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): June 29, 2005
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.)
50 E. RiverCenter Boulevard, Covington, Kentucky 41012-0391
(Address of principal executive offices) (Zip Code)
P.O. Box 391, Covington, Kentucky 41012-0391
(Mailing Address) (Zip Code)
Registrant's telephone number, including area code (859) 815-3333
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:
[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 2230.425)
[ ] 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 8.01 Other Events
On June 29, 2005, Ashland Inc. ("Ashland") announced that each of
the previously announced tender offers set forth in Ashland's Offer to
Purchase and Consent Solicitation Statement and related Letter of
Transmittal and Consent dated June 1, 2005 (the "Offer to Purchase") in
respect of the following of its notes (having the CUSIP Nos. specified in
Exhibit 99.1 hereto): 6.625% Senior Notes, 8.80% Debentures, Series E
Medium-Term Notes, Series F Medium-Term Notes, Series G Medium-Term Notes,
6.86% Series H Medium-Term Notes and 7.83% Series J Medium-Term Notes
(collectively, the "Extended Notes") had been extended and would expire at
10 a.m., New York time, on June 30, 2005, unless extended at the sole
discretion of Ashland (such date and time, as it may be extended, the
"Expiration Date") in accordance with the terms and subject to the
conditions of such tender offers described in the Offer to Purchase. The
percentages of each series of Extended Notes tendered as of 5 p.m., New
York time, on June 29, 2005, are set forth in the table included in Exhibit
99.1 hereto.
Ashland noted that extended Notes tendered could not be
withdrawn, and consents given could not be revoked, unless the applicable
tender offer was terminated without any Extended Notes being purchased. As
previously announced, Ashland received from its noteholders the requisite
consents to the proposed amendments to the Indenture relating to its
Extended Notes described in the Offer to Purchase, and such amendments have
become effective as of June 29, 2005 and are operative with respect to the
Extended Notes, subject to the condition that the Extended Notes validly
tendered pursuant to the applicable tender offer were subsequently accepted
for purchase by Ashland. If a holder of Extended Notes tendered its
Extended Notes pursuant to the applicable tender offer after the applicable
consent payment deadline and the applicable tender offer is consummated,
they will not receive the consent fee, which is $20 per $1,000 of the
principal amount of Extended Notes validly tendered and accepted, even
though such proposed amendments have become effective.
Ashland will pay for Extended Notes it accepts for purchase
promptly following the Expiration Date of the applicable tender offer (each
such date, the "Settlement Date"), which Ashland announced it expected to
be on June 30, 2005, for all Extended Notes that it accepts for purchase.
In addition, Ashland will pay accrued and unpaid interest on tendered and
accepted Extended Notes up to, but not including, the Settlement Date.
Ashland also announced on June 29, 2005 that it has waived the
remaining conditions to, and completed, its previously announced tender
offers and consent solicitations in respect of each of the following of its
notes: 9.35% Series B Medium-Term Notes (CUSIP No.:04454CAJ5) (the "Series
B Notes") and 9.20% Series D Medium-Term Notes (CUSIP No.:04454CBF2) (the
"Series D Notes") (together, the "Accepted Notes" and, together with the
Extended Notes, the "Notes"). Ashland has accepted for payment all Accepted
Notes that were validly tendered prior to 5 p.m., New York time, on June
29, 2005, in accordance with the terms and subject to the conditions of the
applicable tender offers described in the Offer to Purchase. The
percentages of Series B Notes and Series D Notes accepted for purchase are
set forth in the table included in Exhibit 99.1 hereto. Ashland announced
that it expected settlement in respect of such Accepted Notes to occur on
June 30, 2005, and that it would pay accrued and unpaid interest on all
Accepted Notes up to, but not including, such date.
