- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 10-K (Mark One) [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1070 OLIN CORPORATION (Exact name of registrant as specified in its charter) Virginia 13-1872319 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 06856-4500 501 Merritt 7 (Zip Code) P.O. Box 4500 Norwalk, CT (Address of principal executive offices) Registrant's telephone number, including area code: (203) 750-3000 ---------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: <TABLE> <CAPTION> NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- ----------------------- <S> <C> Common Stock New York Stock Exchange Chicago Stock Exchange Pacific Stock Exchange Series A Participating Cumulative Preferred New York Stock Exchange Stock Purchase Rights Chicago Stock Exchange Pacific Stock Exchange </TABLE> ---------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE ---------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No . Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] ---------------- As of January 31, 1998, the aggregate market value of registrant's common stock held by non-affiliates of registrant was approximately $2,077,241,166. ---------------- As of January 31, 1998, 48,789,078 shares of the registrant's common stock were outstanding. ---------------- DOCUMENTS INCORPORATED BY REFERENCE PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED BY REFERENCE IN THIS FORM 10-K AS INDICATED HEREIN: <TABLE> <CAPTION> PART OF 10-K DOCUMENT INTO WHICH INCORPORATED -------- ----------------------- <S> <C> 1997 Annual Report to Shareholders of Olin Parts I, II, and IV Proxy Statement relating to Olin's 1998 Part III Annual Meeting of Shareholders </TABLE> - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PART I ITEM 1. BUSINESS GENERAL Olin Corporation is a Virginia corporation, incorporated in 1892, having its principal executive offices in Norwalk, Connecticut. It is a manufacturer concentrated in chemicals, metals and ammunition. The chemicals segment is divided into three areas or divisions: Chlor-alkali, Chemicals and Microelectronic Materials. Chlor-alkali includes chlor-alkali products, sodium hydrosulfite and high strength bleach products. Chemicals includes pool chemicals, biocides, sulfuric acid, hydrazine, polyols and propylene glycols. Microelectronic Materials includes image-forming and related specialty chemicals and electronic interconnect materials and services. The metals and ammunition segment is divided into two divisions: the Brass Division and the Winchester Division. Products in the metals and ammunition segment include copper and copper alloy sheet, strip, rod, wire, tube and fabricated parts, stainless steel strip and sporting ammunition. Information as to the sales and assets attributable to each of Olin's industry segments for each of the last three fiscal years appears on page 24 of the 1997 Annual Report to Shareholders of Olin ("Shareholders Report") and in Exhibit 13 hereto. Such information in Exhibit 13 with respect to the last three fiscal years is incorporated by reference in this Report.* Information as to operating income of Olin's industry segments for each of the last three fiscal years contained on page 24 of the Shareholders Report and in Exhibit 13 hereto is incorporated herein by reference as contained in Exhibit 13. The term "Olin" as used herein means Olin Corporation and its subsidiaries unless the context indicates otherwise. - -------- * Except for material that is both contained in Exhibit 13 hereto and incorporated herein by reference herein, the Shareholders Report is not "filed" as part of this Report. 2
PRODUCTS AND SERVICES The following is a list of the principal and certain other products and services provided by Olin and its affiliates as of December 31, 1997 within each industry segment. Principal products on the basis of annual sales are highlighted in bold face. CHEMICALS <TABLE> <CAPTION> MAJOR RAW MATERIALS PRODUCT LINE OR & COMPONENTS FOR DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES - --------------- ------------------- ---------------- -------------------- ------------------- <S> <C> <C> <C> <C> Chlor-alkali Chlor-alkali CHLORINE/CAUSTIC Pulp & paper Augusta, GA salt, SODA processing, Charleston, TN electricity chemical McIntosh, AL manufacturing, Niagara Falls, water NY purification, manufacture of vinyl chloride, bleach, swimming pool chemicals & urethane chemicals - ----------------------------------------------------------------------------------------------- Other Chlor- Sodium Paper, textile & Augusta, GA caustic soda, alkali Hydrosulfite clay bleaching Charleston, TN sulfur dioxide Products Salto, Brazil ----------------------------------------------------------------------------------- HyPure(TM) Industrial & Charleston, TN chlorine, products institutional caustic cleaners, soda textile bleaching - ----------------------------------------------------------------------------------------------- Chemicals Pool HTH(R), SOCK- Residential & Charleston, TN chlorine, lime, Chemicals IT(R) commercial pool Igarassu, Brazil caustic soda PULSAR(R), SUPER sanitizing, (Nordesclor SOCK-IT(R), water S.A.) DURATION(R) & purification Salto, Brazil CCH(R) CALCIUM Kempton Park, HYPOCHLORITE S. Africa (Aquachlor (Proprietary) Ltd.) ----------------------------------------------------------------------------------- PACE(R) Residential & Anaheim, CA chlorine, CHLORINATED commercial pool Amboise, France caustic ISOCYANURATES** sanitizing, soda, urea water purification - ----------------------------------------------------------------------------------------------- Biocides Omacide(R), Antidandruff Rochester, NY pyridine, zinc IPBC, agents Swords, Ireland & copper salts, Triadine(R) in shampoo; pre- chlorine, Biocides, servative in iodine Zinc Omadine(R), metal working Copper fluids, coat- Omadine(R) & ings, adhesives Sodium & plastics; an- Omadine(R) tifouling agent Biocides in marine paints; archi- tectural paints & coatings ----------------------------------------------------------------------------------- Custom chemicals Finished Rochester, NY manufacturing products for agricultural, photo- graphic, hair dye & general chemical industries - ----------------------------------------------------------------------------------------------- Performance Flexible polyols Intermediate for Punta Camacho, propylene Urethanes & flexible foam Venezuela oxide, Organics used in ethylene oxide, furniture, glycerine bedding, carpet underlay, transportation, packaging ----------------------------------------------------------------------------------- Specialty Elastomers, Brandenburg, KY propylene polyols adhesives, Punta Camacho, oxide, coatings, Venezuela ethylene oxide, sealants & rigid glycerine foam ----------------------------------------------------------------------------------- Urethane systems Packaging & Salto, Brazil polyols, insulation methylene diphenyl diisocyanate </TABLE> - ------------------------------------------------------------------------------- * If site is not operated by Olin or a majority-owned, direct or indirect subsidiary, name of joint venture, affiliate or operator is indicated. Sites manufacture, distribute or market one or more of the identified products or services. ** Product is distributed and not manufactured. 3
