8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 27, 2002

OLIN CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	1-1070	13-1872319
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 4500, 501 Merritt 7, Norwalk, Connecticut (Address of principal executive offices) 06856-4500 (Zip Code)

(203) 750-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Item 2.    Acquisition or Disposition of Assets.

This Current Report on Form 8-K relates to the merger (the “Merger”), the effective date of which was September 27, 2002 (the “Effective Time”) between Plumber Acquisition Corp. (the “Merger Sub”), a wholly-owned subsidiary of Olin Corporation (“Olin”), with and into Chase Industries Inc., (“Chase”) pursuant to the Agreement and Plan of Merger dated as of May 7, 2002 (the “Merger Agreement”) by and among Olin, Chase and the Merger Sub. Chase is a leading manufacturer and supplier of brass rod in the U.S. and Canada with 2001 sales of $232 million.

At the Effective Time, Merger Sub was merged with and into Chase with Chase continuing as the surviving corporation and a wholly-owned subsidiary of Olin. Pursuant to the Merger Agreement, as a result of the Merger, each share of Chase common stock outstanding at the effective time of the Merger was converted into the right to receive 0.6400 of a share of Olin common stock. As a result, Olin will issue approximately 9,806,115 shares of its common stock. In addition, upon completion of the Merger, Olin assumed outstanding stock appreciation rights and options to purchase up to a maximum of 921,388 shares of Chase common stock, each at the exchange ratio referred to in the preceding sentence, and Olin assumed certain Chase stock plans.

Following consummation of the Merger, Chase’s common stock was delisted from the New York Stock Exchange. Olin common stock continues to trade on the New York Stock Exchange, the Pacific Exchange Inc., and the Chicago Stock Exchange under the symbol “OLN”. The issuance of Olin common stock under the Merger Agreement as described above was registered under the Securities Act of 1933, as amended, pursuant to Olin’s registration statement on Form S-4 (File No. 333-88990) filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2002 and became effective on August 15, 2002.

The Joint Proxy Statement/Prospectus of Olin and Chase included in the registration statement on Form S-4 contains additional information about the Merger. A copy of the Merger Agreement is attached as Exhibit 2.1 to Olin’s Current Report on Form 8-K filed with the Commission on May 9, 2002.

This Current Report on Form 8-K attaches hereto as Exhibit 99.1 and incorporates by reference herein Olin’s unaudited pro forma condensed combined balance sheet at June 30, 2002, and unaudited pro forma condensed combined statements of income for the six months ended June 30, 2002, and the year ended December 31, 2001, giving effect to the Merger as a purchase of Chase by Olin using the purchase method of accounting in accordance with Article 11 of Regulation S-X.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

The definitive Joint Proxy Statement/Prospectus and other relevant materials, and any other documents filed by Olin or Chase with the Commission, may be obtained free of charge at the Commission’s web site at www.sec.gov. In addition, investors and security holders may

obtain free copies of the documents filed with the Commission by Olin and Chase by contacting Mr. Richard E. Koch, Olin Corporation, 501 Merritt 7, Norwalk, CT 06856, 203-750-3254.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit No.	Exhibit
23	Consent of PricewaterhouseCoopers LLP.
99.1	Olin’s unaudited pro forma condensed combined balance sheet at June 30, 2002, and unaudited condensed combined statements of income for the six months ended June 30, 2002, and the year ended December 31, 2001, giving effect to the Merger as a purchase of Chase by Olin using the purchase method of accounting.
99.2	Chase Industries Inc. Annual Report on Form 10-K for the year ended December 31, 2001 (Sec. File No. 1-13394) and incorporated herein by reference.
99.3	Chase Industries Inc. Form 10-Q for the quarter ended June 30, 2002 (Sec. File No. 1-13394) and incorporated herein by reference.
99.4	Press release dated September 25, 2002.
99.5	Press release dated September 27, 2002.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OLIN CORPORATION
By:	/s/ GEORGE H. PAIN
	Name: Title:	George H. Pain Vice President, General Counsel and Secretary