Details of the extension of debt tender offers for certain Notes,
and completion of the debt tender for other Notes, including the percentage
of Extended Notes tendered and Accepted Noted accepted for purchase are
included in the attached press release, which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated June 29, 2005
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: June 30, 2005 /s/ J. Marvin Quin
-----------------------------------
Name: J. Marvin Quin
Title: Senior Vice President,
Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release dated June 29, 2005
EXHIBIT 99.1
[GRAPHIC OMITTED]
News Release
FOR ADDITIONAL INFORMATION:
Media Relations: Investor Relations:
Ken Gordon Daragh Porter
(859) 815-4195 (office) (859) 815-3825
(614) 886-4424 (mobile)
kdgordon@ashland.com dlporter@ashland.com
FOR IMMEDIATE RELEASE:
June 29, 2005
ASHLAND INC. EXTENDS DEBT TENDER OFFERS FOR CERTAIN NOTES AND COMPLETES
DEBT TENDERS OFFERS FOR OTHER NOTES
COVINGTON, Ky. - Ashland Inc. (NYSE: ASH) ("Ashland") announced today that
each of the previously announced tender offers set forth in Ashland's Offer
to Purchase and Consent Solicitation Statement and related Letter of
Transmittal and Consent dated June 1, 2005 (the "Offer to Purchase") in
respect of the following of its notes (having the CUSIP Nos. specified in
the table below): 6.625% Senior Notes, 8.80% Debentures, Series E
Medium-Term Notes, Series F Medium-Term Notes, Series G Medium-Term Notes,
6.86% Series H Medium-Term Notes and 7.83% Series J Medium-Term Notes
(collectively, the "Extended Notes") have been extended and will expire at
10 a.m., New York time, on June 30, 2005, unless extended at the sole
discretion of Ashland (such date and time, as it may be extended, the
"Expiration Date") in accordance with the terms and subject to the
conditions of such tender offers described in the Offer to Purchase. The
percentages of each series of Extended Notes tendered as of 5 p.m., New
York time, on June 29, 2005, are set forth in the table below.
Extended Notes tendered may not be withdrawn, and consents given may not be
revoked, unless the applicable tender offer is terminated without any
Extended Notes being purchased. As previously announced, Ashland received
from its noteholders the requisite consents to the proposed amendments to
the Indenture relating to its Extended Notes described in the Offer to
Purchase, and such amendments have become effective as of June 29, 2005 and
are operative with respect to the Extended Notes, subject to the condition
that the Extended Notes validly tendered pursuant to the applicable tender
offer are subsequently accepted for purchase by Ashland. If a holder of
Extended Notes tendered or tenders its Extended Notes pursuant to the
applicable tender offer after the applicable consent payment deadline and
the applicable tender offer is consummated, they will not receive the
consent fee, which is $20 per $1,000 of the principal amount of Extended
Notes validly tendered and accepted, even though such proposed amendments
have become effective.
- MORE -
Ashland Inc. Extends Debt Tender Offers for Certain Notes
and Completes Debt Tenders Offers for Other Notes - 2
Ashland will pay for Extended Notes it accepts for purchase promptly
following the Expiration Date of the applicable tender offer (each such
date, the "Settlement Date"), which Ashland currently expects to be on June
30, 2005, for all Extended Notes that it accepts for purchase. In addition,
Ashland will pay accrued and unpaid interest on tendered and accepted
Extended Notes up to, but not including, the Settlement Date.
Ashland also announced today that it has waived the remaining
conditions to, and completed, its previously announced tender offers and
consent solicitations in respect of each of the following of its notes:
9.35% Series B Medium-Term Notes (CUSIP No.:04454CAJ5) (the "Series B
Notes") and 9.20% Series D Medium-Term Notes (CUSIP No.:04454CBF2) (the
"Series D Notes") (together, the "Accepted Notes" and, together with the
Extended Notes, the "Notes"). Ashland has accepted for payment all Accepted
Notes that were validly tendered prior to 5 p.m., New York time, on June
29, 2005, in accordance with the terms and subject to the conditions of the
applicable tender offers described in the Offer to Purchase. The
percentages of Series B Notes and Series D Notes accepted for purchase are
set forth in the table below. Ashland currently expects settlement in
respect of such Accepted Notes to occur on June 30, 2005, and will pay
accrued and unpaid interest on all Accepted Notes up to, but not including,
such date.
This news release is neither an offer to purchase nor a solicitation
of an offer to sell the Notes. The tender offers and consent solicitations
are being made only by the Offer to Purchase.
Credit Suisse First Boston LLC is the exclusive Dealer Manager and
Solicitation Agent for the tender offers and consent solicitations.
Requests for documents may be directed to Georgeson Shareholder
Communications Inc., the Information Agent, by telephone at (888) 264-7028
(toll-free) or (212) 440-9800, or in writing at 17 State Street - 10th
Floor, New York, New York 10004, Attention: Patrick McHugh. Questions
regarding the tender offers or the consent solicitations may be directed to
Credit Suisse First Boston LLC at (800) 820-1653 (toll-free) or (212)
325-3784 (collect), or in writing at Eleven Madison Avenue, New York, New
York 10010, Attention: Liability Management Group.
ABOUT ASHLAND INC.
Ashland Inc. (NYSE: ASH) is a Fortune 500 chemical and transportation
construction company providing products, services and customer solutions
throughout the world. To learn more about Ashland Inc., visit
www.ashland.com.
