<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
-------------------------------------------------------------------------
(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>
[LOGO]
501 MERRITT 7, NORWALK, CONNECTICUT 06856-4500
March 17, 1999
Dear Olin Shareholder:
You are cordially invited to attend our 1999 Annual Meeting of Shareholders
at 10:30 a.m. on Thursday, April 29th. 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.
Mr. Robert Holland, Jr. has elected to resign from the Board of Directors
effective immediately prior to the 1999 Annual Meeting of Shareholders. He
served on Olin's Board from 1986 to 1995 and from 1997 to the present. We will
miss his wise counsel and sound judgment.
Please be advised that we have not planned a communications segment or any
multimedia presentations for the 1999 Annual Meeting. There are only two
proposals being presented to the shareholders for approval 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 91% 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 17, 1999
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 29, 1999, at 10:30 a.m., local time, to consider and act upon
the following:
(1) The election of four Directors.
(2) Ratification of the appointment of independent auditors for 1999.
(3) Such other business as may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed March 4, 1999 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 29, 1999
This Proxy Statement is furnished to the shareholders of Olin Corporation
("Olin" or the "Company") in connection with the solicitation by the Board of
Directors of Olin of proxies to be voted at the Annual Meeting of Shareholders
to be held on April 29, 1999, 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 first being mailed to shareholders on or about
March 18, 1999.
SHARES OUTSTANDING AND ENTITLED TO VOTE
The close of business on March 4, 1999 has been fixed as the record date for
the meeting and any adjournment thereof. As of that date, there were
approximately 45,963,259 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 7,683,706 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, 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, L.L.C. ("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, 1998.
<TABLE>
<CAPTION>
Amount and
Nature of Percent
Beneficial of
Name and Address of Beneficial Owner Ownership Class
------------------------------------ ---------- -------
<S> <C> <C>
Franklin Resources, Inc. 5,364,430(a) 11.7
777 Mariners Island Boulevard
San Mateo, CA 94403
Scudder Kemper Investments, Inc. 3,960,806(b) 8.6
345 Park Avenue
New York, NY 10154
FMR Corp. 3,378,000(c) 7.3
82 Devonshire Street
Boston, MA 02109
T. Rowe Price Associates, Inc. 2,697,200(d) 5.9
100 East Pratt Street
Baltimore, MD 21202
</TABLE>
- --------
(a) Charles B. Johnson, Rupert H. Johnson, Jr., Franklin Mutual Advisers,
Inc. ("Adviser") 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 Adviser, a direct subsidiary of FRI and such
advisory contracts grant to Adviser 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 912,506 shares, and shared power to vote with
respect to 2,835,700 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 2,991,400 and 386,600 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 2,991,400 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 386,600 shares, sole voting power over 300,600
shares and no voting power with respect to 86,000 of the shares.
(d) These securities are owned by various individual and institutional
investors for which T. Rowe Price Associates, Inc. ("Price Associates")
serves as investment adviser with power to direct investments and/or sole
power to vote the securities. For purposes of the reporting requirements
of the Securities Exchange Act of 1934, Price Associates is deemed to be
a beneficial owner of such securities; however, Price Associates
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. Three persons, as
set forth below under "Nominees for Three-Year Terms Expiring in 2002", have
been nominated by the Board for election as Class II Directors to serve until
the 2002 Annual Meeting of Shareholders and until their successors have been
elected. In addition, Mr. Anthony W. Ruggiero has been nominated by the Board
for election as a Class I Director to serve until the 2001 Annual Meeting of
Shareholders and until his successor has been elected. Mr. Robert Holland, Jr.
has tendered his resignation as a Class III Director, with the resignation to
be effective immediately prior to the 1999 Annual Meeting of Shareholders. The
Board of Directors has reclassified the vacancy created by Mr. Holland's
resignation as a Class I vacancy, in order to ensure that the classes are as
nearly equal in number as possible. Mr. Ruggiero was nominated to fill that
vacancy. The terms of the other directors will continue after the meeting as
indicated below.
Each of the nominees (other than Mr. Ruggiero) 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. Abstentions 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
NOMINEE FOR TWO-YEAR TERM EXPIRING 2001
ANTHONY W. RUGGIERO, 57, is Executive Vice President and Chief
Financial Officer of Olin. He joined Olin in 1995 as Senior Vice
President and Chief Financial Officer. Mr. Ruggiero served as
Senior Vice President and Chief Financial Officer of the Readers
[PHOTO] Digest Association, Inc. from 1990 to 1995. He joined Squibb
Corporation in 1969 and served as Senior Vice President and
Chief Financial Officer and a Director from 1983 to 1990. He
holds a BS degree from Fordham University and an MBA degree from
the Columbia Business School. He is a member of the CFO Advisory
Council of the Financial Executives Institute and a Director of
Primex Technologies, Inc.
