<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)
- --------------------------------------------------------------------------------
(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:
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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:
-------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO] OLIN
501 MERRITT 7, NORWALK, CONNECTICUT 06856-4500
March 13, 1998
Dear Olin Shareholder:
You are cordially invited to attend our 1998 Annual Meeting of Shareholders
at 11:15 a.m. on Thursday, April 30th. The meeting will be held at Olin's
offices at 501 Merritt 7, Norwalk, Connecticut.
You will find information about the meeting in the enclosed Notice and Proxy
Statement.
We are pleased to announce that Randall W. Larrimore and Richard M. Rompala,
each of whom was elected to the Board effective January 1998, are nominees for
the first time. Mr. Larrimore is President and Chief Executive Officer of
United Stationers Inc. and Mr. Rompala is President and Chief Executive
Officer of The Valspar Corporation.
Please be advised that, unlike previous years, we have not planned a
communications segment or any multimedia presentations for the 1998 Annual
Meeting. The only items of business on the agenda are the two regularly
scheduled items, namely, the election of five directors and the ratification
of our independent auditors.
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 93% of our shares were represented
in person or by proxy. We hope for the same high level of representation at
this year's meeting and we urge you to return your proxy card with your voting
instructions as soon as possible.
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 13, 1998
The Annual Meeting of Shareholders of OLIN CORPORATION will be held at the
offices of the Corporation at 501 Merritt 7, Norwalk, Connecticut, on
Thursday, April 30, 1998, at 11:15 a.m., local time, to consider and act upon
the following:
(1) The election of five Directors.
(2) Ratification of the appointment of independent auditors for 1998.
(3) Such other business as may properly come before the meeting or any
adjournment.
The Board of Directors has fixed March 5, 1998 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 30, 1998
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 30, 1998, 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 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.
As of the date hereof, 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 17, 1998.
SHARES OUTSTANDING AND ENTITLED TO VOTE
The close of business on March 5, 1998 has been fixed as the record date for
the meeting and any adjournment thereof. As of that date, there were
approximately 48,526,200 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 6,195,814 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.
1
<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, 1997.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL BENEFICIAL OF
OWNER OWNERSHIP CLASS
------------------------------ ---------- -------
<S> <C> <C>
Franklin Resources, Inc. 5,202,500(a) 10.6
777 Mariners Island Boulevard
San Mateo, CA 94403
Scudder, Kemper Investments, Inc. 4,333,912(b) 8.9
345 Park Avenue
New York, NY 10154
FMR Corp. 4,037,150(c) 8.3
82 Devonshire Street
Boston, MA 02109
T. Rowe Price Associates, Inc. 2,867,000(d) 5.9
100 East Pratt Street
Baltimore, MD 21202
</TABLE>
- --------
(a) Charles B. Johnson, Rupert H. Johnson, Jr., Franklin Mutual Advisers,
Inc. and Franklin Resources, Inc. ("FRI") have advised Olin in an amended
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. It also
reports that Franklin Mutual Advisers, Inc. has sole power to vote and
sole dispositive power with respect to such shares.
(b) Scudder, Kemper Investments, Inc., a registered investment adviser
("Scudder"), has advised Olin in an amended Schedule 13G filing that it
has sole dispositive power with respect to the shares, has sole power to
vote with respect to 996,000 shares, and shared power to vote with
respect to 3,051,600 shares. Scudder disclaims beneficial ownership of
all the shares.
(c) 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 3,402,450 and 461,400 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 3,402,450 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 461,400 shares, sole voting power over 346,900
shares and no voting power with respect to 114,500 of the shares.
Additionally, Fidelity International Limited beneficially owns 173,300
shares, as to which it has sole voting power and sole dispositive power.
(d) T. Rowe Price Associates, Inc., a registered investment adviser, has
advised Olin in a Schedule 13G filing that it has sole dispositive power
with respect to the shares and sole voting power with respect to 500,800
shares. T. Rowe Price Associates, Inc. expressly disclaims that it is, in
fact, the beneficial owner of such securities.
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 2001", have
been nominated by the Board for election as Class I Directors to serve until
the 2001 Annual Meeting of Shareholders and until their successors have been
elected. In addition, Mr. Richard M. Rompala has been nominated by the Board
for election as a Class II Director to serve until the 1999 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.
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.
