<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:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] 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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
PRELIMINARY COPY
LOGO
501 MERRITT 7, NORWALK, CONNECTICUT 06856-4500
March 11, 1997
Dear Olin Shareholder:
You are cordially invited to attend our 1997 Annual Meeting of Shareholders
at 10:30 a.m. on Thursday, April 24th. The meeting will be held at the GTE
Norwalk Center, 32 Weed Avenue, Norwalk, Connecticut.
You will find information about the meeting in the enclosed Notice and Proxy
Statement.
Mr. William L. Read, who has reached age 70, is retiring from the Board of
Directors on April 24, 1997. Mr. Read joined Olin's Board in 1986. We are
grateful to Mr. Read for his steadfast guidance over the past eleven years.
We are pleased to announce that Mr. Richard E. Cavanagh, who was elected to
the Board in July 1996, is a nominee for the first time. Mr. Cavanagh is
President and Chief Executive Officer of The Conference Board, Inc.
Additionally, we are happy to report that Mr. Robert Holland, who served as an
Olin director from 1986 to 1995, is also a nominee this year.
Whether or not you plan to attend, 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/ Donald W. Griffin
DONALD W. GRIFFIN
Chairman, President 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
Norwalk, Connecticut
March 11, 1997
The Annual Meeting of Shareholders of OLIN CORPORATION will be held at the
GTE Norwalk Center, 32 Weed Avenue, Norwalk, Connecticut, on Thursday, April
24, 1997, at 10:30 a.m., local time, to consider and act upon the following:
(1)The election of five Directors.
(2) Approval of an Amendment to the Restated Articles of Incorporation of
the Corporation to increase the number of authorized shares of Common
Stock from 60,000,000 to 120,000,000.
(3)Ratification of the appointment of independent auditors for 1997.
(4) Such other business as may properly come before the meeting or any
adjournment.
The Board of Directors has fixed February 27, 1997 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 24, 1997
This Proxy Statement is furnished to the shareholders of Olin Corporation
("Olin" or "Company") 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 24, 1997, and at any adjournment thereof.
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, for approval of the Amendment to
the Restated Articles of Incorporation of the Corporation as set forth below
and in favor of the ratification of the appointment of independent auditors.
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.
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 501 Merritt 7, PO Box
4500, Norwalk, CT 06856-4500. This Proxy Statement and the related proxy card
are being mailed to shareholders beginning on or about March 11, 1997.
SHARES OUTSTANDING AND ENTITLED TO VOTE
The close of business on February 27, 1997 has been fixed as the record date
for the meeting and any adjournment thereof. As of that date, there were
approximately xxxx shares of Olin common stock, $1 par value ("Common Stock"),
outstanding, each of which is entitled to one vote. Of those shares of Common
Stock outstanding, approximately xxxx shares were held in the Olin Common Stock
Fund of the Olin Corporation Contributing Employee Ownership Plan ("CEOP"), all
of which are held by Wachovia Bank of North Carolina, N.A. ("Wachovia") as the
Trustee of the CEOP. Each individual participating in the CEOP is entitled to
instruct the Trustee how to vote all shares of Common Stock credited to the
individual through the individual's contributions and through matching
contributions by Olin. Shares of Common Stock held in the CEOP for which voting
instructions are not received from CEOP participants or which are not credited
to participants' accounts are voted by the Trustee in the same proportion as
shares of Common Stock for which the Trustee has received instructions.
ChaseMellon Shareholder Services, LLP ("CMSS") is Olin's registrar and
transfer agent. For holders of Common Stock who participate in the Automatic
Dividend Reinvestment Plan offered by CMSS, CMSS 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, CMSS will not vote
Dividend Reinvestment shares of such participant.
<PAGE>
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 as of December 31, 1996.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL BENEFICIAL PERCENT
OWNER OWNERSHIP OF CLASS
------------------------------ ---------- --------
<S> <C> <C>
Franklin Resources, Inc. 3,566,600(a) 7.1
777 Marinero Island Boulevard
San Mateo, CA 94404
Scudder, Stevens & Clark, Inc. 3,200,362(b) 6.4
345 Park Avenue
New York, NY 10154
Travelers Group Inc. 2,993,777(c) 5.9
388 Greenwich Street
New York, NY 10013
FMR Corp. 2,742,700(d) 5.49
82 Devonshire Street
Boston, MA 02109
</TABLE>
- --------
(a) Franklin Resources, Inc. ("FRI") has advised Olin in a Schedule 13G filing
that the shares are owned by one or more open or closed-end investment
companies or other managed accounts which are advised by direct or
indirect investment subsidiaries ("Adviser Subsidiaries") of FRI and such
advisory contracts grant to such Adviser Subsidiaries all voting and
investment power over such shares.
(b) Scudder, Stevens & Clark, Inc., a registered investment adviser, has
advised Olin in a Schedule 13G filing that it has sole dispositive power
with respect to the shares, has sole power to vote with respect to
640,750 shares, and shared power to vote with respect to 2,370,900
shares.
(c) Travelers Group Inc. has advised Olin in an amended Schedule 13G filing
that it and its wholly owned subsidiary, Smith Barney Holdings Inc., have
shared voting and shared dispositive power with respect to 2,993,777
shares. They disclaim beneficial ownership of all such shares.
(d) Olin has been advised in an amended Schedule 13G filing as follows with
respect to these shares: Fidelity Management & Research Company
("Fidelity") and Fidelity Management Trust Company ("FMTC") beneficially
own 2,708,900 and 33,800 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 2,708,900 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, each has sole dispositive
power over 33,800 shares, sole voting power over 16,200 shares and no
voting power with respect to 17,600 of the shares.
2
<PAGE>
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 2000", have
been nominated by the Board for election as Class III Directors to serve until
the 2000 Annual Meeting of Shareholders and until their successors have been
elected. In addition, Mr. Richard E. Cavanagh has been nominated by the Board
for election as a Class I Director to serve until the 1998 Annual Meeting of
Shareholders and until his successor has been elected. The terms of the other
directors will continue after the meeting as indicated below.
Under the director retirement policy of Olin, William L. Read, a Class I
Director, who has reached age 70, will retire effective April 24, 1997.