CLASS II
NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 2002
DONALD W. GRIFFIN, 62, 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
[PHOTO] 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, Inc. and
3
<PAGE>
Rayonier Inc. 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; member of the Finance Committee.
G. JACKSON RATCLIFFE, JR., 63, 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
[PHOTO] member of the Board of Directors of The Aquarion Company,
Praxair, Inc. and Sunoco, Inc.; and a member of the Board of
Trustees of the Manufacturers' Alliance for Productivity and
Innovation, Inc. Olin director since 1990; Chair of the
Compensation Committee and member of the Finance Committee.
RICHARD M. ROMPALA, 52, 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
[PHOTO] 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 the Valspar Corporation and of Kerr-McGee Corporation. Olin
director since 1998; member of the Audit Committee and the
Finance Committee.
The Board recommends a vote FOR the election of Mr. Ruggiero as a Class I
Director, and the reelection of Messrs. Griffin, Ratcliffe and Rompala as
Class II Directors.
The terms of the following directors will continue after the meeting as
indicated below.
CLASS I
DIRECTOR WHOSE TERM CONTINUES UNTIL 2001
RANDALL W. LARRIMORE, 51, 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
[PHOTO] 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, a member of the Board of Directors of United
Stationers, Evanston Northwestern Healthcare, and of Students In
Free Enterprise (S.I.F.E.). Olin director since 1998; member of
the Compensation Committee and the Directors and Corporate
Governance Committee.
4
<PAGE>
CLASS III
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2000
WILLIAM W. HIGGINS, 63, 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
[PHOTO] 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 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; Chair of the Audit Committee and member of the
Finance Committee.
SUZANNE D. JAFFE, 55, 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
[PHOTO] 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 director of
Research Corporation and Chairman of the Board of the National
Postal Forum. She is also President of the American Jewish
Committee of New York 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; member of the Audit Committee and the Finance
Committee.
5
<PAGE>
ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS
Attendance
During 1998, the Board held eight meetings. The average attendance by
directors at meetings of the Board and committees of the Board on which they
served was 99%. Each director attended at least 75% of such meetings.
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.
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, and 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 Company's Responsible Care(R) Codes and for
compliance with legal mandates in the environmental, health and safety areas.
During 1998, 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. During 1998, four meetings
of this committee were held.
The Directors and Corporate Governance Committee assists the Board of
Directors in fulfilling its responsibility to the Company's shareholders
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 Directors a slate of nominees to be proposed for
election to the Board by shareholders 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
6
<PAGE>
for nomination and considers suggestions by shareholders, 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. During 1998, four
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 the anniversary of the
immediately preceeding annual meeting of shareholders, 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 CEO 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. During 1998, five meetings of this committee were held.
Compensation of Directors
During 1998, 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
7
<PAGE>
Stock in lieu of cash, (v) permits such director to elect to receive the
amount by which the annual retainer exceeds $25,000 ("Excess Retainer") in the
form of shares of Common Stock in lieu of cash and (vi) permits such director
to elect to defer any stock or cash payments 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, or at the director's election in cash. The Directors Plan also
holds, as "phantom" shares, the shares of Common Stock of Arch Chemicals, Inc.
("Arch Chemicals") issued to the directors as dividends on their shares of
Olin Common Stock held in the Directors Plan in connection with the spin-off
of Arch Chemicals. Those phantom Arch Chemicals shares are payable only in
cash, unless a director elects to transfer the phantom shares into his or her
Olin Common Stock account under the Directors Plan. During 1998, 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.
8
<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 12, and by all
directors and current executive officers of Olin as a group, as reported to
Olin by such persons as of January 15, 1999. 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>
Donald W. Griffin............................ 454,263(d) --
William W. Higgins........................... 264,267(e) --
Robert Holland, Jr. ......................... 7,103 --
Suzanne D. Jaffe............................. 11,989 --
Randall W. Larrimore......................... 4,345 --
G. Jackson Ratcliffe, Jr. ................... 17,350 --
Richard M. Rompala........................... 4,410 --
Michael E. Campbell.......................... 161,078 --
Anthony W. Ruggiero.......................... 111,566 --
Peter C. Kosche.............................. 136,929(d) --
Thomas M. Gura............................... 62,379 --
Directors and executive officers as a group,
including those named above (25 persons).... 2,115,626(d),(e),(f) 4.4
</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 a
deferred account for such directors pursuant to the arrangements
described above under "Compensation of Directors" in the amounts of
13,735 for Mr. Higgins; 4,497 for Mr. Holland; 10,743 for Ms. Jaffe;
3,845 for Mr. Larrimore; 15,350 for Mr. Ratcliffe; and 3,910 for
Mr. Rompala. 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, 1999 through the exercise of stock options, as
follows: Mr. Griffin, 347,238; Mr. Campbell, 135,438; Mr. Ruggiero,
94,308; Mr. Kosche, 73,420; Mr. Gura, 44,037; and all directors and
executive officers as a group, including the named individuals,
1,332,560.