CHEMICALS (CONT'D) <TABLE> <CAPTION> MAJOR RAW MATERIALS PRODUCT LINE OR & COMPONENTS FOR DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES --------------- ------------------- ------------------- -------------------- ------------------- <C> <C> <S> <C> <C> Glycols & glycol Household, Brandenburg, KY ethylene oxide, Ethers industrial & propylene oxide, institutional nonylphenol cleaners, alcohols personal care products & antifreeze ---------------------------------------------------------------------------------------- Nonionic Household, Punta Camacho, ethylene oxide surfactants industrial & Venezuela institutional cleaners, Oil field chemicals ---------------------------------------------------------------------------------------- Contract Various Brandenburg, KY manufacturing - ---------------------------------------------------------------------------------------------------- Hydrazine Hydrazine Intermediate in Lake Charles, LA chlorine, solutions & blowing agents & McIntosh, AL caustic hydrazine-based agricultural soda, ammonia, propellants chemicals; dimethylamine, boiler water monomethylamine treatment, rocket & satellite propellants - ---------------------------------------------------------------------------------------------------- Acids Virgin & Petroleum Beaumont, TX sulfur, oxygen regenerated refining, pulp & Shreveport, LA sulfuric acid paper chemicals - ---------------------------------------------------------------------------------------------------- Microelectronic Materials Electronic High purity Used as process Chandler, AZ various acids Chemicals acids & aids in Mesa, AZ & solvents, solvents, semiconductor Seward, IL ammonia-based dopants, manufacturing Zwijndrecht, etchants vapor deposition Belgium chemicals, specialty etchants, chemical management services ---------------------------------------------------------------------------------------------- Photoresists & Used as Brandenburg, KY diazo compounds, polyimides semiconductor East Providence, rubber polymers, components RI novolak and/or as Tempe, AZ polymers, process aids in Zwijndrecht, solvents, semiconductor Belgium photoinitiators, manufacturing & Shizuoka, Japan polyimide flat panel (FUJIFILM OLIN polymers displays Co., Ltd.) Hsin-chu, Taiwan (FUJIFILM OLIN Taiwan Co., Ltd.) - ---------------------------------------------------------------------------------------------------- Interconnect High performance Integrated Manteca, CA specialty Materials integrated circuits & aluminum circuit multi-chip alloys & packaging modules for specialty materials computer, adhesives telecommunications, instrumentation & automotive products ---------------------------------------------------------------------------------------------- High All industry New Bedford, MA all metals, performance, market segments; metal high computer, alloys, metal reliability, communications, matrix hermetic metal medical, composites, packages for the industrial, special alloys microelectronics instrumentation, and industry automotive, glasses consumer, aerospace and military </TABLE> - -------------------------------------------------------------------------------- * If site is not operated by Olin or a majority-owned, direct or indirect subsidiary, name of joint venture, affiliate or operator is indicated. Sites manufacture, distribute or market one or more of the identified products or services. 4
METALS AND AMMUNITION <TABLE> <CAPTION> MAJOR RAW MATERIALS PRODUCT LINE OR & COMPONENTS FOR DIVISION PRODUCTS & SERVICES MAJOR END-USES PLANTS & FACILITIES* PRODUCTS/SERVICES --------------- ------------------- ---------------- -------------------- ------------------- <C> <C> <S> <C> <C> Olin Brass COPPER & COPPER Electronic Bryan, OH copper, zinc & ALLOY SHEET & connectors, lead East Alton, IL other STRIP frames, Indianapolis, IN nonferrous (STANDARD & electrical Waterbury, CT metals HIGH components, Iwata, Japan PERFORMANCE) communications, (Yamaha-Olin automotive, Metal builders' Corporation) hardware, coinage, ammunition ------------------------------------------------------------------------------------------ Network of Electronic Allentown, PA copper & copper metals connectors, Alliance, OH alloy sheet, service centers electrical Caguas, PR strip, rod, components, Carol Stream, IL tube & steel & communications, Warwick, RI aluminum strip automotive, Watertown, CT builders' Yorba Linda, CA hardware, household products ------------------------------------------------------------------------------------------ Beryllium High performance East Alton, IL beryllium copper strip electronic copper applications ------------------------------------------------------------------------------------------ POSIT-BOND(R) Coinage strip & East Alton, IL cupronickel, CLAD METAL blanks copper & aluminum ------------------------------------------------------------------------------------------ ROLLED COPPER Printed circuit Waterbury, CT copper, zinc & FOIL, boards, other COPPERBOND(R) electrical & nonferrous FOIL, electronic, metals, STAINLESS STEEL automotive stainless steel STRIP ------------------------------------------------------------------------------------------ COPPER ALLOY Utility Cuba, MO copper, zinc & SEAMLESS & condensers, Indianapolis, IN other WELDED TUBE industrial heat nonferrous exchangers, metals refrigeration & air conditioning, builders' hardware, automotive ------------------------------------------------------------------------------------------ Fabricated Builders' East Alton, IL brass & products hardware, stainless cartridge cases, steel strip shaped charge cones, transportation, household & recreational products ------------------------------------------------------------------------------------------ Copper & copper Fasteners, Indianapolis, IN copper, zinc & alloy rod & electrical & other wire electronic nonferrous connectors, metals transportation, plumbing & builders' hardware - ------------------------------------------------------------------------------------------------ Winchester WINCHESTER(R) Hunters & East Alton, IL brass, lead, SPORTING recreational Geelong, steel, AMMUNITION shooters, law Australia plastic, (SHOT- enforcement propellant, SHELLS, SMALL agencies explosives CALIBER CENTERFIRE & RIMFIRE