Date: September 27, 2002

EXHIBIT INDEX

Exhibit No.	Exhibit
23	Consent of PricewaterhouseCoopers LLP.
99.1	Olin’s unaudited pro forma condensed combined balance sheet at June 30, 2002, and unaudited condensed combined statements of income for the six months ended June 30, 2002, and the year ended December 31, 2001, giving effect to the Merger as a purchase of Chase by Olin using the purchase method of accounting.
99.2	Chase Industries Inc. Annual Report on Form 10-K for the year ended December 31, 2001 (Sec. File No. 1-13394) and incorporated herein by reference.
99.3	Chase Industries Inc. Form 10-Q for the quarter ended June 30, 2002 (Sec. File No. 1-13394) and incorporated herein by reference.
99.4	Press release dated September 25, 2002.
99.5	Press release dated September 27, 2002.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Current Report on Form 8-K of Olin Corporation of our report dated February 13, 2002 relating to the financial statements and financial statement schedule of Chase Industries Inc., which appears in Chase Industries Inc.’s Annual Report on Form 10-K for the year ended December 31, 2001.

/s/ PRICEWATERHOUSECOOPERS LLP

Detroit, Michigan

September 26, 2002

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined balance sheet at June 30, 2002 reflects the merger as if it had occurred on the balance sheet date. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2001 and the six months ended June 30, 2002 reflect the merger as if it had occurred on January 1, 2001, the beginning of the fiscal year presented.

The unaudited pro forma condensed combined financial statements are based on the historical financial statements of Olin and Chase and give effect to the merger under the purchase method of accounting and apply the assumptions and adjustments as discussed in the accompanying notes to such statements, including assumptions relating to the allocation of the consideration paid for the assets and liabilities of Chase based on preliminary estimates of their fair value. The actual allocation of such consideration may differ from that reflected in the pro forma financial statements after final valuation procedures are completed following the closing of the merger. In the opinion of Olin and Chase, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial statements have been made based on the proposed terms and structure of the merger.

The unaudited pro forma condensed combined financial data do not give effect to any potential cost savings or other synergies that could result from the merger. Olin is in the process of developing a plan to integrate the operations of Chase with the operations of Olin. On a combined basis, there were no material transactions between Olin and Chase during the periods presented. There are no material differences between the accounting policies of Olin and Chase.

The pro forma adjustments made in connection with the development of the pro forma information are preliminary and have been made solely for purposes of developing such pro forma information for illustrative purposes necessary to comply with the disclosure requirements and are not necessarily indicative of the operating results or financial position that would have occurred if the merger had been consummated on any of the assumed dates referred to in the first paragraph above, nor is it necessarily indicative of future operating results or financial position.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes contained in Olin’s Form 10-K/A, as filed on August 13, 2002, for its fiscal year ended December 31, 2001 and Quarterly Report on Form 10-Q for its quarter ended June 30, 2002 and Chase’s Form 10-K for its fiscal year ended December 31, 2001 and Quarterly Report on Form 10-Q for its quarter ended June 30, 2002.

Unaudited Pro Forma Condensed Combined Balance Sheet

June 30, 2002

(Dollars in millions)

	Olin			Chase			Pro Forma Adjust-ments			Pro Forma Combined
	(a)			(a)
Assets:
Cash and Cash Equivalents	$	89		$	10		$	—		$	99
Short-Term Investments		25			—			—			25
Accounts Receivable, Net
—Trade		163			28			—			191
—Other		9			—			—			9
Inventories, Net		227			12			—			239
Income Taxes Receivable		14			—			(3	)(c)		11
Other Current Assets		51			6			—			57
Total Current Assets		578			56			(3	)		631
Property, Plant and Equipment, Net		441			118			20	(d)		579
Goodwill		42			—			42	(b)		84
Other Assets		79			1			—			80
Total Assets	$	1,140		$	175		$	59		$	1,374
Liabilities and Shareholders’ Equity:
Current Installment—Long-Term Debt	$	2		$	—		$	—		$	2
Accounts Payable		98			14			—			112
Income Taxes Payable		—			3			(3	)(c)		—
Accrued Liabilities		126			5			6	(e)		137
Total Current Liabilities		226			22			3			251
Long-Term Debt		328			—			—			328
Deferred Taxes		76			12			—			88
Other Liabilities		210			11			—			221
Total Liabilities		840			45			3			888
Commitments and Contingencies
Shareholders’ Equity:
Common Stock		47			—			10	(f)		57
Additional Paid-In Capital		263			32			171	(f)
								5	(g)
								(32	)(h)		439
Accumulated Other Comprehensive Loss		(15	)		(1	)		1	(h)		(15	)
Retained Earnings		5			99			(99	)(h)		5
Total Shareholders’ Equity		300			130			56			486
Total Liabilities and Shareholders’ Equity	$	1,140		$	175		$	59		$	1,374