(c) Unless otherwise indicated, beneficial ownership of any named individual
does not exceed 1% of the outstanding shares of Common Stock.
(d) Includes 44,625 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 Wachovia Bank, N. A. 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.
(f) This figure includes 754,290 shares for ten officers and directors who are
no longer employed by Olin due to the spin-off of Arch Chemicals on
February 8, 1999.
9
<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 a 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, 1998 to December 31, 1998 all Section 16(a)
filing requirements applicable to its officers, directors and greater than
ten-percent beneficial owners were complied with.
EXECUTIVE COMPENSATION
Report of the Compensation Committee on Executive Compensation
Executive Compensation Program as Administered in 1998
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 29 companies (the
"comparator group") that are similar in size, scope of operations and
represent businesses competing in the chemicals, metals and metal products
industries. 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, the emphasis of
Olin's Executive Compensation is on variable compensation. This emphasis 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 continued to use this measurement
system in 1998, 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.
10
<PAGE>
Annual Base Salary
Effective January 1, 1998, the CEO's 1998 annual base salary was increased
from $650,000 to $700,000. Factors considered by the Committee in setting his
1998 salary included analyses of the comparator group and our goal of moving
the CEO's base salary to the median of this group. 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
slightly below the median of the comparator group for 1998.
Also effective January 1, 1998, a base salary adjustment was made for the
Executive Vice President. All other named executives received base salary
adjustments effective July 1, 1998. All salary adjustments utilized the same
comparative methodology cited above.
Annual Incentive Bonus
Incentive bonuses were based on a formula using EVA performance. This
formula called for the bonus of the CEO to be determined solely on the basis
of EVA performance for the Company versus a previously determined EVA target,
whereas the bonus formula for the other executive officers provides for
bonuses to be weighted 75% on EVA performance and the balance on personal
objectives. For 1998, the Company's actual EVA performance versus the
predetermined target was below 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 1998, the predetermined payout was 40% 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 1998,
under the EVA bonus formula, the CEO's bonus payout was $324,923. His 1998
ending bank balance of $474,184 will be taken into account under the EVA
formula in computing his 1999 bonus award.
The actual bonus awards for the Executive Vice President, the Chief
Financial Officer, and the Senior Vice President, Corporate Affairs were
determined based on the Company's EVA performance and their own personal
objectives with weightings of 75% and 25% respectively, in accordance with the
EVA formula. The other named executive, a Division President, had his
incentive award based on a combination of the Company's EVA and his Division's
EVA performance (75% weighting) and his personal objectives (25% weighting).
Long Term Incentive Award
As explained above, the Compensation Committee determined the long term
incentive award opportunity for each named executive in early 1998. 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 1998 with an option price set at
the fair market value of Common Stock on the date of the grant. These option
grants vest one-third each year beginning in 1999 and have a ten year term.
January 28, 1999
G. Jackson Ratcliffe, Jr.,
Chairman
Robert Holland, Jr.
Jack D. Kuehler
Randall W. Larrimore
H. William Lichtenberger
11
<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 1996-1998.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
--------------------------- ------------------------
Awards(a) Payouts
----------- -----------
Other All
Name and Principal Annual Securities Other
Position as of Compen- Underlying LTIP Compen-
December 31, 1998 Year Salary Bonus sation(b) Options Payouts(c) sation(d)
------------------ ---- -------- -------- --------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Donald W. Griffin....... 1998 $700,009 $324,923 $26,282 100,000 $ 678,831 $51,852
Chairman, President & 1997 650,004 625,308 35,172 75,000 310,817 59,910
Chief Executive Officer 1996 550,000 702,718 43,672 121,950 389,960 27,475
Michael E. Campbell(e).. 1998 $425,004 $152,412 $17,619 50,000 $ 207,139 $32,168
Executive Vice
President 1997 350,004 287,529 14,928 30,000 79,076 30,654
1996 300,000 451,359 17,367 60,974 114,082 16,975
Anthony W. Ruggiero..... 1998 $387,504 $132,162 $25,605 40,000 $ 252,828 $34,458
Senior Vice President
and 1997 375,000 262,404 14,491 30,000 94,296 35,605
Chief Financial Officer 1996 350,000 401,359 17,071 60,794 0 22,434
Peter C. Kosche......... 1998 $312,504 $103,878 $26,064 25,000 $ 163,798 $22,400
Senior Vice President 1997 300,000 200,195 13,356 20,000 67,757 27,639
1996 250,008 200,777 10,779 30,487 86,900 14,875
Thomas M. Gura.......... 1998 $262,506 $194,752 $ 6,974 20,000 $ 132,526 $22,969
Vice President 1997 230,298 90,942 7,052 6,000 56,470 23,901
1996 210,974 105,860 8,626 12,194 95,150 12,409
</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
and Company-owned airplane.
