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): May 9, 2002
OLIN CORPORATION
(Exact name of registrant as specified in the charter)
Virginia 1-1070 13-1872319
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
P.O. Box 4500, 501 Merritt 7, 06856-4500
Norwalk, Connecticut (Zip Code)
(Address of principal executive offices)
(203) 750-3000
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On May 8, 2002, Olin Corporation, a Virginia corporation ("Olin"), and
Chase Industries Inc., a Delaware corporation ("Chase"), issued a press
release announcing that the two companies had entered into an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of May 7, 2002, by and among
Olin, Plumber Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Olin, and Chase. In the merger, holders of Chase common stock
will receive 0.6400 shares of Olin common stock for each share of Chase common
stock that they own. Stockholders will receive cash for any fractional shares
which they would otherwise receive in the merger. A copy of the Merger
Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by
reference.
In connection with the execution of the Merger Agreement, Olin has
entered into a Voting Agreement, dated as of May 7, 2002, with Court Square
Capital Limited, an affiliate of Citicorp Venture Capital, which has agreed
with Olin to vote the shares of Chase common stock over which it has voting
power or control in favor of the adoption of the Merger Agreement. Court
Square Capital Limited holds approximately 48% of the outstanding shares of
Chase common stock. A copy of the Voting Agreement is attached hereto as
Exhibit 2.2 and is incorporated herein by reference.
Item 7. Exhibits.
Exhibit No. Exhibit
2.1 Agreement and Plan of Merger, dated as of May 7, 2002, by
and among Olin Corporation, Plumber Acquisition Corp. and
Chase Industries Inc.
2.2 Voting Agreement, dated as of May 7, 2002, between Olin
Corporation and Court Square Capital Limited.
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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: George H. Pain
Title: Vice President, General
Counsel and Secretary
Dated: May 9, 2002
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EXHIBIT INDEX
Exhibit No. Exhibit
2.1 Agreement and Plan of Merger, dated as of May 7, 2002, by
and among Olin Corporation, Plumber Acquisition Corp. and
Chase Industries Inc.
2.2 Voting Agreement, dated as of May 7, 2002, between Olin
Corporation and Court Square Capital Limited.