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 I
NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 2001
PHOTO RICHARD E. CAVANAGH, 51, is President and Chief Executive
Officer of The Conference Board, Inc., 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 Trustee of the
BlackRock Mutual Funds. He is also a Trustee of Wesleyan
University and a director of Fremont Group and LCI
International. He holds a BA degree from Wesleyan University and
an MBA degree from the Harvard Business School. Olin director
since 1996.
PHOTO JOHN W. JOHNSTONE, JR., 65, 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. 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.,
Research Corporation Technologies, Inc. and Fortune Brands, Inc.
Olin director since 1984.
3
<PAGE>
PHOTO JACK D. KUEHLER, 65, 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. 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 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 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.
PHOTO RANDALL W. LARRIMORE, 50, is President and Chief Executive
Officer of United Stationers Inc., a wholesale distributor of
office products, a position he has held since 1997. From 1988
until 1997, he was President and Chief Executive Officer of
MasterBrand Industries, Inc., a subsidiary of Fortune Brands,
Inc. He holds a BA degree from Swarthmore College and an MBA
degree from the Harvard Business School. He is a member of the
Executive Committee of the Office Products Council of the City
of Hope, Commissioner of the Landmark Preservation Council of
the Village of Winnetka and a member of the Board of Directors
of the Evanston Hospital Corporation. Olin director since 1998.
CLASS II
NOMINEE FOR ONE YEAR TERM EXPIRING 1999
PHOTO RICHARD M. ROMPALA, 51, is Chairman, President and Chief
Executive Officer of The Valspar Corporation, a manufacturer and
distributor of paints and coatings, a position he has held since
February 1998. He joined Valspar as President in 1994 and also
became Chief Executive Officer in 1995. Prior to that time, Mr.
Rompala served as Group Vice President-Coatings and Resins for
two years and Group Vice President-Chemicals for five years at
PPG Industries, Inc. Mr. Rompala holds a BA degree in Chemistry
and BS degree in Chemical Engineering from Columbia University
and an MBA degree from Harvard Business School. He is a director
of Valspar and of Kerr-McGee Corporation. Olin director since
1998.
CLASS II
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1999
PHOTO DONALD W. GRIFFIN, 61, 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
4
<PAGE>
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 and University of Evansville. 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, 62, 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 G. JACKSON RATCLIFFE, JR., 62, 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.
CLASS III
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2000
PHOTO WILLIAM W. HIGGINS, 62, 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 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. He is past President
5
<PAGE>
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. He is a director of The Greenwich Bank & Trust
Company. Olin director since 1964.
PHOTO ROBERT HOLLAND, JR., 57, is owner and Chief Executive Officer of
Workplace Integrators, a steelcase office furniture dealer, and
former 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 February 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, Frontier
Corporation, Research Corporation, Tricon Global Restaurant and
Trumark, Inc., a trustee of Mutual of New York, and Vice
Chairman of the Board of Trustees, Spelman College, Atlanta,
Georgia. Mr. Holland is also a director of the Harlem Junior
Tennis Program. He holds a BS degree in mechanical engineering
from Union College and an MS degree in business administration
from the Bernard Baruch Graduate School of Business. Olin
director since 1997.
PHOTO SUZANNE D. JAFFE, 54, 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. and
Creative Biomolecules Inc. Olin director since 1994.
PHOTO JOHN P. SCHAEFER, 63, 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.
6
<PAGE>
ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS
ATTENDANCE
During 1997, the Board held nine meetings, including an all day meeting on
corporate strategy with senior management. 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, except for Mr.
Lichtenberger who attended at least 72%.
COMMITTEES OF THE BOARD
The current standing committees of the Board are an Audit Committee, a
Compensation Committee, a Directors and Corporate Governance Committee and a
Finance Committee. Committees were reorganized in April 1997 and the Corporate
Responsibility Committee and Ad Hoc Committee on Corporate Governance, which
each held one meeting in 1997, were discontinued.
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 and audits by 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 Standards of
Ethical Business Practices, on government and other compliance programs, on
corporate and governmental security matters, monitors major litigation with a
particular interest in the event there are claims that Olin has acted
unethically or unlawfully. The Committee also has oversight responsibility for
the implementation of the Corporation's Responsible Care(R) Codes and for
compliance with legal mandates in the environmental, health and safety areas.
The Audit Committee currently consists of Ms. Jaffe and Messrs. Cavanagh,
Higgins (chair), Lichtenberger, Rompala and Schaefer. During 1997, four
meetings of this committee were held.