- MORE -
Ashland Inc. Extends Debt Tender Offers for Certain Notes
and Completes Debt Tenders Offers for Other Notes - 3
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements include those that refer to
Ashland's expectations about the MAP transaction. Although Ashland believes
its expectations are based on reasonable assumptions, it cannot assure the
expectations reflected herein will be achieved. The risks, uncertainties,
and assumptions include the possibility that Ashland will be unable to
fully realize the benefits anticipated from the MAP transaction; the
possibility the transaction may not close and other risks that are
described from time to time in the Securities and Exchange Commission (SEC)
reports of Ashland, ATB Holdings Inc. and New EXM Inc. Other factors and
risks affecting Ashland are contained in Ashland's Form 10-K, as amended,
for the fiscal year ended Sept. 30, 2004, filed with the SEC and available
on Ashland's Investor Relations website at www.ashland.com/investors or the
SEC's website at www.sec.gov. Ashland undertakes no obligation to
subsequently update or revise the forward-looking statements made in this
news release to reflect events or circumstances after the date of this news
release.
ADDITIONAL INFORMATION ABOUT THE MAP TRANSACTION
The registration statement containing the proxy statement/prospectus
relating to the transaction was declared effective by the SEC on May 20,
2005. The definitive proxy statement/prospectus relating to the transaction
was filed with the SEC on May 25, 2005 and was mailed on May 27, 2005 to
shareholders of record as of May 12, 2005. Investors and security holders
are urged to read those documents and any other relevant documents filed or
that will be filed with the SEC as they become available, because they
contain, or will contain, important information. Security holders may
obtain a free copy of the definitive proxy statement/prospectus and other
documents filed with the SEC by Ashland, ATB Holdings and New EXM at the
SEC's website at www.sec.gov. The definitive proxy statement/prospectus and
other documents filed with the SEC by Ashland, ATB Holdings and New EXM may
also be obtained for free in the SEC filings section on Ashland's Investor
Relations website at www.ashland.com/investors, or by directing a request
to Ashland at 50 E. RiverCenter Blvd., Covington, KY 41012. The respective
directors and executive officers of Ashland and other persons may be deemed
to be participants in solicitation of proxies in respect of the proposed
transaction. Information regarding Ashland's directors and executive
officers is available in its proxy statement filed with the SEC by Ashland
on December 14, 2004. Investors may obtain information regarding the
interests of participants in the solicitation of proxies in connection with
the transaction referenced in the foregoing information by reading the
definitive proxy statement/prospectus.
EXTENDED NOTES
TITLE OF OUTSTANDING PRINCIPAL AMOUNT PERCENTAGE
SERIES SECURITIES CUSIP PRIOR TO TENDER OFFERS TENDERED
------------------- ----------------- ------------- ------------------------------------- ------------
6.625% Senior Notes 6.625% Senior 044204AC9 $150,000,000 96.36%
Notes due
February 15, 2008
8.800% Debentures 8.800% Debentures 044540AH5 $250,000,000 91.95%
due November 15,
2012
Series E Notes Total = $115,000,000 93.04%
7.000% 04454CCX2 $5,000,000 100.00%
Medium-Term
Notes due
July 30, 2008
Ashland Inc. Extends Debt Tender Offers for Certain Notes
and Completes Debt Tenders Offers for Other Notes - 4
TITLE OF OUTSTANDING PRINCIPAL AMOUNT PERCENTAGE
SERIES SECURITIES CUSIP PRIOR TO TENDER OFFERS TENDERED
------------------- ----------------- ------------- ------------------------------------- ------------
8.880% 04454CBU9 $15,000,000 100.00%
Medium-Term
Notes due
December 27,
2011
8.700% 04454CBV7 $3,000,000 100.00%
Medium-Term
Notes due
December 30,
2011
8.620% 04454CBW5 $3,000,000 100.00%
Medium-Term
Notes due
January 16, 2012
8.990% 04454CCH7 $5,000,000 100.00%
Medium-Term
Notes due
April 13, 2012
8.960% 04454CCJ3 $3,000,000 100.00%
Medium-Term
