form8kimpairoct2008.htm
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): October 3,
2008
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.)
|
|
|
|
190
Carondelet Plaza, Suite 1530
Clayton,
MO
(Address
of principal executive offices)
|
63105-3443
(Zip
Code)
|
|
|
|
|
|
|
|
(314)
480-1400
(Registrant’s
telephone number, including area
code)
|
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
2.02 Results of Operations and Financial
Condition.
Olin
Corporation (the “Company”) announced that it will include an impairment charge
of $26.6 million in its third quarter results of operations, as discussed in
Item 2.06 below. The Company also announced that it expects to report
third quarter 2008 earnings, excluding such impairment charge, that exceed the
high end of the $0.65 to $0.70 per diluted share range it provided in its July
24, 2008 second quarter earnings release.
Attached
as Exhibit 99.1 is a copy of the Company’s press release dated October 9, 2008
with respect to the impairment charge and third quarter earnings. The
information in this Item 2.02 and the exhibit hereto are furnished to, but not
filed with, the Securities and Exchange Commission.
Item
2.06 Material
Impairments.
On
October 3, 2008, the chief financial officer of the Company concluded that an
impairment charge is required under generally accepted accounting principles
applicable to the Company. The impairment charge is expected to be
the full value of a $26.6 million investment in corporate debt
securities. The Company does not anticipate that the impairment
charge will result in future cash expenditures.
As of
June 30, 2008, these corporate debt securities totaling $26.6 million of par
value had a fair value of $20.5 million. We concluded no permanent
impairment losses had occurred. A temporary unrealized after-tax loss
of $3.7 million ($6.1 million pretax) was recorded in Accumulated Other
Comprehensive Loss.
On
October 1, 2008, the issuer of these debt securities announced it would cease
trading and appoint a receiver as a result of financial market
turmoil. The decline in the market value of the assets supporting
these debt securities negatively impacted the liquidity of the
issuer. The impairment occurred as a result of the ongoing financial
market turmoil. Olin does not expect to realize a tax benefit from
this impairment charge.
Item
7.01. Regulation FD Disclosure.
In
accordance with General Instruction B.2. of Form 8-K, the following information
shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended. Olin
disclaims any intention or obligation to update or revise this
information.
Attached
as Exhibit 99.1 is a copy of the Company’s press release dated October 9, 2008,
announcing (i) the impairment charge described in Item 2.06 above, (ii) that it
expects to report third quarter 2008 earnings, excluding such impairment charge
that exceed the high end of the $0.65 to $0.70 per diluted share range it
provided in its July 24, 2008 second quarter earnings release as described in
Item 2.02 above, and (iii) as announced in a press release dated October 7,
2008, that it will release its third quarter 2008 earnings after the close of
business on October 23, 2008 and will hold its third quarter 2008 earnings
conference call at 10:00 A.M. Eastern Time on October 24, 2008.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
|
|
|
Exhibit
No.
|
Description
of Exhibit
|
|
99.1
|
Press
Release dated October 9, 2008
|
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
Date: October
9, 2008
|
Exhibit
No.
|
Description
of Exhibit
|
|
99.1
|
Press
Release dated October 9, 2008
|