The Compensation 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, approves and adopts new qualified
and non-qualified pension plans, approves terminations of qualified and non-
qualified pension plans, approves the interest rate for deferred compensation
arrangements, administers the Senior Executive Pension Plan, makes
recommendations to the Board on any other matters pertaining to the pension,
CEOP and other plans which the committee deems appropriate and reviews plans
for management development and succession. The committee also advises the
Board on the remuneration for members of the Board. The Compensation Committee
currently consists of Messrs. Holland, Kuehler, Larrimore, Lichtenberger and
Ratcliffe (chair). During 1997, four meetings of this committee and its
predecessor were held.
The Directors and Corporate Governance Committee assists the Board of
Directors in fulfilling its responsibility to the Corporation's stockholders
relating to the selection and nomination of Directors, makes recommendations
to the Board of Directors regarding the election of the Chief Executive
Officer, reviews the nominees for other offices of the Company, annually
evaluates the performance of the Chief Executive Officer, periodically reviews
corporate governance trends, issues and best practices and makes
recommendations to the Board regarding the adoption of best practices most
appropriate for the governance of the affairs of the Board of Directors,
recommends to the Board of
7
<PAGE>
Directors a slate of nominees to be proposed for election to the Board by
stockholders at annual meetings and at other appropriate times, recommends
individuals to fill any vacancies created on the Board of Directors, makes
recommendations to the Board of Directors regarding the size and composition
of the Board, the particular qualifications and experience that might be
sought in Board nominees, assesses whether the qualifications and experience
of candidates for nomination and renomination to the Board meet the then
current needs of the Board, seeks out possible candidates for nomination and
considers suggestions by stockholders, Management, employees and others for
candidates for nomination and renomination as Directors, reviews and makes
recommendations to the Board of Directors regarding the composition, duties
and responsibilities of various Board committees from time to time as may be
appropriate, reviews and advises the Board on such matters as protection
against liability and indemnification, and assesses and reports annually to
the Board on the performance of the Board itself as a whole. This 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 Directors and Corporate Governance Committee
currently consists of Messrs. Cavanagh, Holland, Larrimore and Schaefer
(chair). During 1997, two 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 Directors and Corporate Governance 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.
The Finance Committee reviews, evaluates, and recommends changes, as
appropriate, to Management's recommendations on long-term financial planning,
policies and programs and recommends to the Board actions that most soundly
accommodate Olin's needs for capital to meet its operating and growth
objectives, reviews, evaluates, and recommends changes, as appropriate, to
Management's recommendations on such matters as may bear upon Olin's short-
term liquidity and financial flexibility, and recommends to the Board actions
that most soundly accommodate Olin's financial objectives, reviews, evaluates,
and recommends changes, as appropriate, to Management's recommendations
relative to: quarterly dividend policy and payments, capital structure,
financial risk management policy, and major capital and investment programs
exceeding the authority of the Chief Executive Officer or not otherwise
approved as part of the Company's capital plan, reviews and evaluates the
investment and financial performance of the pension plan and CEOP funds,
reviews and approves investment policies with respect to the pension plan and
CEOP funds, approves the selection of CEOP investment options, consults with,
and obtains reports from, the pension plans' and CEOP trustees and other
fiduciaries, makes recommendations to the Board for charitable contributions
(including recommendations for contributions to, and by, the Olin Corporation
Charitable Trust), reviews and evaluates the Charitable Trust investment
performance, annually reviews the contributions, financial condition and
administration of the Olin Good Government Fund, and reviews, provides advice,
and recommends changes, as appropriate, to Management's programs to maintain
and improve shareholder relations. The Finance Committee currently consists of
Ms. Jaffe and Messrs. Griffin, Higgins, Johnstone (chair), Kuehler, Ratcliffe
and Rompala. During 1997, five meetings of this committee and its predecessor
were held.
8
<PAGE>
COMPENSATION OF DIRECTORS
During 1997, each member of the Board was entitled to an annual retainer of
$30,000, at least $25,000 of which was paid or credited in the form of shares
of Common Stock as provided in the amended and restated 1997 Stock Plan for
Nonemployee Directors and its predecessor plan (collectively, the "Directors
Plan"). Generally speaking, the Directors Plan (i) provides for the granting
annually of 204 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 an additional annual grant of 500
shares of Common Stock to each non-employee director who is not eligible for
any other pension benefits from Olin and the deferral of such shares to such
directors' deferred stock account, (iii) provides for the granting to each
non-employee director annually an amount of shares of Common Stock equal in
value to $25,000 in lieu of a cash retainer, (iv) 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, (v) permits such director to elect to receive in
the form of shares of Common Stock the amount by which the annual retainer
exceeds $25,000 ("Excess Retainer") in lieu of cash for such excess and (vi)
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 1997, directors who were not employees of Olin were paid a fee of
$1,500 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. Deferred accounts under the Directors Plan are also
paid out if there is a "Change in Control" as defined in such plan.