Each of the nominees (other than Mr. Holland) 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.
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.
CLASS III
NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 2000
[PHOTO] WILLIAM W. HIGGINS, 61, is Chairman, and a director of the
Greenwich Emergency Medical Service, Greenwich, CT. Mr.
Higgins retired as a Senior Vice President of The Chase
Manhattan Bank, N.A. and a senior credit executive of its
Institutional Bank in December 1990. He joined the bank in
1959 after receiving a B.A. degree from Amherst College and an
M.B.A. 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. 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, Connecticut. Olin
director since 1964.
[PHOTO] ROBERT HOLLAND, JR., 55, is Chairman of the Board of ROKHER-J,
Inc., a holding company, an office he also held, in addition
to the position of chief executive officer of such company,
during the period 1984-1987. From January 1995 to October
1996, he served as President and Chief Executive Officer of
Ben & Jerry's Homemade, Inc. From 1986 to 1995, he was also a
member of Olin's Board of Directors. From 1988 to 1990, he was
Vice President of Business Development and from 1990 to 1991
was Chairman of the Board of Gilreath Manufacturing, Inc. Mr.
Holland was an independent business acquisition consultant
from 1981 to 1984, a consultant with McKinsey & Company, Inc.
from 1968 to 1981 and a partner from 1975 to 1981. He is a
Director of A. C. Nielsen,
3
<PAGE>
Ben & Jerry's Homemade, Inc., Frontier Corporation and
Trumark, Inc., a trustee of Mutual of New York, Chairman of
the Board of Trustees, Spelman College, Atlanta, Georgia and a
Trustee of Atlanta University Center. Mr. Holland is also a
director of the Harlem Junior Tennis Program. He holds a B.S.
degree in mechanical engineering from Union College and an
M.S. degree in business administration from the Bernard Baruch
Graduate School of Business.
[PHOTO] SUZANNE D. JAFFE, 53, is a Managing Director of Hamilton &
Company, an investment management consulting firm. From 1985
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. She is a director of AXEL Johnson Inc. Olin
director since 1994.
[PHOTO] JOHN P. SCHAEFER, 62, is President of the Research
Corporation, a foundation, and Chairman of Research
Corporation Technologies, Inc. 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 Ph.D. 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
the Research Corporation and Research Corporation
Technologies, Inc. Olin director since 1982.
CLASS I
NOMINEE FOR THREE-YEAR TERM EXPIRING IN 1998
[PHOTO] RICHARD E. CAVANAGH, 50, is President and Chief Executive
Officer of The Conference Board, a leading research and
business membership organization. He has held this position
since November 1995. Previously, he was Executive Dean of the
John F. Kennedy School of Government at Harvard University for
eight years. Prior to the position with Harvard, he spent 17
years with McKinsey & Company, Inc., the international
management consulting firm, where he led the firm's public
issues consulting practice. Mr. Cavanagh is a member of the
Board of Directors and Trustee of 23 BlackRock Mutual Funds.
He is also a Trustee of Wesleyan University and a Director of
Fremont Group. He holds a BA degree from
Wesleyan University and an MBA degree from the Harvard
Business School. Olin director since 1996.
4
<PAGE>
CLASS I
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1998
[PHOTO] JOHN W. JOHNSTONE, JR., 64, retired in April 1996 as Chairman
of the Board of Olin. In 1954, he joined Hooker Chemicals 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 and President of the Chemicals Group
in 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 Technologies, Inc. He is former
Chairman of the Soap and Detergent Association and the
Chemical Manufacturers Association. He is a director of
Phoenix Home Mutual Life Insurance Company, McDermott
International, Inc. and American Brands, Inc. Olin director
since 1984.
[PHOTO] JACK D. KUEHLER, 64, retired in 1993 as Vice Chairman of the
Board of International Business Machines Corporation. He
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, In Focus Systems 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.
5
<PAGE>
CLASS II
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1999
[PHOTO] DONALD W. GRIFFIN, 60, is Chairman, President and Chief
Executive Officer of Olin. He joined Olin in 1961 and from
1963 served in a variety of Brass Division marketing
positions, including director of international business
development and vice president, marketing. In 1983, he was
elected a corporate Vice President and President of the Brass
Group. In 1985, he was named President of the Winchester
Group; in 1986, President of the Defense Systems Group; in
1987, Executive Vice President; in 1993, Vice Chairman-
Operations; in 1994, President and Chief Operating Officer; in
January 1996, Chief Executive Officer; and in April 1996,
Chairman. 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 A. C. Nielsen, Rayonier Inc. and Rayonier Forest
Products 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 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.
[PHOTO] H.WILLIAM LICHTENBERGER, 61, is Chairman and Chief Executive
Officer of Praxair, Inc., a position he assumed in 1992 when
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 a director of Ingersoll-Rand Company. He is on the
Advisory Board of Western Connecticut State University, a
director of the National Association of Manufacturers and a
member of The Business Roundtable. He is Chairman of United
Negro College Fund's Connecticut Corporate Campaign and a
director of the Fairfield County Boy Scouts Advisory Board.
Olin Director since 1993.
[PHOTO] GEORGE JACKSON RATCLIFFE, JR., 61, is Chairman, President and
Chief Executive Officer of Hubbell Incorporated, a position he
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) and member of the Board of Trustees of the
Manufacturers' Alliance for Productivity and Innovation, Inc.
Olin director since 1990.
6
<PAGE>
ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS
ATTENDANCE
During 1996, the Board held eleven meetings. The average attendance by
directors at meetings of the Board and committees of the Board on which they
served was 92%. 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. In April 1996, the Board also established an Ad Hoc
Committee on Corporate Governance.
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
examination 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, on
government and other compliance programs, 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 Ms. Jaffe and Messrs. Cavanagh, Higgins
(chair), Lichtenberger, Read and Schaefer. During 1996, 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. 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 and the Long Term Incentive Plan, issues an
annual report on Executive Compensation that appears in the Proxy Statement,
approves Executive and Change in Control Agreements and reviews plans for
management development and succession. 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. Kuehler, Lichtenberger and Ratcliffe (chair).