AMMUNITION) ------------------------------------------------------------------------------------------ Small caliber Infantry and East Alton, IL brass, lead, military mounted weapons propellant, ammunition explosives ------------------------------------------------------------------------------------------ Government- Maintenance and Independence, MO brass, lead, owned operation of propellant, arsenal U.S. Army small explosives, operation (GOCO) caliber military government- ammunition supplied production plant components ------------------------------------------------------------------- Maintenance of Baraboo, WI subcontracted & U.S. Army laid- government- away production supplied plant components ------------------------------------------------------------------------------------------ Industrial Maintenance East Alton, IL brass, lead, products (8 applications in Geelong, plastic, gauge loads & power & concrete Australia propellant, powder-actuated industries, explosives tool loads) powder-actuated tools in construction industry </TABLE> - -------------------------------------------------------------------------------- * If site is not operated by Olin or a majority-owned, direct or indirect subsidiary, name of joint venture, affiliate or operator is indicated. Sites manufacture, distribute or market one or more of the identified products or services. 5
1997 DEVELOPMENTS On October 22, 1997, Olin announced that it had entered into an agreement to sell its surfactants, fluids, non-urethane polypropylene glycol and polyethylene glycol businesses at its Doe Run facility in Brandenburg, Kentucky to BASF. This sale was concluded in November 1997. Olin will continue to produce certain of these products for BASF under a three-year supply agreement. On October 7, 1997, Olin and Asahi Glass Company announced that they have established separate ownership of two joint ventures the companies had previously formed in polyols and microelectronic packaging systems. Olin is now the sole owner of Aegis, Inc., a Massachusetts-based manufacturer of metal hermetic packages, and Asahi Glass Company is the sole owner of the former Asahi-Olin joint venture in polyols that was established in Kashima, Japan. This former Japanese joint venture manufactures flexible polyols which are used in conjunction with toluene diisocyanate (TDI) in the creation of polyurethane foams for furniture cushioning, carpet padding and related uses. On February 10, 1997, Olin announced it completed its planned purchase of DuPont's remaining 50% share of the two companies' Niachlor joint venture chlor-alkali plant in Niagara Falls, New York. In October 1996, the Board of Directors of Olin authorized the purchase of up to 5 million shares, or approximately 10%, of the outstanding common stock under a share repurchase program which began in January 1997. During 1997, Olin repurchased 3,827,100 shares. INTERNATIONAL OPERATIONS Olin has sales offices and subsidiaries in various countries which support the worldwide export of products from the United States as well as overseas production facilities. In addition, Olin has manufacturing interests, both direct and through joint ventures, in several foreign countries. An Olin subsidiary in Ireland manufactures biocides for personal care and industrial applications; a Brazilian subsidiary manufactures urethane systems and solution sodium hydrosulfite. A microelectronic materials subsidiary located in Belgium manufactures certain chemicals for the semiconductor industry. Hydrochim, S.A., a French subsidiary, is an isocyanurate repacking operation that distributes swimming pool chemicals to the trade. Etoxyl, C.A., a Venezuelan subsidiary, manufactures urethane polyols, surfactants and other specialty chemicals. A group of Olin subsidiaries markets photoresists, polyimides and other image-forming chemicals throughout Europe. A joint venture with Fuji Photo Film Co., Ltd. manufactures photoresists, developers and flat panel display chemicals in Japan and markets them throughout the Far East. Nordesclor S.A., a joint venture with S.A. Industrias Votorantim, a Brazilian company, manufactures calcium hypochlorite. Through a joint venture with Sentrachem Limited, Olin has an interest in a plant in South Africa for the production of HTH(R) pool chemicals. Olin also has an interest in a plant in Venezuela for the production of ethylene oxide and ethylene glycol through a joint venture with Corimon, C.A., S.A.C.A., Petroquimica de Venezuela S.A. and the International Finance Corporation. Yamaha-Olin Metal Corporation, a joint venture with Yamaha Corporation, manufactures high-performance copper alloys in Japan for sale to the electronics industry throughout the Far East. An Olin subsidiary loads and packs sporting and industrial ammunition in Australia. The geographic segment data contained in the Note "Segment Information" of the Notes to Financial Statements on page 36 of the Shareholders Report and contained in Exhibit 13 hereto are incorporated by reference in this Report as contained in Exhibit 13. 6
CUSTOMERS AND DISTRIBUTION During 1997, no single customer accounted for more than 2.1% of Olin's total consolidated sales. Products which Olin sells to industrial or commercial users or distributors for use in the production of other products constitute a major part of Olin's total sales. Some of its products, such as pool chemicals, sporting ammunition and brass, are sold to a large number of users or distributors, while others, such as certain industrial chemicals, are sold in substantial quantities to a relatively small number of industrial users. Most of Olin's products and services are marketed primarily through its sales force and sold directly to various industrial customers, the U.S. Government and its prime contractors, to wholesalers and other distributors. Chemicals. Principal customers of Olin's chemicals products include the pulp and paper industries, vinyl chloride manufacturers, household and industrial cleaner suppliers, municipal and industrial wastewater treatment companies, specialty chemical manufacturers, automotive companies, packaging suppliers, the refrigeration industry, manufacturers of adhesives, coatings, elastomers and sealants, suppliers of various consumer products including shampoos and swimming pool sanitizers, semiconductor manufacturers, and defense contractors. Principal customers of Olin's interconnect materials business are suppliers to semiconductor manufacturers and major computer and telecommunications manufacturers. Metals and Ammunition. Principal customers of Olin's copper and copper alloy strip, sheet, rod, wire and seamless and welded tube include producers of electrical and electronic equipment, builders' hardware and appliances, the plumbing, automotive and air-conditioning