(c) As required by Securities and Exchange Commission rules, LTIP awards are
reported in the year paid rather than in the year earned, because by their
nature they do not reflect performance in one particular year and often
are not fully determinable until paid. LTIP payouts in 1998 included
retention units for 1988 and performance share grants made in 1994 and
1995 based on Return on Equity for performance in the years 1994 through
1997.
(d) Amounts reported in this column for 1998 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>
Donald W. Griffin........... $8,284 $26,450 $1,390 $15,728
Michael E. Campbell......... 8,310 11,756 1,390 10,712
Anthony W. Ruggiero......... 8,042 11,531 1,390 13,495
Peter C. Kosche............. 8,293 7,409 1,390 5,308
Thomas M. Gura.............. 8,258 4,475 1,390 8,846
</TABLE>
--------
(1) The Supplemental CEOP permits participants in the CEOP to make
contributions, which Olin matches 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 1998 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.
(e) Mr. Campbell left Olin to become Chairman of the Board and Chief Executive
Officer of Arch Chemicals at the time of the spin-off on February 8, 1999.
12
<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 12, information relating to options granted by Olin
from January 1, 1998 through December 31, 1998.
Option Grants of Common Stock in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants(a)
---------------------------------------------------------------------------------- ---
Number of % of Total
Securities Options Potential Realizable Value at
Underlying Granted Assumed Rates of Stock Price
Options to All Appreciation for Option 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> <C>
Donald W. Griffin....... 100,000 12.0% $43.13 1/28/08 $ 0 $ 2,712,423 $ 6,873,811
Michael E. Campbell..... 50,000 6.0% 43.13 1/28/08 0 1,356,211 3,436,906
Anthony W. Ruggiero..... 40,000 4.8% 43.13 1/28/08 0 1,084,969 2,749,524
Peter C. Kosche......... 25,000 3.0% 43.13 1/28/08 0 678,106 1,718,453
Thomas M. Gura.......... 20,000 2.4% 43.13 1/28/08 0 542,485 1,374,762
All Shareholders........ N/A N/A N/A N/A 0 1,245,622,105 3,156,650,978
All Optionees........... 835,700 100.0% 43.05 (f) 0 22,734,571 57,511,296
</TABLE>
- --------
(a) Options for the five named individuals were awarded on January 29, 1998.
One-third of the grant becomes exercisable annually, beginning on January
29, 1999.
(b) Under the Stock Option Plan, the Compensation Committee, in its
discretion, may grant stock appreciation rights in Olin stock ("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 is equal to 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 1998 and which were still outstanding at year-end.
(f) The expiration dates of options granted during fiscal 1998 are January 28,
2008, May 1, 2008 and September 24, 2008.
13
<PAGE>
The following table sets forth as to the individuals named in the summary
compensation table on page 12, information regarding options exercised during
1998 and the value of in-the-money outstanding options at the end of 1998.
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 12/31/98 Options at 12/31/98(a)
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald W. Griffin....... 11,948 $274,923 248,254 190,650 $444,598 $ 0
Michael E. Campbell..... 4,289 95,473 88,446 90,325 133,078 0
Anthony W. Ruggiero..... 0 0 50,649 90,550 0 0
Peter C. Kosche......... 0 0 48,256 48,496 73,558 0
Thomas M. Gura.......... 2,798 62,116 31,305 28,065 62,508 0
</TABLE>
- --------
(a) Value was computed as the difference between the exercise price and the
$28.3125 per share closing price of Olin Common Stock on December 31,
1998, as reported on the consolidated transaction reporting system
relating to New York Stock Exchange issues.
Corporate Performance Graph
The following graph compares the cumulative total shareholder return on the
Company's Common Stock during the five years ended December 31, 1998 with a
cumulative total return on the (i) Standard & Poor's Industrial Index ("S&P
Industrials"), (ii) Standard & Poor's Chemicals Index ("S&P Chemicals"), (iii)
Standard & Poor's MidCap 400 ("S&P MidCap"), and (iv) an Olin self-constructed
Peer Group Index ("Olin Peer Group"). The S&P MidCap and the Olin Peer Group
will replace the S&P Industrials and the S&P Chemicals, respectively, in the
performance graph in future proxy statements.
The Company has used the S&P Industrials and the S&P Chemicals as
comparisons since the performance graph was first introduced. However, after
the Spin-Off, Olin has become a significantly smaller company, and its only
remaining chemicals-related business is its chlor-alkali products business. As
a result, Olin believes that the S&P Industrials and the S&P Chemicals no
longer serve as appropriate comparisons by which to measure total return to
shareholders.
The S&P Industrials was selected as a broad equity market index used by a
large number of corporations as a comparison. That index however, includes
many companies that are significantly larger than Olin following the Spin-Off.
The S&P MidCap consists only of companies with a mid-range capitalization, and
includes the Company. Thus, it serves as a more valid base for comparing total
return to shareholders.