During 1996, six meetings of this committee were held.
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
7
<PAGE>
Securities and Exchange Commission ("SEC") proxy rules; and the consent of the
nominee to serve as a director if elected.
The Corporate Responsibility Committee reviews issues of corporate
responsibility in areas that are legally mandated as well as in areas involving
good corporate citizenship. 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 areas, and for setting policy for action
generally expected of a socially responsible corporation. The committee also
reviews and evaluates the investment performance of the pension and CEOP funds;
reviews and approves investment policies with respect to the pension and CEOP
plans; approves the selection of CEOP investment options; approves the
appointment of pension and CEOP trustees and investment managers and their
respective agreements; reviews the funding policies of the pension plans,
consults with, and obtains reports from, the pension and CEOP plans' trustees
and other fiduciaries; elects members to the Benefit Plan Review Committee and
to the committees that administer the pension plans and the CEOP; adopts those
amendments that the Benefit Plan Review Committee (or other duly constituted
committee) has not been delegated the authority to approve and adopt by the
Board, and takes such other actions with respect to pension and CEOP plans for
which authority has not been reserved or delegated to such other administrative
committee by the Board; approves and adopts new qualified and non-qualified
plans; approves terminations of qualified and non-qualified plans; recommends
to the Board changes in the administration of qualified and non-qualified
plans; and reports and makes recommendations to the Board on any other matters
pertaining to the pension, CEOP and other plans which the committee deems
appropriate. The Corporate Responsibility Committee currently consists of Ms.
Jaffe and Messrs. Cavanagh, Johnstone, Read and Schaefer (chair). During 1996,
five meetings of this committee were held.
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. Griffin, Higgins, Johnstone (chair), Kuehler and Ratcliffe. During
1996, five meetings of this committee were held.
The Ad Hoc Committee on Corporate Governance was established to review
current corporate governance trends and issues and recommend to the Board the
adoption of "best practices" most appropriate for the governance of the affairs
of the Board and the Corporation. The Committee consists of Ms. Jaffe and
Messrs. Cavanagh, Higgins, Lichtenberger and Ratcliffe. Mr. R. R. Frederick, a
retired director, was the chair of this committee. During 1996, two meetings of
this committee were held.
COMPENSATION OF DIRECTORS
During 1996, each member of the Board was entitled to an annual retainer of
$25,000, all of which was paid or credited in the form of shares of Common
Stock as provided in the 1994 Stock Plan for Nonemployee Directors (the "1994
Directors Plan"). Generally speaking, the 1994 Directors Plan (i) provides for
the granting annually of 100 shares (204 shares effective January 1, 1997 as a
result of an adjustment for the recent 2-for-1 stock split and spinoff of
Primex Technologies, Inc.) 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 a 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,
(iv) permits such director to elect to receive in the form of shares of Common
Stock the amount
8
<PAGE>
by which the annual retainer exceeds $25,000 ("Excess Retainer") in lieu of
cash for such excess and (v) permits such director to elect to defer any
meeting fees and Excess Retainer paid in cash 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. Deferred shares are
paid out in shares of Common Stock. During 1996, directors who were not
employees of Olin were paid a fee of $1,200 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. Committee chairs also
received a $5,000 annual committee meeting fee.
Effective January 1, 1997, the Board increased the annual retainer to $30,000
and the meeting fee to $1,500 per meeting attended. In addition, in December
1996 the Board terminated the Retirement Plan for Nonemployee Directors
("Directors Retirement Plan") for future directors and certain current
directors and in its stead approved the 1997 Stock Plan for Nonemployee
Directors (the "1997 Directors Plan"). The 1997 Directors Plan became effective
January 1, 1997. In general, the 1997 Directors Plan provides for (i) the
annual grant of 500 shares of Common Stock to each nonemployee director who is
not eligible for any other pension benefits from Olin or who waived his or her
rights with respect to benefits from the Directors Retirement Plan and (ii) the
one-time grant on January 15, 1997 to each active nonemployee director who had
an accrued benefit under the Directors Retirement Plan as of December 31, 1996
and who waived his or her right to benefits from the Directors Retirement Plan
of that number of shares of Common Stock equal to the present value of his or
her accrued benefit under the Directors Retirement Plan as of December 31,
1996. The shares granted to each nonemployee director under the 1997 Directors
Plan are credited to a deferred stock account and such account is paid out in
stock when such director ceases to be a member of the Board. Such director can
elect to extend that automatic deferral period. Deferred accounts under the
1997 Directors Plan will be paid dividend equivalents. Deferred accounts under
the 1994 Directors Plan and 1997 Directors Plan are also paid out if there is a
"Change in Control" as defined in such plans.
Directors who are not officers or employees of Olin are also covered under
the Company's matching gift plan whereby the Company will make a 100% match of
gifts totalling up to $5,000 by the director to an eligible institution.
Directors who are not officers or employees of Olin or one of its subsidiaries
are covered while on Company business under Olin's business travel accident
insurance policy which covers employees of the Company generally.
DIRECTORS RETIREMENT PLAN
Under the Directors Retirement Plan, a director who has completed five years
of service as a nonemployee 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 Directors Retirement 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
Directors Retirement 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
Directors Retirement 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
9
<PAGE>
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.
In December 1996, the Board terminated the Directors Retirement Plan for
current directors who waive their rights to benefits under the Directors
Retirement Plan and for any future directors. All current directors waived
their rights to the Directors Retirement Plan and as a consequence were given a
one-time credit to a deferred stock account on January 15, 1997 of shares of
Common Stock under the 1997 Directors Plan equal in value to the present value
of such director's accrued benefit under the Directors Retirement Plan
determined as of December 31, 1996. Such present value was $90,000, $74,000,
$144,000, $181,000, $144,000, $138,000, $253,000 and $155,000 for Ms. Jaffe and
Messrs. Cavanagh, Higgins, Kuehler, Lichtenberger, Ratcliffe, Read and
Schaefer, respectively.