industries and manufacturers of a variety of consumer goods. Olin manufactures cartridge brass for its ammunition business and for other ammunition makers. Olin also serves numerous high-technology markets through a thin-gauge reroll operation that produces stainless steels, high-temperature alloys and glass sealing alloys, in addition to copper and copper alloys. Posit-Bond(R) clad metal has made Olin a major supplier of metal to the U.S. Mint. Olin also sells various alloys to foreign governments for coinage purposes. The metal products business is also focused on the electronics market, providing high performance and high-quality materials needed by the electronics industry and other advanced technology customers. These materials include Olin-developed proprietary alloys and Copperbond(R) treated copper foil marketed to the printed circuit industry. Fabricated products are principally sold to ammunition manufacturers, the U.S. Armed Forces, building product suppliers, household product manufacturers and automotive manufacturers. The principal users of the Winchester Division's products are recreational shooters, hunters, law enforcement agencies, the power and concrete industries, the construction industry, the U.S. Armed Forces and certain allied governments. Because several of its businesses engage in government contracting activities and make sales to the U.S. Government, Olin is subject to extensive and complex U.S. Government procurement laws and regulations. These laws and regulations provide for ongoing government audits and reviews of contract procurement, performance and administration. Failure to comply, even inadvertently, with these laws and regulations and with laws governing the export of munitions and other controlled products and commodities could subject Olin or one or more of its businesses to civil and criminal penalties, and under certain circumstances, suspension and debarment from future government contracts and the exporting of products for a specified period of time. 7
COMPETITION Olin is in active competition with businesses producing the same or similar products, as well as, in some instances, with businesses producing different products designed for the same uses. With respect to certain product groups, such as ammunition and copper alloys, and with respect to certain individual products, such as pool chemicals, anti-dandruff agents, caustic soda and chlorine, Olin is among the large manufacturers or distributors in the United States. With respect to its many other products, Olin's share of total domestic sales varies greatly. EMPLOYEES As of December 31, 1997, Olin had approximately 9,800 employees (excluding approximately 1,100 employees at Government-owned, contractor-operated facilities and excluding employees of disposed businesses), approximately 9,100 of whom were working in the United States and approximately 700 of whom were working in foreign countries. A majority of the hourly-paid employees are represented, for purposes of collective bargaining, by various labor unions. Some labor contracts extend for as long as five years, but during each year new agreements must be negotiated in a number of Olin's plants. Olin is currently engaged in negotiations for a new labor agreement at its Niachlor facility in Niagara Falls, NY. In addition, Olin has one major labor contract scheduled to expire in 1998. While relations between Olin and its employees and their various representatives are generally considered satisfactory, there can be no assurance that new labor contracts can be concluded without work stoppages. No major work stoppages have occurred in the last three years. RESEARCH ACTIVITIES; PATENTS Olin's research activities are conducted both on a product-group and corporate-wide basis at a number of facilities. Company-sponsored research expenditures were approximately $29 million during 1997, $39 million during 1996 and $34 million during 1995. Olin owns, or is licensed under, a number of patents, patent applications and trade secrets covering its products and processes. Olin believes that, in the aggregate, the rights under such patents and licenses are important to its operations, but does not consider any patent or license or group thereof related to a specific process or product to be of material importance when viewed from the standpoint of Olin's total business. RAW MATERIALS AND ENERGY Olin purchases the major portion of its raw material requirements. The principal basic raw materials purchased by Olin for its production of chemicals are various hydrocarbons and derivatives, salt, lime, electricity, propylene oxide, ethylene oxide, sulfur, pyridine and ammonia. Copper, zinc and various other nonferrous metals are required for the metals business. Lead, brass and propellant are the principal raw materials used in the ammunition business. Olin's principal basic raw materials are typically purchased pursuant to multiyear contracts. In addition, Olin uses many chemicals produced in its own operations as raw materials, intermediates or processing agents in the production of various other chemical products. In the manufacture of ammunition, Olin uses a substantial percentage of its own output of cartridge brass. Additional information with respect to specific raw materials is set forth in the table above under the caption entitled "Products and Services." Electricity is the predominant energy source for Olin's manufacturing facilities. Most of Olin's facilities are served by utilities which generate electricity principally from coal, hydro and nuclear power. 8
ENVIRONMENTAL AND TOXIC SUBSTANCES CONTROLS <TABLE> <CAPTION> 1997 1996 1995 ---- ---- ---- (IN MILLIONS) <S> <C> <C> <C> Cash Outlays: Remedial and Investigatory Spending...................... $31 $30 $25 Capital Spending......................................... 5 6 8 Plant Operations......................................... 23 35 34 --- --- --- Total Cash Outlays......................................... $59 $71 $67 === === === </TABLE> The establishment and implementation of federal, state and local standards to regulate air, water and land quality has affected and will continue to affect substantially all of Olin's manufacturing locations. Federal legislation providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances has imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition, implementation of environmental laws, such as the Resource Conservation and Recovery Act and the Clean Air Act, has required and will continue to require new capital expenditures and will increase operating costs. Olin is enrolled in the United States Environmental Protection Agency's Voluntary Industrial Toxics Reduction Program. Olin employs waste minimization and pollution prevention programs at its manufacturing sites. Olin is party to various governmental and private environmental actions associated with waste disposal sites and manufacturing facilities. Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs. Charges to income for investigatory and remedial efforts were material to operating results in 1997, 1996 and 1995 and may be material to net income in future years. Such charges to income were $19 million, $70 million and $24 million in 1997, 1996 and 1995, respectively. Cash outlays for remedial and investigatory activities associated with former waste sites and past operations were not charged to income but instead were charged to reserves established for such costs identified and expensed to income in prior years. Cash outlays for normal plant operations for the disposal of waste and the operation and maintenance of pollution control equipment and facilities to ensure compliance with mandated and voluntarily imposed environmental quality standards were charged to income. Historically, Olin has funded its environmental capital expenditures through cash flow from operations and expects to do so in the future. Olin's estimated environmental liability at the end of 1997 was attributable to 46 sites, 18 of which were on the National Priority List ("NPL"). Ten sites accounted for approximately 81% of such liability and, of the remaining sites, no one site accounted for more than 2% of such liability. One of these ten sites is in the investigatory stage of the remediation process. In this stage, remedial investigation and feasibility studies are conducted by either Olin, the United States Environmental Protection Agency ("EPA") or other potentially responsible parties ("PRPs") and a Record of Decision ("ROD") or its equivalent has not been issued. At another seven of the ten sites, a ROD or its equivalent has been issued by either the EPA or responsible state agency and Olin, either alone or as a member of a PRP group, was engaged in performing the remedial measures required by that ROD. At the remaining two of the ten sites, part of the site is subject to a ROD and another part is still in the investigative stage of remediation. All ten sites were either former manufacturing facilities or waste sites containing contamination generated by those facilities. Total environmental-related cash outlays for 1998 are estimated to be $65 million, of which $30 million is expected to be spent on remedial and investigatory efforts, $8 million on capital projects and $27 million on normal plant operations. Annual environmental-related cash outlays for site investigation and remediation, capital projects and normal plant operations are expected to range between $65-90 million over the next several years. While Olin does not anticipate a material increase in the projected annual level of its environmental-related costs, there is always the possibility that such increases may occur in the future in view of the 9
uncertainties associated with environmental exposures. Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other potentially responsible parties and Olin's ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably against Olin. At December 31, 1997, Olin had estimated additional environmental contingent liabilities of $41 million. See also Item 3, "Legal Proceedings" below, the Note "Environmental" of the Notes to Financial Statements contained in the Shareholders Report and Exhibit 13 hereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" incorporated in this Report for additional information regarding environmental matters affecting Olin. ITEM 2. PROPERTIES Olin has manufacturing sites at 27 separate locations in 16 states and Puerto Rico and six manufacturing sites in six foreign countries. Most manufacturing sites are owned although a number of small sites are leased. Listed under Item 1 above in the table set forth under the caption "Products and Services" are the locations at or from which Olin's products and services are manufactured, distributed or marketed by segment. Olin leases warehouses, terminals and distribution offices and space for executive and branch sales offices and service departments throughout the country and overseas. ITEM 3. LEGAL PROCEEDINGS (a) In 1979, an action was commenced in the U.S. District Court in New York by the United States against Occidental Chemical Corporation (then known as Hooker Chemical & Plastics Corporation) ("Oxychem"), certain related companies, Olin and the City of Niagara Falls, New York, alleging that chemical wastes are migrating in violation of environmental laws or regulations from a site in Niagara Falls where Oxychem and Olin own adjacent, inactive chemical waste landfills. The United States sought injunctive relief and an order requiring Oxychem and Olin, among other things, to secure the landfill site, install a leachate collection system and treat whatever leachate is collected, as well as an order requiring Oxychem and Olin to place $16.5 million in trust or provide a bond to ensure that the site will be secured. The United States also sought civil penalties for each day of alleged violation of the Clean Water Act which currently has a maximum daily penalty of $27,500. In 1980, the State of New York filed a complaint as co-plaintiff in the same action based upon essentially the same factual allegations as in the suit brought by the United States. The State is seeking $100 million in compensatory damages and $100 million in punitive damages. The State also requested a court order to abate the alleged nuisance and penalties of $10,000 per day for alleged violations of each of four provisions of New York's Environmental Conservation Law. In 1983, the State filed a motion to amend its complaint to include a count under CERCLA (Comprehensive Environmental Response, Compensation and Liability Act of 1980) alleging damage to natural resources. In 1986, the Department of Justice filed a motion to amend its complaint to include a CERCLA and SARA (Superfund Amendments and Reauthorization Act of 1986) count. Oxychem and Olin have filed an opposition to the motions and the court deferred a ruling on both motions. Under stipulations, Olin and Oxychem conducted a remedial investigation and feasibility study. In 1990, EPA issued a Proposed Remedial Action Plan followed by a Record of Decision ("ROD"). The EPA selected remedy was estimated to cost $30 million. In 1991, the EPA issued an administrative order directing Olin and Oxychem to implement the remedy identified in the ROD. Olin and Oxychem have commenced performance of the remedy identified in such order. Olin and Oxychem are currently 10