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

Unaudited Pro Forma Condensed Combined Statement of Income

Six Months Ended June 30, 2002

(Dollars and shares in millions, except per share data)

	Olin			Chase		Pro Forma Adjust-ments			Pro Forma Combined
	(a)			(a)
Sales	$	609		$	123	$	—		$	732
Operating Expenses:
Cost of Goods Sold		555			110		1	(i)		666
Selling and Administration		57			5					62
Research and Development		2			—					2
Earnings (Loss) of Non-Consolidated Affiliates		(8	)		—					(8	)
Interest Expense		15			—					15
Interest Income		2			—					2
Other Income		2			—					2
Income (Loss) from Continuing Operations Before Taxes		(24	)		8		(1	)		(17	)
Income Tax Provision (Benefit)		(6	)		3		—			(3	)
Income (Loss) from Continuing Operations		(18	)		5		(1	)		(14	)
Discontinued Operations		—			1		—			1
Net Income (Loss)	$	(18	)	$	6	$	(1	)	$	(13	)
Net Income (Loss) per Common Share:
Basic:
Continuing Operations	$	(0.40	)	$	0.32				$	(0.25	)
Discontinued Operations		—			0.07					0.02
Total Net Income (Loss)	$	(0.40	)	$	0.39				$	(0.23	)
Diluted:
Continuing Operations	$	(0.40	)	$	0.31				$	(0.25	)
Discontinued Operations		—			0.07					0.02
Total Net Income (Loss)	$	(0.40	)	$	0.38				$	(0.23	)
Average Common Shares Outstanding(j):
Basic		45.4			15.3					55.4
Diluted		45.4			15.6					55.4

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

Unaudited Pro Forma Condensed Combined Statement of Income

Year Ended December 31, 2001

(Dollars and shares in millions, except per share data)

	Olin			Chase		Pro Forma Adjust-ments			Pro Forma Combined
	(a)			(a)
Sales	$	1,271		$	232				$	1,503
Operating Expenses:
Cost of Goods Sold		1,122			208	$	1	(i)		1,331
Selling and Administration		116			11					127
Research and Development		5			—					5
Earnings (Loss) of Non-Consolidated Affiliates		(8	)		—					(8	)
Interest Expense		17			—					17
Interest Income		1			—					1
Other Income		22			—					22
Gain (Loss) on Sales and Restructurings of Businesses and Spin-off Costs		(39	)		—					(39	)
Income (Loss) from Continuing Operations Before Taxes		(13	)		13		(1	)		(1	)
Income Tax Provision (Benefit)		(4	)		5		—			1
Income (Loss) from Continuing Operations	$	(9	)	$	8	$	(1	)	$	(2	)
Income (Loss) from Continuing Operations per Common Share:
Basic	$	(0.22	)	$	0.53				$	(0.04	)
Diluted	$	(0.22	)	$	0.53				$	(0.04	)
Average Common Shares Outstanding(j):
Basic		43.6			15.3					53.6
Diluted		43.6			15.5					53.6

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(a) These columns represent historical results of operations and financial position.