10
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth the number of shares of Common Stock
beneficially owned by each director and nominee for director, by the
individuals named in the summary compensation table on page 14, and by all
directors and current executive officers of Olin as a group, as reported to
Olin by such persons as of January 15, 1997. Unless otherwise indicated in the
footnotes below, the officers, directors, nominees and individuals had sole
voting and investment power over such shares. Also included in the table are
shares of Common Stock which may be acquired within 60 days.
<TABLE>
<CAPTION>
NO. OF PERCENT OF
COMMON SHARES CLASS OF
BENEFICIALLY COMMON
NAME OF BENEFICIAL OWNER OWNED(A,B) STOCK(C)
------------------------ ------------- ----------
<S> <C> <C>
Richard E. Cavanagh.................................. 3,476 --
Donald W. Griffin.................................... 365,344(d) --
William W. Higgins................................... 258,769(e) --
Robert Holland, Jr................................... 2,000 --
Suzanne D. Jaffe..................................... 7,129 --
John W. Johnstone, Jr................................ 409,958 --
Jack D. Kuehler...................................... 8,997 --
H. William Lichtenberger............................. 7,838 --
G. Jackson Ratcliffe, Jr............................. 9,489 --
William L. Read...................................... 12,350 --
John P. Schaefer..................................... 8,726 --
James G. Hascall..................................... 114,278 --
Michael E. Campbell.................................. 80,585 --
Anthony W. Ruggiero.................................. 31,109 --
Patrick J. Davey..................................... 60,127 --
Leon B. Anziano...................................... 42,890 --
Directors and executive officers as a group, includ-
ing those named above (27 persons).................. 1,789,615 3.4
</TABLE>
- --------
(a) Included in this table with respect to officers are shares credited under
the CEOP. Also included in the case of the incumbent directors (other than
Mr. Griffin) are certain shares of Common Stock credited to deferred
accounts for such directors pursuant to the arrangements described above
under "Compensation of Directors" in the amounts of 3,230 for Mr.
Cavanagh; 8,237 for Mr. Higgins; 5,883 for Ms. Jaffe; 884 for Mr.
Johnstone; 8,997 for Mr. Kuehler; 7,438 for Mr. Lichtenberger; 7,489 for
Mr. Ratcliffe; 11,550 for Mr. Read and 6,348 for Mr. Schaefer. Such shares
so credited to these directors have no voting power.
(b) The amounts shown include shares that may be acquired within 60 days
following January 15, 1997 through the exercise of stock options, as
follows: Mr. Griffin, 202,009; Mr. Johnstone, 312,286; Mr. Hascall,
93,862; Mr. Campbell, 63,738; Mr. Ruggiero, 20,324; Mr. Davey, 47,460; Mr.
Anziano, 29,480; and all directors and executive officers as a group,
including the named individuals, 1,042,591.
(c) Unless otherwise indicated, beneficial ownership of any named individual
does not exceed 1% of the outstanding shares of Common Stock.
(d) Includes 127,766 shares held by a charitable foundation in which Mr.
Griffin is an individual trustee and shares voting and investment power
with Boatmen's Trust Company. Mr. Griffin disclaims beneficial ownership
of such shares.
(e) Includes 18,600 shares held in three trusts of which Mr. Higgins is a co-
trustee, sharing voting and investment power; 84,220 shares held in two
trusts of which his spouse is beneficiary and co-trustee; 66,974 shares
held in five trusts of which Mr. Higgins is co-trustee and his children
are beneficiaries and 79,538 shares held by his spouse. Mr. Higgins
disclaims beneficial ownership of all such shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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,
11
<PAGE>
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, 1996 to December 31, 1996 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners were complied with except Mr. J. Douglas DeMaire, formerly a
Vice President, timely filed a Form 3 in December 1995 on which he
inadvertently forgot to include his aggregate Common Stock holdings in the
Automatic Dividend Reinvestment Plan. This error was corrected in a later
filing.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION AND NOMINATING COMMITTEE ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PROGRAM AS ADMINISTERED IN 1996
As in past years, the Compensation and Nominating Committee ("Compensation
Committee") has established competitive total compensation opportunities (and
each component thereof) for the CEO and other executive officers that are
targeted to the median of a group of 23 companies (the "comparator group") that
are similar in size, scope of operations and represent businesses competing in
the chemicals, metals and defense and aerospace industries. Independent
consultants provide the Committee with an annual assessment of Olin's relative
positions within this comparator group with respect to performance, total
compensation and each component therein:
. annual base salary
. annual incentive bonus
. long term incentive award
Together, these three components comprised the total targeted compensation
opportunity determined by the competitive analysis cited above. Once the total
targeted compensation opportunity is determined for the CEO and the other named
executive officers, the Compensation Committee, also with the advice of outside
consultants, determined the appropriate mix of these three components, again
using the competitive analysis.
As discussed in this report last year, the Company implemented the Economic
Value Added (EVA) business management system beginning in 1996. The annual
incentive bonus plan discussed below was modified to reflect this new
measurement system. Also, the CEO assumed his current responsibilities
effective January 1, 1996 as part of a previously planned and announced
leadership transition plan.
ANNUAL BASE SALARY
The new CEO's base salary was set by the Committee effective January 1, 1996.
It remained unchanged during 1996. Factors considered in setting his salary
included analyses using the comparator group and our median target value, the
salary of the former CEO and the prior salary of the CEO when he was President
and Chief Operating Officer. The foregoing factors were utilized by our outside
consultants in their recommendation to the Committee. His base salary was set
below the median of the comparator group reflecting his newness to the
position.
Also effective January 1, 1996, the two new executive vice presidents had
base salary adjustments reflecting their promotions. The same methodology was
used. The other named executives did not receive base salary increases during
1996.
ANNUAL INCENTIVE BONUS
The EVA annual incentive plan formula was implemented January 1, 1996. This
formula calls for the bonuses of corporate officers to be determined solely on
the basis of EVA performance for the
12
<PAGE>
Corporation versus a previously agreed to target. The award is calculated
solely by reference to the Corporation's financial results and without
reference to any individual's non-financial performance. For 1996, the
Company's actual EVA performance versus the Board set target substantially
exceeded the goal. Under the EVA bonus formula, a bonus multiple is generated
by reference to an EVA performance factor and a target multiplier. This bonus
multiple is then applied to the target bonus set on January 1, 1996 and results
in a "declared bonus" award. Under the bonus plan, the declared bonus award is
then placed into an individual's "bonus bank" from which only a predetermined
portion of the bank balance is actually paid out as the bonus award in a given
year (for 1996, the predetermined payout is 67% of the declared bonus). The
remaining bank balance is deferred, to be paid out over subsequent years if
performance is sustained.