negotiating with the U.S. Environmental Protection Agency ("EPA") to resolve EPA's claim for oversight costs on the project. Olin and Oxychem will share the cost of the remedy in an agreed-upon proportion. Olin believes that any liability incurred by it in this matter will not be materially adverse to its financial condition or liquidity and, with respect to non-environmental claims, its results of operations. See "Environmental Matters" contained in Item 7--Management's Discussion and Analysis and Financial Condition and Results of Operations. (b) In 1987, the EPA issued a ROD recommending remedial actions and ecological studies with respect to mercury contamination at the site of Olin's former mercury cell chlor-alkali plant in Saltville, Virginia. EPA, under Section 122 of CERCLA, asked Olin to undertake the work called for in the ROD, and Olin agreed to do so. In November 1988, Olin submitted to EPA, a work plan for remedial action, including additional stormwater run-on control around Pond #5 and construction of a wastewater treatment plant for the outfall from Pond #5. Olin then implemented that remedial action. Olin completed the remedial investigation and feasibility study of the former chlorine plant site, including Ponds # 5 and 6, in 1994. EPA issued a Record of Decision in 1995, calling for covering the former waste ponds, treatment of runoff from the ponds, and additional monitoring and investigation. In 1997, Olin negotiated a consent decree with the EPA under which Olin is implementing the Record of Decision. The ROD does not address remediation of the former chlorine plant site or the Holston River, which are the subject of the additional studies. Olin has completed clean-up activities at two small locations near Olin's former plant site, the Graveyard Dump Site and the former power plant. Olin has agreed with the site's Natural Resources Trustees to assess whether there are any natural resource damages to the Holston River associated with releases from the site. Olin believes that any liability incurred by it in this matter will not be materially adverse to its financial condition or liquidity. See "Environmental Matters" contained in Item 7--Management's Discussion and Analysis of Financial Condition and Results of Operations. (c) As part of the continuing environmental investigation by federal, state and local governments of waste disposal sites, Olin has entered into a number of settlement agreements requiring it to contribute to the cost of the investigation and cleanup of a number of sites. This process of investigation and cleanup is expected to continue. See "Environmental Matters" contained in Item 7--Management's Discussion and Analysis of Financial Condition and Results of Operations. (d) Olin and its subsidiaries are defendants in various other legal actions arising out of their normal business activities, none of which is considered by management to be material. 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of security holders during the three months ended December 31, 1997. Executive Officers of Olin Corporation as of March 1, 1998 <TABLE> <CAPTION> SERVED AS AN OLIN NAME AND AGE OFFICE OFFICER SINCE - ------------ ------ ------------- <S> <C> <C> Donald W. Griffin (61).. Chairman of the Board, President and Chief 1983 Executive Officer Michael E. Campbell (50)................... Executive Vice President 1987 Peter C. Kosche (55).... Senior Vice President 1993 Anthony W. Ruggiero (56)................... Senior Vice President and Chief Financial 1995 Officer Leon B. Anziano (55).... Vice President and President, Chlor-Alkali 1993 Products Division Thomas M. Gura (52)..... Vice President and President, Winchester 1997 Division George B. Erensen (54).. Vice President and General Tax Counsel 1990 Johnnie M. Jackson, Jr. Vice President, General Counsel and 1995 (52)................... Secretary Sarah Y. Kienzle (39)... Vice President, Planning and Development 1997 Louis S. Massimo (40)... Vice President and Controller 1996 Janet M. Pierpont (50).. Vice President and Treasurer 1990 Joseph D. Rupp (47)..... Vice President and President, Brass 1996 Division Steven T. Warshaw (49).. Vice President and President, Olin 1996 Microelectronic Materials Division </TABLE> No family relationship exists between any of the above named executive officers or between any of them and any Director of Olin. Such officers were elected to serve as such, subject to the By-Laws, until their respective successors are chosen. Each of the above-named executive officers, except L.B. Anziano, T.M. Gura, J.M. Jackson, Jr., S.Y. Kienzle, P.C. Kosche, L.S. Massimo, A.W. Ruggiero, J.D. Rupp and S.T. Warshaw, has served Olin as an executive officer for not less than the past five years. Leon B. Anziano was elected a Corporate Vice President on April 29, 1993. Prior to that time, since 1988, he has served Olin in the following management capacities: Group Vice President & General Manager, Industrial Chemicals; Group Vice President & General Manager, Urethanes; and President, Basic Chemicals Division. Thomas M. Gura was elected a Corporate Vice President on September 25, 1997. He was appointed President of the Winchester Division on August 19, 1997. Prior to that time, he served as Vice President, Marketing and Sales of the Brass Division. Johnnie M. Jackson, Jr. was elected a Corporate Vice President on April 27, 1995 and Corporate Secretary on April 29, 1993. Prior to that time, since 1989, he has served Olin in the following capacities: General Counsel-- Corporate Resources and Secretary, Associate General Counsel--Corporate Resources and Secretary and Deputy General Counsel. Sarah Y. Kienzle was elected a Corporate Vice President on September 25, 1997. Prior to that time, since August 1996, she was a Vice President of SRI Consulting. Since 1994, she was employed as a manager and later a principal of A.T. Kearney, Inc., a consulting firm, and prior to that she held various managerial positions at Amoco Chemical Company. 12