Olin selected the S&P Chemicals index originally because it represented a
published industry index that represented a wide variety of chemical
companies. However, most of the corporations included in that index engage in
a broad-range of chemicals manufacturing and sales, which is now substantially
different from the Company's chlor-alkali products business, which
significantly affects the Company's earnings. The Olin Peer Group consists of
corporations whose businesses are more representative of the Company's
business mix, and therefore serves as a more valid basis for comparison of
total return to shareholders. The Olin Peer Group consists of Georgia Gulf
Corporation, Pioneer Company, Brush Wellman Inc., Chase Industries Inc.,
Mueller Industries, Inc. and Wolverine Tube, Inc. The Olin Peer Group has been
weighted in accordance with market capitalization (closing stock price
multiplied by the number of shares outstanding) as of the beginning of each of
the five years covered by the performance graph. The weighted return for each
year was calculated by multiplying (a) the percentage that each corporation's
market capitalization represented of the total market capitalization for all
corporations in the Olin Peer Group for such year by (b) the total shareholder
return for that corporation for such year.
14
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG OLIN CORPORATION, THE S&P INDUSTRIALS INDEX,
THE S&P MIDCAP 400 INDEX, THE S&P CHEMICALS INDEX
AND A PEER GROUP
[GRAPH APPEARS HERE]
*$100 INVESTED ON 12/31/93 IN STOCK OR INDEX, INCLUDING REINVESTMENT OF
DIVIDENDS, FISCAL YEAR ENDING DECEMBER 31.
- --------------------------------------------------------------------------------
12/93 12/94 12/95 12/96 12/97 12/98
- --------------------------------------------------------------------------------
OLIN CORPORATION 100 109 164 170 228 142
PEER GROUP 100 142 149 150 191 119
S&P INDUSTRIALS 100 104 140 172 225 301
S&P MIDCAP 400 100 96 126 150 199 228
S&P CHEMICALS 100 116 151 200 246 224
- --------------------------------------------------------------------------------
Executive Agreements
As of December 31, 1998 each of the executive officers named in the table on
page 12 and seven other employees had 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 in lieu of other Olin severance benefits 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 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. After the spin-
off of Arch Chemicals on February 8, 1999, the executive officers named in the
table on page 12, other than Mr. Campbell, and three other employees not
15
<PAGE>
named in the table, continue to have such agreements. In addition, one new
officer has entered into such agreement in connection with the spin-off. 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 or until a Change in
Control occurs and the individual retains substantially the same position as
before the Potential Change in Control, whichever occurs earlier. 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 12) 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 a percentage of the employee's primary Social
Security benefit based on years of service, 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 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
16
<PAGE>
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.
The Senior Plan and the two supplementary plans mentioned above provide that
in the event of a "Change in Control", Olin will pay each participant a lump
sum amount sufficient to purchase an annuity which (together with any monthly
payment provided under trust arrangements or other annuities established or
purchased by Olin to make payments under such plan) will provide the
participant with the same monthly after-tax benefit as the participant would
have received under the plan, based on benefits accrued thereunder to the date
of the "Change in Control". The agreements described under "Executive
Agreements" above provide that an executive officer who is less than age 55 at
the time of a "Change in Control" will, for purposes of calculating the above
lump sum payment under the Senior Plan, be treated as if he had retired at age
55, with the lump sum payment being calculated on the basis of service to the
date of a "Change in Control".
The following table shows the maximum combined amounts payable annually on
normal retirement under the Pension Plan and Senior Plan. Such amounts will be
reduced by Social Security benefits and the other offsets described above.
Pension Plan Table
<TABLE>
<CAPTION>
Years of Service
--------------------------------------------------------------
Remuneration 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, 1998 are as follows: Mr. Griffin, 37.6 years (17.8 years under the Senior
Plan); Mr. Campbell, 20.6 years (11.3 years under the Senior Plan); Mr.
Ruggiero, 3.3 years (3.3 years under the Senior Plan); Mr. Kosche, 25.8 years
(5.6 years under the Senior Plan); and Mr. Gura, 30.5 years (11.4 years under
the Senior Plan).
17
<PAGE>
Deferrals
Under Olin's compensation plans and arrangements, all participants,
including directors, may defer payment of salaries, director compensation and
incentive compensation to cash and phantom stock accounts.
ITEM 2--APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of KPMG LLP as independent
auditors of Olin for the year 1999. 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 LLP as independent auditors.
A representative of KPMG 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 1999
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 LLP as Olin's independent auditors for 1999.
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. $11,500 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 2000 Annual
Meeting of Shareholders must be received at Olin's principal executive offices
by November 17, 1999 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. In addition, under Olin's By-laws, in order for nominations for
directors or other business proposals to be properly brought before the 2000
Annual Meeting by a shareholder, such shareholder must have delivered (in the
manner specified in the By-laws) a notice in writing to the Corporate
Secretary of Olin no later than January 30, 2000. The notice must contain the
information required by the By-laws.
