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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: January 28, 1997
Date of earliest event reported: January 27, 1997
ASHLAND INC.
(Exact name of registrant as specified in its charter)
Kentucky
(State or other jurisdiction of incorporation)
1-2918 61--0122250
(Commission File Number) (I.R.S. Employer
Identification No.)
1000 Ashland Drive, Russell, Kentucky 41169
(Address of principal executive offices) (Zip Code)
P.O. Box 391, Ashland, Kentucky 41114
(Mailing Address) (Zip Code)
Registrant's telephone number, including area code (606) 329-3333
Item 5. Other Events
On January 27, 1997, the Boards of Directors of Ashland Coal, Inc. and
Arch Mineral Corporation jointly announced that they had approved an
agreement in principal calling for a combination of the two companies.
According to the announcement, the exchange ratio to be used for the
transaction would result in former Ashland Coal and Arch Mineral
shareholders holding 48 percent and 52 percent of the combined company,
respectively. Further terms and conditions of the transaction are being
negotiated. The announcement also states that the consummation of the
transaction is conditioned upon the negotiation and execution of definitive
agreements between the parties, all necessary governmental and regulatory
consents and approval by the shareholders of both corporations.
The foregoing summary of the attached press releases is qualified in
its entirety by the complete text of both documents, a copy of which are
attached hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Press Release
SIGNATURES
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 thereunto duly authorized.
ASHLAND INC.
-----------------------------------
(Registrant)
Date: January 28, 1997 /s/ James G. Stephenson
-----------------------------------
Name: James G. Stephenson
Title: Vice President - Law
Exhibit Index
Exhibit No. Page No.
99 Press Release of Ashland Coal, Inc. 5
dated January 27, 1997
99 Press Release of Arch Mineral 6
Corporation dated January 27, 1997
News from
Ashland Coal, Inc. Ashland Coal, Inc
P.O. Box 6300
Huntington, WV 25771-6300
(304) 526-3333
(304) 526-3678 Fax
David G. Todd
Vice President
(304) 526-3755
For Immediate Release
January 27, 1997
ASHLAND COAL AND ARCH MINERAL AGREE IN PRINCIPLE TO COMBINE
Huntington, WV - The Boards of Directors of Ashland Coal, Inc. and
Arch Mineral Corporation today jointly announced that they had approved an
agreement in principle calling for the combination of the two companies.
The exchange ratio to be used for the transaction would result in former
Ashland Coal and Arch Mineral shareholders holding 48 percent and 52
percent of the combined company, respectively. Further terms and conditions
of the transaction are continuing to be negotiated and further details
cannot be made public at this time. Consummation of the transaction is
strictly conditioned upon the negotiation and execution of definitive
agreements between the parties, all necessary governmental and regulatory
consents and approval by the shareholders of both corporations.
Arch Mineral Corporation
City Place One o St. Louis, Missouri 63141 o (314)994-2725 o Fax: (314) 994-2734
FOR IMMEDIATE RELEASE
Date: January 27, 1997
Contact: Blair M. Gardner
Vice President - External Affairs
(314) 994-2725, Fax: (314) 994-2734
ASHLAND COAL, INC. AND ARCH MINERAL TO COMBINE
St. Louis, Missouri - The Boards of Directors of Ashland Coal, Inc. and
Arch Mineral Corporation today jointly announced that they had approved an
agreement in principle calling for the combination of the two companies.
The exchange ratio to be used for the transaction would result in former
Ashland Coal and Arch Mineral shareholders holding 48 percent and 52
percent of the combined company, respectively. Further terms and conditions
of the transaction are continuing to be negotiated and further details
cannot be made public at this time. Consummation of the transaction is
strictly conditioned upon the negotiation and execution of definitive
agreements between the parties, all necessary governmental and regulatory
consents and approval by the shareholders of both corporations.