Peter C. Kosche was elected a Corporate Senior Vice President on January 1, 1996 and had been a Corporate Vice President since 1993. Prior to 1993 and since 1988, he has served Olin in the following management capacities: General Manager, Pool Chemicals; and Division Vice President, Materials Management. Louis S. Massimo was elected Controller effective April 1, 1996 and, in addition, a Corporate Vice President effective January 1, 1997. Since November 1994 until April 1996, he had served as Olin's Director of Corporate Accounting. Prior to that time, he was an Audit Senior Manager for KPMG Peat Marwick LLP. Anthony W. Ruggiero joined Olin on August 30, 1995 and was elected a Corporate Senior Vice President and Chief Financial Officer on September 29, 1995. From 1990 to 1995, he served as Senior Vice President and Chief Financial Officer of The Reader's Digest Association, Inc. Joseph D. Rupp was elected a Corporate Vice President on January 1, 1996 and also serves as President, Brass Division. Prior to that time, since 1985, he served as Vice President, Manufacturing and Engineering for the Brass Division. Steven T. Warshaw was elected a Corporate Vice President on January 1, 1996 and serves as President, Olin Microelectronic Materials Division. Prior to that time, since 1990, he has served Olin as Senior Vice President and General Manager, Olin Electronic Materials, President, OCG Microelectronic Materials, Vice President and General Manager, Performance Urethanes. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS As of January 31, 1998, there were approximately 10,533 record holders of Olin Common Stock. Olin Common Stock is traded on the New York, Chicago and Pacific Stock Exchanges. Information concerning the high and low sales prices of Olin Common Stock and dividends paid on Olin Common Stock during each quarterly period in 1997 and 1996 appears on page 38 of the Shareholders Report and in Exhibit 13 hereto and is incorporated herein by reference as contained in Exhibit 13. Among the provisions of Olin's agreements with its long-term lenders are restrictions relating to payment of dividends and acquisition of Common Stock. At December 31, 1997, retained earnings of approximately $220 million were not so restricted. ITEM 6. SELECTED FINANCIAL DATA The information relating to the last five fiscal years contained under the caption "Ten-Year Financial Summary" appearing on page 25 of the Shareholders Report and in Exhibit 13 hereto is incorporated by reference in this Report as contained in Exhibit 13. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing on pages 17 through 23 of the Shareholders Report and in Exhibit 13 hereto is incorporated by reference in this Report as contained in Exhibit 13. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 13
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements of Olin Corporation and subsidiaries and the related notes thereto together with the report thereon of KPMG Peat Marwick LLP dated January 29, 1998, appearing on pages 26 through 39 of the Shareholders Report and in Exhibit 13 hereto, are incorporated by reference in this Report as contained in Exhibit 13. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The biographical information relating to Olin's Directors under the heading "Item 1--Election of Directors" in the Proxy Statement relating to Olin's 1998 Annual Meeting of Shareholders ("Proxy Statement") is incorporated by reference in this Report. See also the list of executive officers following Item 4 of this Report. The information regarding compliance with Section 16 of the Securities Exchange Act of 1934, as amended, contained in the paragraph entitled "Section 16(a) Beneficial Ownership Reporting Compliance" under the heading "Security Ownership of Directors and Officers" in the Proxy Statement is incorporated by reference in this Report. ITEM 11. EXECUTIVE COMPENSATION The information under the heading "Executive Compensation" in the Proxy Statement (but excluding the Report of the Compensation Committee on Executive Compensation appearing on pages 11 through 12 of the Proxy Statement and the graph appearing on page 15 of the Proxy Statement) is incorporated by reference in this Report. The information under the headings "Additional Information Regarding the Board of Directors--Compensation of Directors" in the Proxy Statement is incorporated by reference in this Report. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information concerning holdings of Olin stock by certain beneficial owners contained under the heading "Certain Beneficial Owners" in the Proxy Statement and the information concerning beneficial ownership of Olin stock by Directors and officers of Olin under the heading "Security Ownership of Directors and Officers" in the Proxy Statement are incorporated by reference in this Report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Not applicable. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)1. FINANCIAL STATEMENTS Consolidated financial statements of Olin Corporation and subsidiaries and the related notes thereto together with the report thereon of KPMG Peat Marwick LLP dated January 29, 1998, 14
appearing on pages 26 through 39 of the Shareholders Report and in Exhibit 13 hereto are incorporated by reference in this Report as contained in Exhibit 13. 2. FINANCIAL STATEMENT SCHEDULES Schedules not included herein are omitted because they are inapplicable or not required or because the required information is given in the consolidated financial statements and notes thereto. Separate financial statements of 50% or less owned subsidiaries accounted for by the equity method are not summarized herein and have been omitted because, in the aggregate, they would not constitute a significant subsidiary. 3. EXHIBITS Management contracts and compensatory plans and arrangements are listed as Exhibits 10(a) through 10(w) below. <TABLE> <C> <S> 3(a) Olin's Restated Articles of Incorporation as amended effective May 8, 1997--Exhibit 3 to Olin's Form 10-Q for the Quarter ended March 31, 1997.* (b) By-Laws of Olin as amended effective January 1, 1998. 4(a) Articles of Amendment designating Series A Participating Cumulative Preferred Stock, par value $1 per share--Exhibit 2 to Olin's Form 8-A dated February 21, 1996, covering Series A Participating Cumulative Preferred Stock Purchase Rights.* (b) Rights Agreement dated as of February 27, 1996 between Olin and Chemical Mellon Shareholder Services, LLP, Rights Agent--Exhibit 1 to Olin's Form 8-A dated February 21, 1996, covering Series A Participating Cumulative Preferred Stock Purchase Rights.* (c) Form of Senior Debt Indenture between Olin and Chemical Bank-- Exhibit 4(a) to Form 8-K dated June 15, 1992; Supplemental Indenture dated as of March 18, 1994 between Olin and Chemical Bank--Exhibit 4(c) to Registration Statement No. 33-52771; Prospectus Supplement dated June 17, 1992 to Prospectus dated June 16, 1992, with respect to Olin's 8% Senior Notes Due 2002 filed under Registration Statement No. 33-4479; and Prospectus Supplement dated May 26, 1995 to Prospectus dated May 4, 1994 relating to Medium Term Notes, Series A filed under Registration Statement No. 33-52771.* (d) Form of Subordinated Debt Indenture between Olin and Bankers Trust Company--Exhibit 4(i) to Registration No. 33-4479.* (e) Credit Agreement, dated as of September 30, 1993, among Olin and the banks named therein--Exhibit 4 to Olin's Form 10-Q for the Quarter ended September 30, 1993.* (f) Letters, dated December 15, 1993, amending the Credit Agreement, dated as of September 30, 1993--Exhibit 4(f) to Olin's Form 10-K for 1993.* (g) Amendment, dated April 11, 1995, to Credit Agreement, dated as of September 30, 1993--Exhibit 4 to Olin's Form 10-Q for the Quarter ended June 30, 1995.* (h) Second Amendment, dated October 26, 1996, amending the Credit Agreement, dated as of September 30, 1993--Exhibit 4(h) to Olin's Form 10-K for 1996.* (i) Third Amendment, dated November 12, 1997, amending the Credit Agreement, dated as of September 30, 1993. (j) Fourth Amendment, dated November 12, 1997, amending the Credit Agreement, dated as of September 30, 1993. </TABLE> - -------- * Previously filed as indicated and incorporated herein by reference. Exhibits incorporated by reference are located in SEC File No. 1-1070 unless otherwise indicated. 15