The CEO's bonus is determined under the Senior Management Incentive
Compensation Plan in accordance with the EVA incentive formula. For 1996, under
the EVA bonus formula, the CEO's bonus payout was $702,718, with a bank balance
of $346,115 to be taken into account under the EVA formula in computing his
1997 EVA bonus award.
The actual bonus awards for the Executive Vice Presidents and the Chief
Financial Officer were determined in accordance with the EVA incentive plan.
However, in addition to the EVA incentive awards granted to Michael E.
Campbell, Executive Vice President and Anthony W. Ruggiero, Senior Vice
President and Chief Financial Officer, a discretionary award was granted by the
Committee in the amount of $100,000 to Mr. Campbell and $50,000 to Mr. Ruggiero
for their exceptional contributions to the Company's strategic initiatives. The
other named executives, as Division Presidents, had their EVA performance
weighted 75% Division unit performance and 25% total Company performance.
Otherwise, their actual bonus awards were determined in the same fashion with
EVA performance being the sole determinant of their awards.
LONG TERM INCENTIVE AWARD
As explained earlier, the Compensation Committee determined the long term
incentive award opportunity for each named executive in early 1996. For 1996,
given the change to the EVA based annual incentive bonus plan, the long term
incentive plan was modified to be comprised of stock options only. It was felt
this focus on share value was the strongest and simplest linkage to shareholder
interests. The CEO received a stock option grant in 1996 equivalent to two
times the target value of his long term incentive opportunity. This one-time
double grant was deemed to be warranted owing to the Company's exceptionally
strong 1995 performance and the implementation of the EVA incentive system
focused on increasing shareholder value. All other named executives and all
participants in the long term incentive plan also received stock option grants
equivalent to twice their target value. This option grant vests one-third each
year beginning in 1997.
DEVELOPMENTS LOOKING FORWARD TO 1997
As a result of the strategic initiatives announced during the fourth quarter
of 1996, the Committee has asked its consultants to review the composition of
the comparator group to ensure the appropriate mix of companies and size and
scope of operations to accurately reflect the "new" Olin going forward. Any
resulting actions from the analyses will be communicated in this report next
year.
February 27, 1997 G. JACKSON RATCLIFFE, JR.,
CHAIRMAN
JACK D. KUEHLER
H. WILLIAM LICHTENBERGER
13
<PAGE>
The following table shows for the Chief Executive Officer and the other five
most highly compensated executive officers of Olin cash compensation for the
fiscal years 1994-1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------- ------------------------------
AWARDS(A) PAYOUTS
--------------------- --------
NAME AND PRINCIPAL RESTRICTED SECURITIES
POSITION AS OF OTHER ANNUAL STOCK UNIT UNDERLYING LTIP ALL OTHER
DECEMBER 31, 1996 YEAR SALARY BONUS COMPENSATION(B) AWARDS OPTIONS PAYOUTS COMPENSATION(C)
------------------ ---- -------- -------- --------------- ---------- ---------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Donald W. Griffin....... 1996 $550,000 $702,718 $43,672 $ 0 120,000 $389,960 $27,475
Chairman, President & 1995 412,500 480,000 50,957 0 23,568 0 20,981
Chief Executive Officer 1994 395,008 400,000 35,783 0 21,274 0 20,535
James G. Hascall........ 1996 $350,000 $401,553 $25,861 $ 0 60,000 $233,764 $19,075
Executive Vice
President 1995 312,500 260,000 31,293 0 10,878 0 17,081
1994 297,500 240,000 22,839 0 10,054 0 18,069
Michael E. Campbell..... 1996 $300,000 $451,359 $17,367 $ 0 60,000 $114,082 $16,975
Executive Vice
President 1995 240,006 160,000 13,722 0 7,252 0 14,157
1994 227,504 50,000 9,130 0 5,416 0 12,801
Anthony W. Ruggiero(d).. 1996 $350,000 $401,359 $17,071 $ 0 60,000 $ 0 $22,434
Senior Vice President 1995 116,668 0 2,439 650,000 10,000 0 6,556
and Chief Financial
Officer 1994 0 0 0 0 0 0 0
Patrick J. Davey(e)..... 1996 $270,000 $350,633 $13,486 $ 0 30,000 $128,609 $11,083
Vice President 1995 260,000 220,000 16,036 0 9,064 0 10,401
1994 247,091 165,000 10,853 0 6,576 0 9,256
Leon B. Anziano......... 1996 $250,000 $336,619 $11,467 $ 0 30,000 $128,609 $14,875
Vice President 1995 240,000 185,000 14,154 0 7,252 0 14,012
1994 228,754 185,000 9,724 0 5,416 0 11,807
</TABLE>
- -------
(a) All awards shown reflect an equitable adjustment made pursuant to the
anti-dilution provisions of the plans for a 2-for-1 stock split but do not
reflect an equitable adjustment made pursuant to such provisions as a
result of the spinoff of Primex Technologies, Inc.
(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 1996 are comprised of the following
items:
<TABLE>
<CAPTION>
CEOP SUPPLEMENTAL TERM LIFE
MATCH CEOP(1) INSURANCE(2)
------ ------------ ------------
<S> <C> <C> <C>
D. W. Griffin............................... $6,393 $16,450 $4,632
J. G. Hascall............................... 6,393 8,050 4,632
M. E. Campbell.............................. 6,393 5,950 4,632
A. W. Ruggiero.............................. 6,393 8,400 7,641
P. J. Davey................................. 6,393 4,690 0
L. B. Anziano............................... 6,393 3,850 4,632
</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.