(b) This adjustment reflects the initial estimate made by Olin’s management of the excess of the total merger consideration over the estimated fair value of tangible net assets of Chase to be acquired. The following is a calculation (for purposes of this note only, in millions except share price):

	June 30, 2002
Consideration:
Shares of Olin common stock to be issued in the merger		10
Olin average price per share a few days before and after the merger agreement was announced on May 8, 2002	$	18.11
Value of Olin common stock to be issued in the merger	$	181
Estimated Olin transaction fees and expenses		6
Fair value of Chase options to be converted to Olin options		5
Estimated fair value of net assets acquired		(150	)
Preliminary goodwill	$	42

The total merger consideration will be allocated to the assets and liabilities of Chase based on their estimated fair value. The excess of the total merger consideration over the historical book value of Chase’s net assets has been allocated to goodwill and fixed assets. The final allocation of the merger consideration to the Chase assets acquired and liabilities assumed depends upon certain valuations and studies that have not progressed to a stage where there is sufficient information to make a final allocation in the accompanying pro forma condensed combined financial information. In accordance with Statement of Financial Accounting Standards No. 142,”Goodwill and Other Intangible Assets”, Olin ceased amortizing goodwill as of January 1, 2002. We anticipate that a portion of the purchase price up to $20 million will be allocated to fixed assets. The estimated life for these fixed assets, which includes buildings and machinery and equipment, is 20 years.

(c) Reflects the reclassification of the income tax payable to income tax receivable.

(d) Reflects the adjustment of Chase fixed assets to fair value.

(e) Reflects estimated merger fees and expenses of Olin. The impact of these fees and expenses have been reflected in the unaudited pro forma condensed combined unaudited balance sheet and statement of income as an increase in the merger consideration.

(f) Reflects the issuance of approximately 10 million shares of Olin common stock in connection with the merger pursuant to which each issued and outstanding share of Chase common stock will be converted into the right to receive 0.6400 shares of Olin common stock.

(g) Reflects the estimated fair value of the Chase options to be converted to Olin options.

(h) Reflects the elimination of Chase’s stockholders’ equity accounts including the elimination of accumulated other comprehensive loss.

(i) Reflects the depreciation of the fixed asset adjustment.

(j) Pro forma per share data is based on the number of shares of common stock and common equivalent shares that would have been outstanding had the merger occurred on the earliest date presented.

EX-99.4

Exhibit 99.4

NEWS RELEASE

Olin Investor Contact:	Richard E. Koch (203) 750-3254
Olin Press Contact:	Thomas J. Fitzgerald
	(203) 750-3831
Chase Investor/Press Contact:	Todd A. Slater (419) 485-3193

FOR IMMEDIATE RELEASE

Olin Corporation and Chase Industries Announce

Shareholder Approvals of the Merger

NORWALK, CT, September 25, 2002 – Olin Corporation (NYSE: OLN) today announced that its shareholders have approved the issuance of shares of Olin stock in connection with the merger transaction with Chase Industries Inc. (NYSE: CSI). Chase today also announced that its shareholders have approved the merger transaction with Olin. Olin and Chase expect to close the transaction on September 27, 2002.

Olin Corporation is a manufacturer concentrated in three business segments: Chlor Alkali Products, Metals and Winchester. Chlor Alkali Products manufactures chlorine and caustic soda, sodium hydrosulfite, hydrochloric acid and bleach products. Metals products include copper and copper alloy sheet, strip and foil, welded tube, fabricated parts, metal packages and stainless steel strip. Winchester products include sporting ammunition, canister powder, reloading components, small caliber military ammunition and industrial cartridges. At the end of 2001, Olin had approximately 5,900 employees.

Chase is a leading manufacturer and supplier of brass rod in the U.S and Canada. Employing more than 300 people at its Montpelier, OH, plant, Chase is an ISO 9002 certified manufacturer and supplier of brass rod in North America. Its diverse customer base of more than 250 companies uses Chase’s “Blue Dot” trademark rod to produce a variety of products, such as plumbing fixtures, heating

2

and air conditioning components, industrial valves, automotive parts and numerous hardware components.

FORWARD-LOOKING STATEMENTS

This communication includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information that are based on management’s beliefs, certain assumptions made by management, forecasts of future results, and current expectations, estimates and projections about the markets and economy in which we and our various segments operate. The statements contained in this communication that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “will,” “estimate,” and variations of such words and similar expressions in this communication to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise.