Olin is party to a number of other instruments defining the rights of holders of long-term debt. No such instrument authorizes an amount of securities in excess of 10% of the total assets of Olin and its subsidiaries on a consolidated basis. Olin agrees to furnish a copy of each instrument to the Commission upon request. <TABLE> <C> <S> 10(a) 1980 Stock Option Plan for Key Employees of Olin Corporation and Subsidiaries, as amended--Exhibit 10(a) to Olin's Form 10-K for 1991.* (b) 1988 Stock Option Plan for Key Employees of Olin Corporation and Subsidiaries as amended through February 23, 1995--Exhibit 10(b) to Olin's Form 10-K for 1994.* (c) Olin Corporation Performance Unit Plan, as amended April 24, 1986--Exhibit 10(a) to Olin's Form 10-Q for Quarter ended March 31, 1986.* (d) Olin Corporation Employee Deferral Plan, effective November 1, 1997. (e) Amendments to Olin Corporation Performance Unit Plan, adopted September 29, 1988--Exhibit 10(j) to Olin's Form 10-K for 1988.* (f) Amendment to Olin Corporation Performance Unit Plan, adopted May 25, 1989--Exhibit 10(b) to Olin's Form 10-Q for Quarter ended June 30, 1989.* (g) Amendment to Olin Corporation Performance Unit Plan, adopted September 26, 1991--Exhibit 10(j) to Olin's Form 10-K for 1991.* (h) Amendment to Olin Corporation Performance Unit Plan, adopted December 16, 1993--Exhibit 10(k) to Olin's Form 10-K for 1993.* (i) Olin Senior Executive Pension Plan with amendments--Exhibit 10(l) to Olin's Form 10-K for 1994.* (j) Olin Supplemental Contributing Employee Ownership Plan, effective January 1, 1990 with amendments incorporated through January 30, 1998. (k) Olin Corporation Key Executive Life Insurance Program--Exhibit 10(b) to Olin's Form 10-Q for Quarter ended March 31, 1986.* (l) Form of Olin Corporation Endorsement Split Dollar Agreement (effective January 1, 1993)--Exhibit 10(s) to Olin's Form 10-K for 1992.* (m) Form of executive agreement between Olin and certain executive officers as amended December 11, 1997. (n) Form of special severance agreement provided to certain employees to become operative upon a "change in control event". (o) Olin 1991 Long Term Incentive Plan, as amended through February 23, 1995--Exhibit 10(u) to Olin's Form 10-K for 1994.* (p) Description of 1991 Performance Unit Awards granted under the Olin 1991 Long Term Incentive Plan--Exhibit 10(w) to Olin's Form 10-K for 1991.* (q) Description of 1992 Performance Unit Awards granted under the Olin 1991 Long Term Incentive Plan--Exhibit 10(z) to Olin's Form 10-K for 1992.* (r) Description of Performance Share Awards granted under the Olin 1991 Long Term Incentive Plan--Exhibit 10 to Olin's Form 10-Q for the quarter ended June 30, 1993.* (s) Olin Corporation 1997 Stock Plan for Non-employee Directors as amended and restated effective October 2, 1997. </TABLE> - -------- * Previously filed as indicated and incorporated herein by reference. Exhibits incorporated by reference are located in SEC File No. 1-1070 unless otherwise indicated. 16
<TABLE> <C> <S> (t) Olin Senior Management Incentive Compensation Plan as amended April 27, 1995--Exhibit 10(b) to Olin's Form 10-Q for Quarter ended March 31, 1995.* (u) Description of Restricted Stock Unit Awards granted under the Olin 1991 Long Term Incentive Plan--Exhibit 10(bb) to Olin's Form 10-K for 1995.* (v) Form of EVA Incentive Plan (Management Incentive Compensation Plan) --Exhibit 10(dd) to Olin's Form 10-K for 1996.* (w) 1996 Stock Option Plan for Key Employees of Olin Corporation and Subsidiaries--Exhibit A to Olin's 1996 Proxy Statement dated March 12, 1996.* (x) Assumption of Liabilities and Indemnity Agreement, dated December 31, 1996, between Olin Corporation and Primex Technologies, Inc. --Exhibit 10(ii) to Olin's Form 10-K for 1996.* 11. Computation of Per Share Earnings (unaudited) 12. Computation of Ratio of Earnings to Fixed Charges (unaudited). 13. Excerpts from the 1997 Annual Report to Shareholders. 21. List of Subsidiaries. 23. Consent of KPMG Peat Marwick LLP dated March 10, 1998. 27. Financial Data Schedule. </TABLE> (b) REPORTS ON FORM 8-K No reports on Form 8-K were filed during the quarter ended December 31, 1997. - -------- * Previously filed as indicated and incorporated herein by reference. Exhibits incorporated by reference are located in SEC File No. 1-1070 unless otherwise indicated. 17
SIGNATURES PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. Olin Corporation Date: March 10, 1998 /s/ Donald W. Griffin By................................... DONALD W. GRIFFIN CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATE INDICATED. <TABLE> <CAPTION> SIGNATURE TITLE --------- ----- <S> <C> /s/ Donald W. Griffin Chairman of the Board, President and Chief ..................................... Executive Officer and Director (Principal DONALD W. GRIFFIN Executive Officer) /s/ Richard E. Cavanagh Director ..................................... RICHARD E. CAVANAGH /s/ William W. Higgins Director ..................................... WILLIAM W. HIGGINS /s/ Suzanne Denbo Jaffe Director ..................................... SUZANNE DENBO JAFFE /s/ John W. Johnstone, Jr. Director ..................................... JOHN W. JOHNSTONE, JR. /s/ Jack D. Kuehler Director ..................................... JACK D. KUEHLER /s/ Randall W. Larrimore Director ..................................... RANDALL W. LARRIMORE /s/ H. William Lichtenberger Director ..................................... H. WILLIAM LICHTENBERGER /s/ G. Jackson Ratcliffe, Jr. Director ..................................... G. JACKSON RATCLIFFE, JR. </TABLE> 18
<TABLE> <CAPTION> SIGNATURE TITLE --------- ----- <S> <C> /s/ Richard M. Rompala Director ..................................... RICHARD M. ROMPALA /s/ John P. Schaefer Director ..................................... JOHN P. SCHAEFER /s/ Louis S. Massimo Vice President and Controller ..................................... (Principal Accounting Officer) LOUIS S. MASSIMO /s/ Anthony W. Ruggiero Senior Vice President and Chief Financial ..................................... Officer (Principal Financial Officer) ANTHONY W. RUGGIERO </TABLE> Date: March 10, 1998 19
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