SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 27, 1996
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(Date of earliest event reported)
OLIN CORPORATION
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(Exact name or registrant as specified in its charter)
Virginia 1-1070 13-1872319
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(State or other (Commission (I.R.S. Employer
jurisdiction or File Identification
organization) Number) Number)
501 Merrit 7
Norwalk, Connecticut 06851
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(Address of principal executive offices) (Zip Code)
(203) 750-3000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On January 25, 1996, the Board of Directors of Olin
Corporation (the "Company") approved a shareholder rights plan (the
"Rights Plan") which is to take effect at the close of business on
February 27, 1996, at which time the Company's shareholder rights plan
currently in effect (the "1986 Plan") will expire. The 1986 Plan has
been in effect since February 27, 1986.
The following description of the Rights Plan is qualified in
its entirety by reference to the Rights Agreement dated as of February
27, 1996, filed as Exhibit 99 hereto.
The Rights Plan will be implemented by the issuance of one
nonvoting Preferred Stock Purchase Right (a "Right") for each share of
Common Stock, par value $1 per share, of the Company outstanding at
the close of business on February 27, 1996, or issued thereafter until
the Rights become exercisable. Each Right will entitle the holder in
certain events to purchase one-thousandth (1/1000) of a share of
Series A Participating Preferred Stock, without par value (the
"Preferred Stock"), of the Company, at an initial exercise price of
$240. Each thousandth of a share of Preferred Stock is entitled to
vote and to participate in
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dividends and other distributions on an equivalent basis
with one whole share of Common Stock.
Initially, the Rights will be attached to the Common Stock
and will not be exercisable. The Rights will become exercisable and
separately transferable if any person or group becomes an "Acquiring
Person" by acquiring more than 15% of the outstanding Common Stock or,
if a tender offer for more than 15% of the outstanding Common Stock is
announced or commenced. If any person becomes an Acquiring Person, the
Rights will entitle all holders, other than the Acquiring Person, to
purchase the Preferred Stock at a substantial discount to its market
value. In addition, if a merger occurs with an Acquiring Person,
holders of Rights (other than the Acquiring Person) will be able to
purchase shares of the Acquiring Person at a substantial discount.
The Rights are redeemable by the Board of Directors of the
Company at a redemption price of $.01 per Right any time prior to the
earlier of (a) such time as there shall be an Acquiring Person and (b)
the expiration date of the Rights. The Rights will expire on the tenth
anniversary of the effective date of the Rights Agreement, unless
earlier redeemed.
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Item 7. Financial Statements
c. Exhibits
99 Rights Agreement dated as of February 27,
1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
OLIN CORPORATION
by /s/ Johnnie M. Jackson, Jr.
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Name: Johnnie M. Jackson, Jr.
Title: Vice President, General
Counsel and Secretary
Date: February 21, 1996
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Exhibit Index
Exhibit No. Exhibit Page No.
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99 Rights Agreement dated as of
February 27, 1996 (incorporated
herein by reference to Exhibits
1, 2 and 3 of Form 8-A of the
Company filed with the
Securities and Exchange
Commission the date hereof).
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