The risks, uncertainties and assumptions involved in our forward-looking statements include, but are not limited to, the following, discussed in more detail in our filings with the SEC, including our Annual Report on Form 10-K/A for the year ended December 31, 2001:

· sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by us, such as automotive, electronics, coinage, telecommunications, ammunition, housing, vinyls and pulp and paper, as well as extraordinary events, such as the attacks on the World Trade Center and the Pentagon that occurred on September 11, 2001;

· the cyclical nature of our operating results, particularly declines in average selling prices in the chlor alkali industry and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products;

· an increase in our indebtedness or higher-than-expected interest rates, affecting our ability to generate sufficient cash flow for debt service;

· unforeseen effects of competition;

· environmental costs and other expenditures in excess of those projected;

· higher-than-expected raw material and utility or transportation and/or logistics costs;

· the occurrence of unexpected manufacturing interruptions/outages, including those occurring as a result of production hazards; and

· unexpected additional taxes and related interest as the result of pending income tax audits.

All of our forward-looking statements should be considered in light of these factors.

2002 - 15

EX-99.5

Exhibit 99.5

Investor Contact: Richard E. Koch

(203) 750-3254

Press Contact: Thomas J. Fitzgerald

(203) 750-3831

   News

          Olin Corporation, P.O. Box 4500, 501 Merritt 7, Norwalk, CT 06856-4500

FOR IMMEDIATE RELEASE

Olin Closes Chase Industries Merger

NORWALK, CT, September 27, 2002 — Olin Corporation (NYSE:OLN) today announced that it completed its merger transaction with Chase Industries Inc. (NYSE:CSI) as planned. Holders of Chase common stock will receive 0.6400 shares of Olin common stock for each share they own. The trading of Chase common stock was terminated effective today, prior to the opening of the market this morning.

Joseph D. Rupp, President and Chief Executive Officer, said, “We are very excited about welcoming Chase into the Olin family of successful businesses. Chase with their excellent position in rod will complement Olin’s leadership role in copper-based strip and sheet products. This acquisition will be immediately accretive to Olin’s earnings and will also strengthen Olin’s financial position.”

Olin Corporation is a manufacturer concentrated in three business segments: Metals, Chlor Alkali Products and Winchester. Metals products include copper and copper alloy sheet, strip and foil, welded tube, fabricated parts, metal packages and stainless steel strip. With the addition of Chase, this now includes brass rod for a variety of products, such as plumbing fixtures, heating and air conditioning components, industrial valves, automotive parts and numerous hardware components. Chlor Alkali Products manufactures chlorine and caustic soda, sodium hydrosulfite, hydrochloric acid and bleach products. Winchester products include sporting ammunition, canister powder, reloading components, small caliber military ammunition and industrial cartridges.

FORWARD-LOOKING STATEMENTS

This communication includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information that are based on management’s beliefs, certain assumptions made by management, forecasts of future results, and current expectations, estimates and projections about the markets and economy in which we and our various segments operate. The statements contained in this communication that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “will,” “estimate,” and variations of such words and similar expressions in this communication to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise.

The risks, uncertainties and assumptions involved in our forward-looking statements include, but are not limited to, the following, discussed in more detail in our filings with the SEC, including our Annual Report on Form 10-K/A for the year ended December 31, 2001:

· sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by us, such as automotive, electronics, coinage, telecommunications, ammunition, housing, vinyls and pulp and paper, as well as extraordinary events, such as the attacks on the World Trade Center and the Pentagon that occurred on September 11, 2001;

· the cyclical nature of our operating results, particularly declines in average selling prices in the chlor alkali industry and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products;

· an increase in our indebtedness or higher-than-expected interest rates, affecting our ability to generate sufficient cash flow for debt service;

· unforeseen effects of competition;

· environmental costs and other expenditures in excess of those projected;

· higher-than-expected raw material and utility or transportation and/or logistics costs;

· the occurrence of unexpected manufacturing interruptions/outages, including those occurring as a result of production hazards; and

· unexpected additional taxes and related interest as the result of pending income tax audits.

All of our forward-looking statements should be considered in light of these factors.

2002—16