Notes due April
25, 2012
8.250% 04454CCU8 $10,000,000 100.00%
Medium-Term
Notes due
February 12,
2013
9.080% 04454CCG9 $5,000,000 100.00%
Medium-Term
Notes due
March 31, 2013
7.720% 04454CCW4 $10,000,000 20.00%
Medium-Term
Notes due
July 15, 2013
7.730% 04454CCV6 $15,000,000 100.00%
Medium-Term
Notes due
July 15, 2013
Ashland Inc. Extends Debt Tender Offers for Certain Notes
and Completes Debt Tenders Offers for Other Notes - 5
TITLE OF OUTSTANDING PRINCIPAL AMOUNT PERCENTAGE
SERIES SECURITIES CUSIP PRIOR TO TENDER OFFERS TENDERED
------------------- ----------------- ------------- ------------------------------------- ------------
7.650% 04454CCZ7 $15,000,000 100.00%
Medium-Term
Notes due
August 5, 2013
7.750% 04454CCY0 $10,000,000 100.00%
Medium-Term
Notes due
August 6, 2018
8.810% 04454CCM6 $10,000,000 100.00%
Medium-Term
Notes due
June 3, 2022
8.780% 04454CCN4 $3,000,000 100.00%
Medium-Term
Notes due
June 10, 2022
7.150% 04454CDC7 $3,000,000 100.00%
Medium-Term
Notes due
September 20,
2023
Series F Notes Total = $86,500,000 86.93%
7.900% 04454CDG8 $10,000,000 83.96%
Medium-Term
Notes due
August 5, 2006
7.790% 04454CDH6 $15,000,000 92.00%
Medium-Term
Notes due
August 9, 2006
8.430% 04454CDJ2 $10,000,000 100.00%
Medium-Term
Notes due
October 18, 2006
8.230% 04420QAF3 $10,000,000 100.00%
Medium-Term
Notes due
February 26,
2007
Ashland Inc. Extends Debt Tender Offers for Certain Notes
and Completes Debt Tenders Offers for Other Notes - 6
TITLE OF OUTSTANDING PRINCIPAL AMOUNT PERCENTAGE
SERIES SECURITIES CUSIP PRIOR TO TENDER OFFERS TENDERED
------------------- ----------------- ------------- ------------------------------------- ------------
7.860% 04420QAJ5 $10,000,000 100.00%
Medium-Term
Notes due
March 23, 2007
8.625% 04420QAC0 $10,000,000 100.00%
Medium-Term
Notes due
February 10,
2015
8.380% 04420QAK2 $16,500,000 48.48%
Medium-Term
Notes due
April 1, 2015
8.630% 04420QAE6 $5,000,000 100.00%
Medium-Term
Notes due
February 21,
2025
Series G Notes Total = $154,000,000 88.61%
7.100% 04420QAZ9 $5,000,000 0.00%
Medium-Term
Notes due
October 10, 2005
7.220% 04420QAT3 $10,000,000 100.00%
Medium-Term
Notes due
August 9, 2006
7.400% 04420QAV8 $12,000,000 78.83%
Medium-Term
Notes due
September 19,
2006
7.280% 04420QAW6 $15,000,000 100.00%
Medium-Term
Notes due
October 4, 2006
Ashland Inc. Extends Debt Tender Offers for Certain Notes
and Completes Debt Tenders Offers for Other Notes - 7
TITLE OF OUTSTANDING PRINCIPAL AMOUNT PERCENTAGE
SERIES SECURITIES CUSIP PRIOR TO TENDER OFFERS TENDERED
------------------- ----------------- ------------- ------------------------------------- ------------
7.250% 04420QAX4 $15,000,000 100.00%
Medium-Term
Notes due
October 9, 2006
7.160% 04420QAY2 $20,000,000 75.00%
Medium-Term
Notes due
October 9, 2006
6.990% 04420QBB1 $10,000,000 100.00%
Medium-Term
Notes due
November 6, 2006
6.900% 04420QBC9 $12,000,000 100.00%
Medium-Term
Notes due
November 14,
2006
7.710% 04420QAN6 $20,000,000 75.00%
Medium-Term
Notes due
May 11, 2007
7.200% 04420QBA3 $10,000,000 100.00%
Medium-Term
Notes due
October 15, 2007
7.560% 04420QAS5 $10,000,000 100.00%
Medium-Term
Notes due
August 9, 2016
7.780% 04420QAU0 $15,000,000 100.00%
Medium-Term
Notes due
September 19,
2016
Series H Notes 6.860% 04420QBD7 $150,000,000 88.60%
Medium-Term ---------------
Notes due May
1, 2009
Ashland Inc. Extends Debt Tender Offers for Certain Notes
and Completes Debt Tenders Offers for Other Notes - 8
TITLE OF OUTSTANDING PRINCIPAL AMOUNT PERCENTAGE
SERIES SECURITIES CUSIP PRIOR TO TENDER OFFERS TENDERED
------------------- ----------------- ------------- ------------------------------------- ------------
Series J Notes 7.830% 04420QBJ4 $228,630,000 80.99%
Medium-Term
Notes due
August 15, 2005
ACCEPTED NOTES
TITLE OF OUTSTANDING PRINCIPAL AMOUNT PERCENTAGE
SERIES SECURITIES CUSIP PRIOR TO TENDER OFFERS ACCEPTED
------------------- ----------------- ------------- ------------------------------------- ------------
Series B Notes 9.350% 04454CAJ5 $10,000,000 50.00%
Medium-Term Notes
due January 24,
2019
Series D Notes 9.200% 04454CBF2 $5,000,000 7.00%
Medium-Term Notes
due April 24, 2006