By Order of the Board of Directors:
/s/ Johnnie M. Jackson, Jr.
Johnnie M. Jackson, Jr.
Secretary
Dated: March 17, 1999
18
<PAGE>
PRINTED ON RECYCLED PAPER
<PAGE>
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 29,
1999, 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 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 1-95 to the south and 1-84 to the
North (in Danbury). Other local highways are Route 1, Route 53, and Route 123.
From 1-95 (North or South)
Take Exit 15, (Route 7 connector). Follow the connector to he end, approximately
3 miles. Turn right at the traffic light. At bottom of the hill ("T"
intersection), turn right (south) onto Route 7. Make a right turn at the light
into 501 Merritt 7.
From Merritt Parkway (North or South)
Take Exit 40B, Route 7 north. At the end of the ramp, turn right (north) onto
Route 7. The Merritt 7 complex will be visible on the left, and at the first
traffic light turn left into complex.
<PAGE>
Please mark
your votes as [X]
indicated in
this example
The Board of Directors recommends a
vote FOR Items 1 and 2.
FOR WITHHELD
FOR ALL
<TABLE>
<CAPTION>
(except as noted below)
[ ] [ ]
FOR AGAINST ABSTAIN
<S> <C> <C>
Item 1-ELECTION OF DIRECTORS Item 2- RATIFICATION OF [ ] [ ] [ ]
Nominees: APPOINTMENT OF
Donald W. Griffin INDEPENDENT
G. Jackson Ratcliffe, Jr. AUDITORS
Richard M. Rompala
Anthony W. Ruggiero
</TABLE>
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)
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 1999 Annual Meeting of Shareholders at 10:30 a.m.
on Thursday, April 29th 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
<PAGE>
================================================================================
OLIN CORPORATION
================================================================================
CEOP
Mark box at right if an address change or comment has been
noted on the reverse side of this card. [_]
Please be sure to sign and date this Proxy. ----------------------------
Date
-----------------------------------------------------------------------------
Shareholder sign here
The Board of Directors recommends a vote FOR Items 1 and 2.
1. Election of the following nominees as Directors:
Donald W. Griffin For All Nominees Withhold For All Except
G. Jackson Ratcliffe, Jr. [_] [_] [_]
Richard M. Rompala
Anthony W. Ruggiero
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
2. Ratification of appointment of independent auditors.
For Against Abstain
[_] [_] [_]
PLEASE MARK, DATE, SIGN EXACTLY AS YOUR NAME APPEARS HEREON, AND RETURN THIS
FORM IN THE ENCLOSED ENVELOPE TO BOSTON EQUISERVE, PROXY TABULATION DEPT.,
P.O.BOX 9398, BOSTON, MA 02205-9975.
Common Stock credited to participants' accounts for which no written instruction
is received by the Trustee before the close of business (5:00 p.m. EST) on
April 27, 1999 will be voted in the same proportion as instructed shares of that
class. This form constitutes a direction to so vote.
DETACH CARD DETACH CARD
To: Participants in the Olin Corporation Contributing Employee Ownership
Plan ("CEOP")
Subject: Annual Meeting of Shareholders of Olin Corporation ("Olin")
Wachovia Bank, N.A. ("Wachovia") serves as Trustee of the Olin Corporation
Contributing Employee Ownership Plan. As a participant in the CEOP, you are
entitled to instruct Wachovia, as Trustee, how to vote the shares of common
stock of Olin allocated to your account at the annual meeting of shareholders of
Olin to be held on April 29, 1999. Your instructions may also determine how
shares which are allocated for which no instructions are received and
unallocated shares are voted.
YOUR INSTRUCTIONS ARE IMPORTANT. YOU SHOULD MARK AND RETURN THE INSTRUCTION CARD
IN THIS PACKET TO THE TRUSTEE. YOUR INSTRUCTION CARD CONTAINED IN THIS PACKET
MUST BE RETURNED SO THAT IT WILL BE RECEIVED BY WACHOVIA NO LATER THAN THE CLOSE
OF BUSINESS (5:00 P.M. EST) ON APRIL 27, 1999. YOUR INSTRUCTIONS TO THE TRUSTEE
WILL BE CONFIDENTIAL.
The Proposals
The proposals before the shareholders of Olin are the election of the candidates
for the Board of Directors and certain other proposals. The proposed candidates
for the Board and the other proposal(s) are more fully described in the
accompanying proxy material. The Board of Directors of Olin recommends that you
vote for the election of Directors and in favor of the proposal(s).
Assuming a quorum is present at the annual meeting, the candidates for the Board
receiving the highest vote totals will be elected to the Board of Directors of
Olin. All other matters voted on will be decided by a majority vote of the
shares cast at the annual meeting.
Instruction Procedures
You should use the Instruction Card if you wish to instruct Wachovia how to vote
for the matters before the shareholders.