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.
9
<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 13, and by all
directors and current executive officers of Olin as a group, as reported to
Olin by such persons as of January 30, 1998. 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.................................. 4,745 --
Donald W. Griffin.................................... 411,149(d) --
William W. Higgins................................... 262,291(e) --
Robert Holland, Jr. ................................. 4,560 --
Suzanne D. Jaffe..................................... 9,210 --
John W. Johnstone, Jr. .............................. 357,775 --
Jack D. Kuehler...................................... 12,203 --
Randall W. Larrimore................................. 1,854 --
H. William Lichtenberger............................. 9,512 --
G. Jackson Ratcliffe, Jr. ........................... 15,321 --
Richard M. Rompala................................... 1,854 --
John P. Schaefer..................................... 11,318 --
Michael E. Campbell.................................. 115,120 --
Anthony W. Ruggiero.................................. 67,420 --
Peter C. Kosche...................................... 162,128(d) --
Leon B. Anziano...................................... 63,190 --
Directors and executive officers as a group, includ-
ing those named above (24 persons).................. 1,737,919 3.5
</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 a
deferred account for such directors pursuant to the arrangements
described above under "Compensation of Directors" in the amounts of 4,499
for Mr. Cavanagh; 11,759 for Mr. Higgins; 1,954 for Mr. Holland; 7,964
for Ms. Jaffe; 1,653 for Mr. Johnstone; 12,203 for Mr. Kuehler; 1,354 for
Mr. Larrimore; 9,112 for Mr. Lichtenberger; 13,321 for Mr. Ratcliffe;
1,354 for Mr. Rompala and 8,940 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 30, 1998 through the exercise of stock options, as
follows: Mr. Griffin, 260,202; Mr. Johnstone, 238,604; Mr. Campbell,
92,735; Mr. Ruggiero, 50,649; Mr. Kosche, 48,256; Mr. Anziano, 44,643;
and all directors and executive officers as a group, including the named
individuals, 971,366.
(c) Unless otherwise indicated, beneficial ownership of any named individual
does not exceed 1% of the outstanding shares of Common Stock.
(d) Includes 95,666 shares held by a charitable foundation in which Mr.
Griffin and Mr. Kosche, each of whom is an individual trustee, and share
voting and investment power with Boatmen's Trust Company. Mr. Griffin and
Mr. Kosche disclaim 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.
10
<PAGE>
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,
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, 1997 to December 31, 1997 all Section 16(a)
filing requirements applicable to its officers, directors and greater than
ten-percent beneficial owners were complied with, except Mr. Johnstone, a
Director, and Mr. Joseph Rupp, an executive officer, through an administrative
error at Olin, were late in filing a Form 4 for January 1997 for an exempt
transaction.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PROGRAM AS ADMINISTERED IN 1997
The 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 24 companies (the
"comparator group") that are similar in size, scope of operations and
represent businesses competing in the chemicals, metals and metal products
industries. This peer group was adjusted to remove aerospace and defense
companies reflecting the spin-off of the Aerospace and Ordnance businesses as
Primex Technologies, Inc. Independent consultants provide the Committee with
an annual assessment of Olin's relative positions within this comparator group
with respect to performance and total compensation which includes each of the
following components:
. annual base salary
. annual incentive bonus
. long term incentive award
Together, these three components comprise 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, determines the appropriate mix of these three components,
again using the competitive analysis. With the focus on creating alignment
between the compensation program and shareholders' interest, there has been a
shift in the mix of compensation elements to put greater emphasis on variable
compensation. This shift is also consistent with competitive practice.
The objectives of the Company's executive compensation policies and programs
are 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 implemented the Economic Value Added (EVA(R)) business
management system beginning in 1996 and uses this measurement system as the
basis for the annual incentive bonus plan discussed below. EVA is a method of
measuring a company's financial performance by taking its operating profit
after taxes and subtracting a charge for the capital employed to create the
profit. EVA will be positive when a company's return on capital exceeds its
cost of capital.
EVA is a registered trademark of Stern Stewart & Company.
