
CONFIDENTIAL VOTING INSTRUCTIONS
TO THE WACHOVIA BANK OF NORTH CAROLINA, N.A. AS TRUSTEE ("TRUSTEE") UNDER THE
OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN ("CEOP")
- - -
- - -
I hereby instruct the Trustee to vote in person or by proxy all Common
Stock and ESOP Preferred Shares of Olin Corporation ("Olin") credited to me
which I am entitled to vote under the CEOP at the Annual Meeting of Shareholders
of Olin to be held on April 27, 1995, and at any adjournment, (a) on the
following matters, as indicated below, or if a contrary choice is not indicated,
then FOR Items 1, 2, and 3 and AGAINST Item 4 and (b) on any other mater which
may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, AND 3
AND AGAINST ITEM 4.
Item 1--Election of the following FOR WITHHELD
as Directors: FOR ALL
William J. Alley [_] [_]
Suzanne D. Jaffe
John W. Johnstone, Jr.
Jack D. Kuehler
William L. Read
Irving Shain
WITHHELD FOR: (Write that nominee's name
in the space provided below).
- ----------------------------------------
Item 2--Approval of amendments to FOR AGAINST ABSTAIN
the Olin Senior Management [_] [_] [_]
Incentive Compensation Plan
Item 3--Ratification of appointment FOR AGAINST ABSTAIN
of independent auditors [_] [_] [_]
Item 4--Shareholder proposal FOR AGAINST ABSTAIN
regarding classified board. [_] [_] [_]
PLEASE MARK, DATE, SIGN EXACTLY AS YOUR NAME APPEARS ABOVE, AND RETURN THIS FORM
IN THE ENCLOSED ENVELOPE TO THE WACHOVIA BANK of NORTH CAROLINA, N.A., EMPLOYEE
BENEFIT PLANS DEPT., P.O. BOX 3099, WINSTON-SALEM, NC 27199-2212. Common Stock
and ESOP Preferred Shares credited to participants' account for which no written
instruction is received by the Trustee before the meeting date will be voted in
the same proportion as instructed shares of that class. ESOP Preferred Shares
not credited to participants' accounts will be voted by the Trustee in the same
proportion as credited ESOP Preferred Shares for which the Trustee receives
instructions. This form constitutes a direction to so vote.
<PAGE>
GRAPHICS APPENDIX LIST
PAGE WHERE
GRAPHIC
APPEARS DESCRIPTION OF GRAPHIC OR CROSS REFERENCE
- --------------------------------------------------------------------------------
Front of Proxy Card Map to Shareholders meeting
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
3-4 Photos of nominees for Three-year terms
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expiring in 1998:
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John W. Johnstone, Jr.
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Jack D. Kuehler
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William L. Read
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4 Photo of nominee for Three-year term expiring in
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1996: William J. Alley
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4 Photo of nominee for Three-year term expiring in
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1997:
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Suzanne D. Jaffe
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5 Photos of Directors whose terms continue until 1996:
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Donald W. Griffin
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H. William Lictenberger
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George Jackson Ratcliffe, Jr.
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6 Photos of Directors whose terms continue
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until 1997:
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Robert R. Frederick
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William W. Higgins
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John P. Schaefer
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