You should mark the Instruction Card to indicate whether you want Wachovia to
vote in favor of all of the candidates or vote against the candidates or vote in
favor of some of the candidates. You should also mark the card to direct
Wachovia regarding the other issues before the shareholders. You should then
return the Card in the enclosed postage-paid envelope.
(continued on the reverse)
<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 29, 1999
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?
- ------------------------------------ ---------------------------------------
- ------------------------------------ ---------------------------------------
- ------------------------------------ ---------------------------------------
(continued from the reverse)
If you return your Instruction Card and later change your mind, you may submit a
new Instruction Card. If Wachovia receives more than one Instruction card from
you, the most recently dated Card will completely supersede any previously dated
Card that Wachovia has received from you. Moreover, a dated Card will always
supersede any undated Card. If Wachovia receives two or more Cards from you
bearing the same date with differing votes, then with respect to the matters on
which they differ, Wachovia will disregard your Cards. If you sign your
Instruction Card and return it unmarked for any matter, then Wachovia will vote
your allocated shares FOR that matter.
If you fail to return an Instruction Card, the shares allocated to your account
will be voted as explained below. A new Instruction Card may be obtained from
Wachovia by calling (336) 770-7064. If proposals other than those listed on the
Instruction Card are presented at the annual meeting, the Olin Proxy Committee
will vote all shares of Olin held by the CEOP in its discretion on those
proposals.
The legal documents require Wachovia, as Trustee, to vote all allocated shares
of Olin common stock according to the instructions from the participants. In
addition, the legal documents provide that any unvoted or unallocated shares
shall be voted by the Trustee in the same proportion as the shares voted by the
participants.
Wachovia's Legal Responsibilities
For each matter, Wachovia will vote allocated shares of Olin common stock
according to your instructions on your most recent Instruction Card if that Card
has been properly marked and signed.
Otherwise, for each proposal Wachovia will vote shares of Olin common stock as
explained above for which (i) no Instruction Card is received or (ii) the most
recent signed Instruction Card received is not properly marked unless doing so
would not be consistent with the provisions of Title I of the Employee
Retirement Income Security Act ("ERISA").
If following these rules for voting unallocated shares and allocated shares for
which no Instruction Card is received or for which the most recent signed
Instruction Card received is not properly marked would lead to an imprudent
result (keeping in mind that in many situations more than one result may be
prudent), then Wachovia must vote such shares of common stock of Olin as
Wachovia believes prudent. Wachovia will follow these rules unless it has well-
founded reasons why doing so would not be prudent or otherwise not consistent
with Title I of ERISA.
Confidentiality
Your Instruction Card is CONFIDENTIAL. Your instructions will be known only by
Wachovia. If you have any questions about the procedures, you may contact
Wachovia at (336) 770-7064.
Delivery
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
By Regular Mail By Hand Delivery By Express Mail
- -------------------------------------------------------------------------------
<S> <C> <C>
Boston EquiServe Boston EquiServe Boston EquiServe
Proxy Tabulation Department Proxy Tabulation Department Proxy Tabulation Department
P.O. Box 9389 150 Royall STreet 150 Royall Street
Boston, MA 02205-9975 Canton, MA 02021-1031 Mail Stop: 45-70-10
Canton, MA 02021-1031
- -------------------------------------------------------------------------------
</TABLE>
Cordially yours,
Wachovia Bank, N.A. Trustee
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
---------------------------------------------------------
OLIN CORPORATION
---------------------------------------------------------
PRIME PLAN
Mark box at right if an address change or comment has been noted on
the reverse side of this card. [ ]
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- --- Shareholder sign here ------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1 and 2.
1. Election of the following nominees as Directors:
For All With- For All
Nominees hold Except
Donald W. Griffin [ ] [ ] [ ]
G. Jackson Ratcliffe, Jr.
Richard M. Rompala
Anthony W. Ruggiero
NOTE: If you do not wish your shares woted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. Ratification of appointment of independent auditors. [ ] [ ] [ ]
PLEASE MARK, DATE, SIGN EXACTLY AS YOUR NAME APPEARS HEREON, AND RETURN THIS
FORM IN THE ENCLOSED ENVELOPE TO BOSTON EQUISERVE, PROXY TABULATION DEPT., P.O.
BOX 9398, BOSTON, MA 02205-9975.
Common Stock credited to participants' accounts for which no written instruction
is received by the Trustee before the close of business (5:00 p.m. EST) on April
27, 1999 will be voted in the same proportion as instructed shares of that
class. This form constitutes a direction to so vote.