11
<PAGE>
ANNUAL BASE SALARY
Effective January 1, 1997, the CEO's 1997 annual base salary was increased
from $550,000 to $650,000. Factors considered by the Committee in setting his
1997 salary included analyses of the comparator group and our goal of moving
the CEO's base salary to the median of this group. Additionally, 1996 was a
very strong performance year, with significant, strategic accomplishments
being recognized. The foregoing factors were utilized by our outside
consultants in making their recommendation to the Committee. It is anticipated
that the CEO's base salary will continue to be below the median of the
comparator group for 1997, reflecting his relatively short tenure in the
position.
Also effective January 1, 1997, base salary adjustments were made for the
other named executives, using the same comparative methodology cited above.
ANNUAL INCENTIVE BONUS
Incentive bonuses were based on a formula using EVA performance. This
formula called for the bonuses of the named executives to be determined solely
on the basis of EVA performance for the Company versus a previously determined
EVA target. The award was calculated solely by reference to the Company's
financial results and without reference to any individual's non-financial
performance. For 1997, the Company's actual EVA performance versus the
predetermined target exceeded the goal. Under the bonus plan, the bonus award
is credited to an individual's "bonus bank" from which only a predetermined
portion of the bank balance is actually paid out as the bonus in a given year.
For 1997, the predetermined payout was 50% of the bonus bank for the executive
officers. The remaining balance is held in the bank and remains at risk. It
will be available for pay out over subsequent years if EVA performance is
sustained. This banking feature imparts a longer term component to the plan,
serves to smooth out the payouts through economic cycles and provides a
retention element.
The CEO's bonus was determined under the Senior Management Incentive
Compensation Plan in accordance with the EVA incentive formula. For 1997,
under the EVA bonus formula, the CEO's bonus payout was $625,308. His 1997
ending bank balance of $625,307 will be taken into account under the EVA
formula in computing his 1998 bonus award.
The actual bonus awards for the Executive Vice President, the Chief
Financial Officer, and the Senior Vice President, Corporate Affairs were
determined in accordance with the EVA formula. The other named executive, a
Division President, had his EVA performance weighted 75% for his Division's
EVA performance and 25% for the total Company performance. Otherwise, his
actual bonus award and payout was determined in the same fashion, with EVA
performance being the sole determinant of his award.
LONG TERM INCENTIVE AWARD
As explained above, the Compensation Committee determined the long term
incentive award opportunity for each named executive in early 1997. A long
term incentive plan in the form of stock option grants provides the strongest
and simplest linkage to shareholder interests. The CEO and other named
executives received stock option grants in 1997 with an option price set at
the fair market value of Common Stock on the date of the grant. This option
grant vests one-third each year beginning in 1998 and has a ten year term.
January 29, 1998 G. JACKSON RATCLIFFE, JR.,
CHAIRMAN
ROBERT HOLLAND, JR.
JACK D. KUEHLER
H. WILLIAM LICHTENBERGER
12
<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 1995-1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------- ------------------------------
AWARDS(a) PAYOUTS
--------------------- --------
OTHER ALL
NAME AND PRINCIPAL ANNUAL RESTRICTED SECURITIES OTHER
POSITION AS OF COMPEN- STOCK UNIT UNDERLYING LTIP COMPEN-
DECEMBER 31, 1997 YEAR SALARY BONUS SATION(b) AWARDS OPTIONS PAYOUTS SATION(c)
------------------ ---- -------- -------- --------- ---------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Donald W. Griffin....... 1997 $650,004 $625,308 $35,172 $ 0 75,000 $310,817 $59,910
Chairman, President & 1996 550,000 702,718 43,672 0 121,950 389,960 27,475
Chief Executive Officer 1995 412,500 480,000 50,957 0 24,074 0 20,981
Michael E. Campbell..... 1997 $350,004 $287,529 $14,928 $ 0 30,000 $ 79,076 $30,654
Executive Vice 1996 300,000 451,359 17,367 0 60,974 114,082 16,975
President 1995 240,006 165,000 13,722 0 7,407 0 14,157
Anthony W. Ruggiero(d)..