(d) Mr. Ruggiero joined Olin as Senior Vice President and Chief Financial
Officer in August 1995. All of his restricted stock units vest on August
30, 2000, subject to continued employment, and are paid out on the vesting
date in the form of shares of Common Stock on a 1-for-1 basis. At December
31, 1996 the units totaled 20,000 and were valued on such date at $752,600
using the closing price of the Common Stock on December 31, 1996 as
reported on the consolidated transaction reporting system relating to New
York Stock Exchange issues.
(e) Mr. Davey ceased to be a Vice President in December 1996.
14
<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 may not be exercised later than 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 anti-dilution 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 14, information relating to options granted by Olin
from January 1, 1996 through December 31, 1996.
OPTION GRANTS OF COMMON STOCK IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(A)
--------------------------------------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE AT
SECURITIES ASSUMED RATES OF STOCK PRICE
UNDERLYING % OF TOTAL APPRECIATION FOR OPTION
OPERATIONS OPTIONS GRANTED TERM(E)(F)
GRANTED TO ALL EMPLOYEES EXCISE EXPIRATION -------------------------------
NAME (B,C) IN FISCAL YEAR PRICE (D) DATE 0% 5% 10%
- ---- ---------- ---------------- --------- ---------- --- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
D. W. Griffin........... 120,000 8.6% $40.00 1/24/06 0 3,018,694 7,649,963
J. G. Hascall........... 60,000 4.3% 40.00 1/24/06 0 503,116 1,274,994
M. E. Campbell.......... 60,000 4.3% 40.00 1/24/06 0 1,509,347 3,824,981
A. W. Ruggiero.......... 60,000 4.3% 40.00 1/24/06 0 1,509,347 3,824,981
P. J. Davey............. 30,000 2.2% 40.00 1/24/06 0 754,673 1,912,491
L. B. Anziano........... 30,000 2.2% 40.00 1/24/06 0 754,673 1,912,491
All Stockholders........ N/A N/A N/A N/A 0 1,313,201,225 3,327,909,703
All Optionees........... 1,387,400 100.0% 40.00 1/24/06 0 29,062,425 73,649,889
</TABLE>
- --------
(a) Number of options and the exercise price reflect an equitable adjustment
to the original grant made pursuant to anti-dilution provisions of the
plan as a result of the 2-for-1 stock split but do not reflect an anti-
dilution adjustment that was made for the spinoff of Primex Technologies,
Inc.
(b) Options were awarded on January 25, 1996. One-third of the grant becomes
exercisable on each January 25 beginning in 1997 except one-third of the
options granted to employees who became employees of Primex Technologies,
Inc. on January 1, 1997 vested on December 31, 1996 and the balance of the
grant to these employees was cancelled. As a result, Mr. Hascall's grant
was reduced to 20,000.
(c) Under the Stock Option 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, together with such additional terms and conditions as the
Compensation Committee may prescribe.
(d) The exercise price of the options reflects the fair market value of Common
Stock on the date of grant as adjusted for the 2-for-1 stock split.
(e) 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.
(f) Realizable values are computed based on the number of options which were
granted in 1996 and which were still outstanding at year-end.
15
<PAGE>
The following table sets forth as to the individuals named in the summary
compensation table on page 14, information regarding options exercised during
1996 and the value of in-the-money outstanding options at the end of 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES(A)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES AGGREGATE VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED, IN-THE-MONEY
SHARES OPTIONS AT 12/31/96 OPTIONS AT 12/31/96(B)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
D. W. Griffin........... 0 $ 0 157,962 120,000 $1,858,033 $ 0
J. G. Hascall........... 0 0 91,996 0 833,221 0
M. E. Campbell.......... 950 20,283 42,508 60,000 528,123 0
A. W. Ruggiero.......... 0 0 0 70,000 0 0
P. J. Davey............. 1,128 26,046 36,518 30,000 431,513 0
L. B. Anziano........... 2,134 45,732 18,914 30,000 203,800 0
</TABLE>
- --------
(a) Figures presented are adjusted to reflect the 2-for-1 stock split
effective October 30, 1996 but do not reflect an anti-dilution adjustment
made to outstanding options as a result of the spinoff of Primex
Technologies, Inc.
(b) Value was computed as the difference between the exercise price and the
$37.63 per share closing price of Olin Common Stock on December 31, 1996,
as reported on the consolidated transaction reporting system relating to
New York Stock Exchange issues.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG OLIN CORPORATION, THE S&P 400 INDEX AND THE S&P CHEMICAL INDEX*
[GRAPH]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Olin Corp. 100 119 135 147 221 230
S&P 400 100 106 115 120 161 198
S&P Chemicals 100 109 122 141 184 243
</TABLE>
* $100 invested on December 31, 1991 in stock or index, including
reinvestment of dividends.
Fiscal year ending December 31.
16
<PAGE>
EXECUTIVE AGREEMENTS
Each of the executive officers named in the table on page 14 (other than Mr.
Hascall) and eight 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 severance
payment from Olin equal to 12 months' salary plus the greater of (a) the
average incentive compensation award paid 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 Chairman of the Board and Chief
Executive Officer 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, including its EVA annual incentive bonus plan, also contain "change-in-
control" provisions.
RETIREMENT BENEFITS
The Olin Corporation Employees' 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 Corporation Employees'
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 summary compensation table
on page ) 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 Social Security benefit.
17
<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 under the Senior Plan will
accrue at the rate of 3% for each year of service in a senior executive
position and in all cases are reduced by payments under the Pension Plan which
accrued during the period the employee was in the Senior Plan and 50% of the
employee's primary social security benefit. 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 Senior Pension Plan and the other two supplementary plans provide
that unless the participant elects installment payments, the participant will
receive benefits under these plans in a lump sum upon retirement if the lump
sum would exceed $100,000. The Compensation Committee may remove a participant
from the Senior Plan for cause as defined in such plan, and no payments will be
made if the participant voluntarily terminates employment without the
committee's consent. On December 31, 1996, in connection with the spinoff from
Olin of Primex Technologies, Inc. ("Primex"), Mr. Hascall voluntarily ceased to
be an employee of Olin and became on January 1, 1997, Chairman and Chief
Executive Officer of Primex. In connection with his departure, Mr. Hascall
waived his rights to the Senior Plan and the two supplemental pension plans
with respect to his accrued benefits in exchange for a lump sum cash payment to
be made in 1997 equal in value to the present value of his retirement benefits
under such plans as accrued through December 31, 1996. In addition, when Mr.