DETACH CARD DETACH CARD
To: Participants in the Primex Technologies, Inc. Retirement
Investment Management Experience Plan ("Prime")
Subject: Annual Meeting of Shareholders of Olin Corporation ("Olin")
Wachovia Bank, N.A. ("Wachovia") serves as Trustee of the Primex Technologies,
Inc. Retirement Investment Management Experience Plan. As a participant in the
PRIME, you are entitled to instruct Wachovia, as Trustee, how to vote the shares
of common stock of Olin allocated to your account at the annual meeting of
shareholders of Olin to be held on April 29, 1999. Your instructions may also
determine how shares which are allocated for which no instructions are received
and unallocated shares are voted.
YOUR INSTRUCTIONS ARE IMPORTANT. YOU SHOULD MARK AND RETURN THE VOTING
INSTRUCTION CARD IN THIS PACKET TO THE TRUSTEE. YOUR INSTRUCTION CARD MUST BE
RETURNED SO THAT IT WILL BE RECEIVED BY WACHOVIA NO LATER THAN THE CLOSE OF
BUSINESS (5:00 PM EST) ON APRIL 27, 1999. YOUR INSTRUCTIONS TO THE TRUSTEE WILL
BE CONFIDENTIAL.
The Proposals
The Proposals before the shareholders of Olin are the election of the candidates
for the Board of Directors and certain other proposals. The proposed candidates
for the Board and the other proposal(s) are more fully described in the
accompanying proxy material. The Board of Directors of Olin recommends that you
vote for the election of Directors and in favor of the proposal(s).
Assuming a quorum is present at the annual meeting, the candidates for the Board
receiving the highest vote totals will be elected to the Board of Directors of
Olin. All other matters voted on will be decided by a majority vote of the
shares cast at the annual meeting.
Instruction Procedures
You should use the Instruction Card if you wish to instruct Wachovia how to vote
for the matters before the shareholders.
You should mark the Instruction Card to indicate whether you want Wachovia to
vote in favor of all of the candidates or vote against the candidates or vote in
favor of some of the candidates. You should also mark the card to direct
Wachovia regarding the other issues before the shareholders. You should then
return the Card in the enclosed postage-paid envelope.
(continued on the reverse)
<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 29,
1999 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?
_________________________________ _________________________________
_________________________________ _________________________________
_________________________________ _________________________________
(continued from the reverse)
If you return your Instruction Card and later change your mind, you may submit a
new Instruction Card. If Wachovia receives more than one Instruction Card from
you, the most recently dated Card will completely supersede any previously dated
Card that Wachovia has received from you. Moreover, a dated Card will always
supersede any undated Card. If Wachovia receives two or more Cards from you
bearing the same date with differing votes, then with respect to the matters on
which they differ, Wachovia will disregard your Cards. If you sign your
Instruction Card and return it unmarked for any matter, then Wachovia will vote
your allocated shares FOR that matter.
If you fail to return an Instruction Card, the shares allocated to your account
will be voted as explained below. A new Instruction Card may be obtained from
Wachovia by calling (336) 770-7064. If proposals other than those listed on the
Instruction Card are presented at the annual meeting, the Olin Proxy Committee
will vote all shares of Olin held by the PRIME in its discretion on those
proposals.
The legal documents require Wachovia, as Trustee, to vote all allocated shares
of Olin common stock according to the instructions from the participants. In
addition, the legal documents provide that any unvoted or unallocated shares
shall be voted by the Trustee in the same proportion as the shares voted by the
participants.
Wachovia's Legal Responsibilities
For each matter, Wachovia will vote allocated shares of Olin common stock
according to your instructions on your most recent Instruction Card if that Card
has been properly marked and signed.
Otherwise, for each proposal Wachovia will vote shares of Olin common stock as
explained above for which (i) no Instruction Card is received or (ii) the most
recent signed Instruction Card received is not properly marked unless doing so
would not be consistent with the provisions of Title I of the Employee
Retirement Income Security Act ("ERISA").
If following these rules for voting unallocated shares and allocated shares for
which no Instruction Card is received or for which the most recent signed
Instruction Card received is not properly marked would lead to an imprudent
result (keeping in mind that, in many situations, more than one result may be
prudent), then Wachovia must vote such shares of common stock of Olin as
Wachovia believes prudent. Wachovia will follow these rules unless it has
well-founded reasons why doing so would not be prudent or otherwise not
consistent with Title I of ERISA.
Confidentiality
Your Instruction Card is CONFIDENTIAL. Your instructions will be known only by
Wachovia. If you have any questions about the procedures, you may contact
Wachovia at (336) 770-7064.
Delivery
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
By Regular Mail By Hand Delivery By Express Mail
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Boston EquiServe Boston EquiServe Boston EquiServe
Proxy Tabulation Department Proxy Tabulation Department Proxy Tabulation Department
P.O. Box 9389 150 Royall Street 150 Royall Street
Boston, MA 02205-9975 Canton, MA 02021-1031 Mail Stop: 45-70-10
Canton, MA 02021-1031
- ------------------------------------------------------------------------------------------------------
</TABLE>
Cordially yours,
Wachovia Bank, N.A. Trustee