Senior Vice President 1997 $375,000 $262,404 $14,491 $ 0 30,000 $ 94,296 $35,605
and Chief Financial 1996 350,000 401,359 17,071 0 60,794 0 22,434
Officer 1995 116,668 100,000 2,439 650,000 10,225 0 6,556
Peter C. Kosche......... 1997 $300,000 $200,195 $13,356 $ 0 20,000 $ 67,757 $27,639
Senior Vice President 1996 250,008 200,777 10,779 0 30,487 86,900 14,875
1995 195,006 145,000 10,515 0 5,924 0 11,675
Leon B. Anziano......... 1997 $275,004 $207,118 $ 9,228 $ 0 15,000 $ 79,076 $28,357
Vice President 1996 250,000 336,619 11,467 0 30,487 128,609 14,875
1995 240,000 185,000 14,154 0 7,407 0 14,012
</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 effective
October 30, 1996 and an equitable adjustment made pursuant to such
provisions as a result of the spin-off 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 1997 are comprised of the following
items:
<TABLE>
<CAPTION>
VALUE OF
SPLIT-DOLLAR
CEOP SUPPLEMENTAL TERM LIFE LIFE INSURANCE
MATCH CEOP(1) INSURANCE(2) PREMIUMS(3)
------ ------------ ------------ --------------
<S> <C> <C> <C> <C>
D. W. Griffin............... $6,578 $19,325 $4,632 $29,375
M. E. Campbell.............. 7,003 6,950 4,632 12,069
A. W. Ruggiero.............. 7,519 8,025 6,638 13,423
P. C. Kosche................ 7,078 4,850 4,632 11,079
L. B. Anziano............... 6,641 4,538 4,632 12,546
</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 of the premium shown represents the full dollar amount
of the premium Olin paid in 1997 for the whole life insurance and
to fund the retiree death benefit. Such amounts also include
retroactive premiums which Olin paid to cover a period of time
during which some premiums were suspended due to the financial
instability of the insurance carrier.
(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, 1997 the units totaled 20,426 and were valued on such date at $957,469
using the closing price of the Common Stock on December 31, 1997 as
reported on the consolidated transaction reporting system relating to New
York Stock Exchange issues.
13
<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 13, information relating to options granted by Olin
from January 1, 1997 through December 31, 1997.
OPTION GRANTS OF COMMON STOCK IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(a)
--------------------------------------------------------------------------------
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE AT
SECURITIES OPTIONS ASSUMED RATES OF STOCK PRICE
UNDERLYING GRANTED APPRECIATION FOR OPTION
OPTIONS TO ALL TERM(d)(e)
GRANTED EMPLOYEES EXERCISE EXPIRATION ---------------------------------
NAME (a,b) IN FISCAL YEAR PRICE (c) DATE 0% 5% 10%
- ---- ---------- -------------- --------- ---------- --- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
D.W. Griffin............ 75,000 12.5% $38.63 1/29/07 $0 $ 1,822,065 $ 4,617,470
M.E. Campbell........... 30,000 5.0% 38.63 1/29/07 0 728,826 1,846,988
A.W. Ruggiero........... 30,000 5.0% 38.63 1/29/07 0 728,826 1,846,988
P.C. Kosche............. 20,000 3.3% 38.63 1/29/07 0 485,884 1,231,325
L.B. Anziano............ 15,000 2.5% 38.63 1/29/07 0 364,413 923,494
All Stockholders........ N/A N/A N/A N/A 0 1,187,498,862 3,009,355,204
All Optionees........... 599,200 100.0% 38.77 (f) 0 14,473,196 36,806,621
</TABLE>
- --------
(a) Options were awarded on January 30, 1997. One-third of the grant becomes
exercisable on each January 30 beginning in 1998.
(b) 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.
(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.
(e) Realizable values are computed based on the number of options which were
granted in 1997 and which were still outstanding at year-end.
(f) The expiration dates of options granted during fiscal 1997 are 1/29/07 and
9/24/07.
14
<PAGE>
The following table sets forth as to the individuals named in the summary
compensation table on page 13, information regarding options exercised during
1997 and the value of in-the-money outstanding options at the end of 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES AGGREGATE VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED, IN-THE-MONEY
SHARES OPTIONS AT 12/31/97 OPTIONS AT 12/31/97(a)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
D. W. Griffin........... 7,458 $117,762 194,551 156,301 $3,620,291 $1,244,799
M. E. Campbell.......... 1,328 20,969 62,410 70,650 1,089,950 560,558
A. W. Ruggiero.......... 0 0 20,324 80,875 156,596 715,314
P. C. Kosche............ 1,368 33,434 31,426 40,326 546,580 321,512
L. B. Anziano........... 0 0 29,480 35,326 475,852 280,287
</TABLE>
- --------
(a) Value was computed as the difference between the exercise price and the
$46.875 per share closing price of Olin Common Stock on December 31, 1997,
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 Industrials Index
and the S&P Chemicals Index*
LINE GRAPH
12/92 12/93 12/94 12/95 12/96 12/97
Olin Corporation 100 113 123 186 193 259
S&P Industrials 100 109 113 152 187 246
S&P Chemicals 100 112 129 169 223 275
* $100 invested on 12/31/92 in stock or index, including reinvestment of
dividends, Fiscal Year ending December 31. The graph reflects distributions
received in connection with the spin-off of Primex Technologies, Inc. as a
dividend. Such dividend is assumed to have been reinvested in Olin Common
Stock as of January 7, 1997.