Hascall retires from Primex, consistent with the treatment of all other former
Olin employees who retire from Primex, his pension benefits under these plans
will be calculated using his pay but not service with Primex. Consequently, he
may be entitled to an additional lump sum payment for any additional
incremental benefit to the extent it exceeds the lump sum payment already made.
The Olin Corporation Employees' 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".
18
<PAGE>
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
-------------------------------------------
15
REMUNERATION 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
1,300,000.......................... 585,000 650,000 650,000 650,000 682,500
1,400,000.......................... 630,000 700,000 700,000 700,000 735,000
1,500,000.......................... 675,000 750,000 750,000 750,000 787,500
1,600,000.......................... 720,000 800,000 800,000 800,000 840,000
</TABLE>
Credited years of service for the named executive officers as of December 31,
1996 are as follows: Mr. Griffin, 35.6 years (15.8 years under the Senior
Plan); Mr. Hascall, 36.4 years (16.9 years under the Senior Plan); Mr.
Campbell, 18.6 years (9.3 years under the Senior Plan); Mr. Ruggiero, 1.3 years
(1.3 years under the Senior Plan); Mr. Davey, 24.4 years (13.5 years under the
Senior Plan); and Mr. Anziano, 23.1 years (9.0 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 certain 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.
19
<PAGE>
ITEM 2--AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF THE CORPORATION
On January 30, 1997, the Board of Directors unanimously approved an amendment
to the Corporation's Restated Articles of Incorporation (the "Articles") to
increase the number of authorized shares of Common Stock to 120,000,000 shares
and the Board of Directors directed that the proposed amendment be submitted
for approval to the shareholders. If the shareholders approve the amendment
recommended by the Board of Directors, the first sentence of Article Fourth of
the Articles, which sets forth the total authorized shares of the Corporation,
would be amended to read as follows:
FOURTH: The aggregate number of shares that the Corporation shall have
authority to issue shall be 10,000,000 shares of Preferred Stock, par
value $1 per share (hereinafter called Preferred Stock), and
120,000,000 shares of Common Stock, par value $1 per share
(hereinafter called Common Stock).
The Articles presently authorize the issuance of 60,000,000 shares of Common
Stock and 10,000,000 shares of Preferred Stock. As of January 31, 1997,
shares of Common Stock were outstanding and shares of
Common Stock were reserved for issuance under the Corporation's employee
benefit and incentive plans. Effective October 30, 1996, the Company's shares
of Common Stock were split two-for-one. The amendment, if adopted, would
restore approximately the ratio of outstanding shares to authorized shares as
it existed prior to the stock split. The Corporation does not have any present
plan, understanding or agreement to issue additional shares of Common Stock
(other than pursuant to currently existing benefit arrangements and contractual
commitments). Although presently authorized shares are sufficient to meet all
known present requirements, the Board of Directors believes that the proposed
increase in authorized shares of Common Stock is desirable to enhance the
Corporation's flexibility in connection with possible future actions, such as
stock dividends, stock splits, financings, corporate mergers, acquisitions of
properties, and other corporate purposes. If the proposed amendment is
approved, in accordance with the Virginia Stock Corporation Act, the Board of
Directors will determine whether, when and on what terms the issuance of shares
of Common Stock may be warranted in connection with any of the foregoing
purposes and may issue all or any of the authorized shares of Common Stock
without further authorization by the shareholders.
As with the issuance of any shares of Common Stock other than on a prorata
basis to all current shareholders, the issuance of the additional shares of
Common Stock authorized by the proposed amendment would reduce the
proportionate interests in the Corporation held by current shareholders.
The affirmative vote of a majority of outstanding shares of Common Stock
entitled to vote at the Annual Meeting is required for approval of the proposed
amendment. Abstentions and Broker Shares that are not voted on the matter will
have the same effect as a negative vote. If approved by the shareholders, the
proposed amendment would become effective upon filing and acceptance of
Articles of Amendment as required by the Virginia Stock Corporation Act.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE
CORPORATION'S RESTATED ARTICLES OF INCORPORATION.
20
<PAGE>
ITEM 3--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 1997. 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 ratification of the appointment of independent auditors for 1997 requires
that the votes cast in favor of the ratification exceed the votes cast opposing
such ratification. Abstentions and Broker Shares that are not voted will not be
included in determining the number of votes cast.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT
OF KPMG PEAT MARWICK LLP AS OLIN'S INDEPENDENT AUDITORS FOR 1997.
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 1998 Annual
Meeting of Shareholders must be received at Olin's principal executive offices
by November 11, 1997 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, 501 Merritt 7, PO Box 4500, Norwalk, CT
06856-4500.
By order of the Board of Directors:
/s/ Johnnie M. Jackson, Jr.
JOHNNIE M. JACKSON, JR.
Secretary
Dated: March 11, 1997
21
<PAGE>
[LOGO] PRINTED ON RECYCLED PAPER
<PAGE>
PROXY
OLIN CORPORATION
501 MERRITT 7, NORWALK, CT 06856
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
Norwalk, Connecticut, on April 24, 1997, 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. 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
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
DIRECTIONS TO THE GTE NORWALK CENTER
via the New England Thruway/Connecticut Turnpike or Merritt Parkway
- --------------------------------------------------------------------------------
NEW ENGLAND HUTCHISON RIVER PARKWAY/
THRUWAY/INTERSTATE 95/ MERRITT PARKWAY -- EXIT 38
CONNECTICUT TURNPIKE --
EXIT 13
From New York
From New York
1. Turn right onto New
1. Turn right onto the Canaan Avenue/Route
Boston Post 123 and, almost
Road/Connecticut immediately, turn
Avenue (U.S. 1). left onto Nursery
Street.
2. Proceed .3 mile to
Richards Avenue.
3. Turn left onto 2. Continue on Nursery
Richards Avenue and Street for .8 mile,
continue 1.5 miles to bearing right, until
Fillow Street. it ends at Marvin
Ridge Road.