15
<PAGE>
EXECUTIVE AGREEMENTS
Each of the executive officers named in the table on page 13 and seven 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 three times the severance payment. Pension credit
and insurance coverage would be afforded for the period reflected in the
severance payment, and in certain cases, insurance coverage will be extended
beyond such period. The agreements also provide for certain outplacement
services. The agreements will expire on September 30, 2002, 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, 2002 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 13) 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.
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
16
<PAGE>
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 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.
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".
17
<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
--------------------------------------------------------------
REMUNERATION 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
------------ -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 200,000....... $ 60,000 $ 90,000 $100,000 $100,000 $100,000 $105,000 $120,000
300,000....... 90,000 135,000 150,000 150,000 150,000 157,500 180,000
400,000....... 120,000 180,000 200,000 200,000 200,000 210,000 240,000
500,000....... 150,000 225,000 250,000 250,000 250,000 262,500 300,000
600,000....... 180,000 270,000 300,000 300,000 300,000 315,000 360,000
700,000....... 210,000 315,000 350,000 350,000 350,000 367,500 420,000
800,000....... 240,000 360,000 400,000 400,000 400,000 420,000 480,000
900,000....... 270,000 405,000 450,000 450,000 450,000 472,500 540,000
1,000,000...... 300,000 450,000 500,000 500,000 500,000 525,000 600,000
1,100,000...... 330,000 495,000 550,000 550,000 550,000 577,500 660,000
1,200,000...... 360,000 540,000 600,000 600,000 600,000 630,000 720,000
1,300,000...... 390,000 585,000 650,000 650,000 650,000 682,500 780,000
1,400,000...... 420,000 630,000 700,000 700,000 700,000 735,000 840,000
1,500,000...... 450,000 675,000 750,000 750,000 750,000 787,500 900,000
1,600,000...... 480,000 720,000 800,000 800,000 800,000 840,000 960,000
</TABLE>
Credited years of service for the named executive officers as of December
31, 1997 are as follows: Mr. Griffin, 36.6 years (16.8 years under the Senior
Plan); Mr. Campbell, 19.6 years (10.3 years under the Senior Plan); Mr.
Ruggiero, 2.3 years (2.3 years under the Senior Plan); Mr. Kosche, 24.8 years
(4.6 years under the Senior Plan); and Mr. Anziano, 24.1 years (10.0 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.
18
<PAGE>
ITEM 2--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 1998. 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 1998
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 1998.
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 17, 1998 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 13, 1998
19
<PAGE>
[LOGO] PRINTED ON RECYCLED PAPER
<PAGE>
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C>
- -------------------------------------------- The Board of Directors recommends a vote FOR Items 1 and 2.
OLIN CORPORATION
- -------------------------------------------- 1. Election of the following nominees as Directors:
CEOP FOR ALL WITH- FOR ALL
NOMINEES HOLD EXCEPT
Richard E. Cavanagh
John W. Johnstone, Jr. [ ] [ ] [ ]
Jack D. Kuehler
Randall W. Larrimore
Richard M. Rompala
Mark box at right if an address change or [ ] NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK
comment has been noted on the reverse side [ ] THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE
of this card. NOMINEE(S). YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
independent auditors.
PLEAE MARK, DATE, SIGN EXACTLY AS YOUR NAME APPEARS HEREON, AND RETURN
THIS FORM IN THE ENCLOSED ENVELOPE TO WACHOVIA SHAREHOLDER SERVICES,
------------------ PROXY TABULATION DEPT., P.O. BOX 9396, BOSTON, MA 02205-9975
Please be sure to sign and date this Proxy. [Date]
- -------------------------------------------------- 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.