4. Turn left onto Fillow
Street, driving .2 3. Turn left onto Marvin
mile to stop sign at Ridge Road, which
Weed Avenue. becomes Weed Avenue.
5. Turn right onto Weed 4. Drive for .7 mile to
Avenue, and continue the entrance of the
.3 mile to entrance GTE Norwalk Center.
of the GTE Norwalk
Center.
5. The entrance is on
the left side of Weed
Avenue.
From New Haven -- Exit
6. The entrance is on 38
the right side of
Weed Avenue.
1. Turn right onto New
From New Haven -- Exit Canaan Avenue/Route
13 123 and proceed .2
mile to Nursery
Street.
1. Turn right onto the
Boston Post
Road/Connecticut
Avenue (U.S. 1).
2. Turn right onto
2. Proceed .5 mile to Nursery Street.
Richards Avenue.
3. Follow directions 2-5
3. Follow directions 3-6 above.
above.
<PAGE>
[X] Please mark
your votes
this way
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 AND 3.
WITHHELD
FOR FOR ALL
(except as noted below)
Item 1--
ELECTION OF DIRECTORS
Nominees: [_] [_]
Richard E. Cavanagh
William W. Higgins
Robert Holland, Jr.
Suzanne D. Jaffe
John P. Schaefer
Item
FOR AGAINST ABSTAIN
2-- APPROVAL OF
THE AMENDMENT [_] [_] [_]
OF ARTICLE
FOURTH OF
RESTATED
ARTICLES OF
INCORPORATION
Item
3--
RATIFICATION FOR AGAINST ABSTAIN
OF [_] [_] [_]
APPOINTMENT
OF INDEPENDENT
AUDITORS
YES NO
WILL ATTEND MEETING [_] [_]
COMMENTS/ADDRESS CHANGE
(use space on reverse side) [_] [_]
WITHHELD FOR:
(Write that nominee's name
in the space provided
below).
- --------------------------
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
<PAGE>
PRELIMINARY COPY
OLIN CORPORATION
501 MERRITT 7, NORWALK, CONNECTICUT
Dear Shareholder:
You are invited to attend our 1997 Annual
Meeting of Shareholders at 10:30 a.m. on
Thursday, April 24th at the GTE Norwalk Center,
32 Weed Avenue, Norwalk, 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 are directions showing how to reach
the GTE Norwalk Center by automobile.
Sincerely,
Johnnie M. Jackson, Jr.
Secretary
<PAGE>
PRELIMINARY COPY
CONFIDENTIAL VOTING INSTRUCTIONS
TO THE WACHOVIA BANK OF NORTH CAROLINA, N.A. AS TRUSTEE ("TRUSTEE") UNDER THE
OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN ("CEOP")
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
- -- --
- -- --
I hereby instruct the Trustee to vote in person or by proxy all Common Stock
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 24,
1997, 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 (b) on
any other matter which may properly come before the meeting.
The Board of Directors recommends a vote FOR Items 1, 2, and 3.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Election of the following FOR WITHHELD
nominees as Directors: FOR ALL FOR AGAINST ABSTAIN
Richard E. Cavanagh (except as noted below) Item 2--Approval of the
Item 1-- William W. Higgins amendment of
Robert Holland, Jr. Article Fourth of
Suzanne D. Jaffe the Restated
John P. Schaefer Articles of
[_] [_] Incorporation [_] [_] [_]
Item 3--Ratification of
appointment of
independent
auditors [_] [_] [_]
</TABLE>
WITHHELD FOR: (Write that nominee's name in the
space provided below).
- ---------------------------------------------
PLEASE MARK, DATE, SIGN EXACTLY AS YOUR NAME APPEARS ABOVE, AND RETURN THIS FORM
IN THE ENCLOSED ENVELOPE TO WACHOVIA SHAREHOLDER SERVICES, PROXY TABULATION
DEPT., PO BOX 9396, BOSTON, MA 02205-9975. Common Stock credited to
participants' accounts 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. This form constitutes a direction to so vote.
DATED ___________________________, 1997 ____________________________________
(SIGNATURE OF PARTICIPANT)
<PAGE>
PRELIMINARY COPY
CONFIDENTIAL VOTING INSTRUCTIONS
TO THE WACHOVIA BANK OF NORTH CAROLINA, N.A. AS TRUSTEE ("TRUSTEE") UNDER THE
PRIMEX TECHNOLOGIES, INC. RETIREMENT INVESTMENT MANAGEMENT EXPERIENCE PLAN
("PRIME PLAN")
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF OLIN CORPORATION
- -- --
- -- --
I hereby instruct the Trustee to vote in person or by proxy all Common Stock
of Olin Corporation ("Olin") credited to me which I am entitled to vote under
the PRIME PLAN at the Annual Meeting of Shareholders of Olin to be held on April
24, 1997, 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
(b) on any other matter which may properly come before the meeting.
The Board of Directors of Olin recommends a vote FOR Items 1, 2, and 3.
<TABLE>
<S> <C> <C> <C> <C> <C>
Election of the following FOR WITHHELD
nominees as Directors: FOR ALL FOR AGAINST ABSTAIN
Richard E. Cavanagh (except as noted below) Item 2--Approval of the
Item 1-- William W. Higgins amendment of
Robert Holland, Jr. Article Fourth of
Suzanne D. Jaffe the Restated
John P. Schaefer Articles of
[_] [_] Incorporation [_] [_] [_]
Item 3--Ratification of
appointment of
independent
auditors [_] [_] [_]
</TABLE>
WITHHELD FOR: (Write that nominee's name in the
space provided below).
- ---------------------------------------------
PLEASE MARK, DATE, SIGN EXACTLY AS YOUR NAME APPEARS ABOVE, AND RETURN THIS FORM
IN THE ENCLOSED ENVELOPE TO WACHOVIA SHAREHOLDER SERVICES, PROXY TABULATION
DEPT., PO BOX 9396, BOSTON, MA 02205-9975. Common Stock credited to
participants' accounts 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. This form constitutes a direction to so vote.
DATED ___________________________, 1997 ____________________________________
(SIGNATURE OF PARTICIPANT)