- -----Shareholder sign here------------------------
DETACH CARD DETACH CARD
</TABLE>
<PAGE>
CONFIDENTIAL VOTING INSTRUCTIONS
TO THE WACHOVIA BANK, 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 30,
1998 and at any adjournment, (a) on the following matters, as indicated on the
reverse side, OR IF A CONTRARY CHOICE IS NOT INDICATED, THEN FOR ITEMS 1 AND 2
and (b) on any other matter which may properly come before the meeting.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------- --------------------------------
- ----------------------------------- --------------------------------
- ----------------------------------- --------------------------------
<PAGE>
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C>
- -------------------------------------------- The Board of Directors recommends a vote FOR Items 1 and 2.
OLIN CORPORATION
- -------------------------------------------- 1. Election of the following nominees as Directors:
PRIME PLAN FOR ALL WITH- FOR ALL
NOMINEES HOLD EXCEPT
Richard E. Cavanagh
John W. Johnstone, Jr. [ ] [ ] [ ]
Jack D. Kuehler
Randall W. Larrimore
Richard M. Rompala
Mark box at right if an address change or [ ] NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK
comment has been noted on the reverse side [ ] THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE
of this card. NOMINEE(S). YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).
FOR AGAINST ABSTAIN
2. Ratification of appointment of [ ] [ ] [ ]
independent auditors.
PLEAE MARK, DATE, SIGN EXACTLY AS YOUR NAME APPEARS HEREON, AND RETURN
THIS FORM IN THE ENCLOSED ENVELOPE TO WACHOVIA SHAREHOLDER SERVICES,
------------------ PROXY TABULATION DEPT., P.O. BOX 9396, BOSTON, MA 02205-9975
Please be sure to sign and date this Proxy. [Date]
- -------------------------------------------------- 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
- -----Shareholder sign here------------------------ constitutes a direction to so vote.
DETACH CARD DETACH CARD
</TABLE>
<PAGE>
CONFIDENTIAL VOTING INSTRUCTIONS
TO THE WACHOVIA BANK, 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
30, 1998 and at any adjournment, (a) on the following matters, as indicated on
the reverse side, OR IF A CONTRARY CHOICE IS NOT INDICATED, THEN FOR ITEMS 1 AND
2 and (b) on any other matter which may properly come before the meeting.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------- --------------------------------
- ----------------------------------- --------------------------------
- ----------------------------------- --------------------------------
<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 G. JACKSON
RATCLIFFE, 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 30, 1998, at 11:15 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
AND 2. 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
- --------------------------------------------------------------------------------
DIRECTIONS TO THE OLIN CORPORATION HEADQUARTERS
501 Merritt 7, Norwalk, CT 06856
- --------------------------------------------------------------------------------
501 MERRITT 7 IS LOCATED ON ROUTE 7 JUST OFF EXIT 40B OF THE MERRITT PARKWAY.
Route 7 connects with the Merritt Parkway and I-95 to the south and
I-84 to the North (in Danbury). Other local highways are Route 1,
Route 53, and Route 123.
From I-95 (North or South)
From Merritt Parkway (North or
South)
Take Exit 15, (Route 7 Take Exit 40B, Route 7 north.
connector). Follow the connector At the end of the ramp,
to the end, approximately 3 turn right (north) onto Route
miles. Turn right at the traffic 7. The Merritt 7 complex will
light. At bottom of the hill be visible on the left, and at
("T" intersection), turn right the first traffic light turn
(south) onto Route 7. Make a left into complex.
right turn at the light into 501
Merritt 7.
<PAGE>
Please mark
your votes
this way
[X]
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR ITEMS 1 AND 2.
<TABLE>
<CAPTION>
FOR WITHHELD
FOR ALL
(except as noted below)
<S> <C> <C> <C> <C> <C> <C>
Item 1-- ELECTION OF DIRECTORS [_] [_] FOR AGAINST ABSTAIN
Nominees: Item 2-- RATIFICATION OF [_] [_] [_]
Richard E. Cavanagh APPOINTMENT
John W. Johnstone, Jr. OF INDEPENDENT
Jack D. Kuehler AUDITORS
Randall W. Larrimore
Richard M. Rompala
WITHHELD FOR: (Write that nominee's name in the space
provided below).
- ------------------------- YES NO
WILL ATTEND MEETING [_] [_]
COMMENTS/ADDRESS CHANGE
(use space on reverse side) [_] [_]
</TABLE>
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
501 MERRITT 7, NORWALK, CONNECTICUT
Dear Shareholder:
You are invited to attend our 1998 Annual Meeting of Shareholders at 11:15 a.m.
on Thursday, April 30th at the offices of Olin Corporation, 501 Merritt 7,
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 offices of the Corporation by automobile.
Sincerely,
Johnnie M. Jackson, Jr.
Secretary
