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 15, 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
Ashland Inc. ("Ashland") announced on June 16, 2005 that as of
5:00 p.m. New York time on June 15, 2005, it has received irrevocable
consents to proposed amendments in respect of series of notes representing
approximately 98.7% of the aggregate principal amount of debt issued and
outstanding as of May 31, 2005, under the Indenture relating to such notes,
as further described 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"). Receipt of such consents satisfies
a condition to Ashland's obligation to proceed with the series of
transactions that, among other things, effect the transfer of its interest
in Marathon Ashland Petroleum LLC ("MAP") to a wholly-owned subsidiary of
Marathon Oil Corporation. Ashland has not extended the consent payment
deadline in respect of any notes. Details of the receipt of consents from
noteholders, satisfaction of a closing condition to the transaction
transferring Ashland's MAP interest, and expiration of the consent payment
deadline 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 16, 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 16, 2005 /s/ David L. Hausrath
-----------------------------------
Name: David L Hausrath
Title: Senior Vice President,
General Counsel and Secretary
EXHIBIT INDEX
99.1 Press Release dated June 16, 2005
[GRAPHIC OMITTED]
EXHIBIT 99.1
News Release
FOR ADDITIONAL INFORMATION:
Media Relations: Investor Relations:
Jim Vitak Daragh Porter
(614) 790-3715 (859) 815-3825
jevitak@ashland.com dlporter@ashland.com
FOR IMMEDIATE RELEASE:
June 16, 2005
ASHLAND INC. ANNOUNCES RECEIPT OF CONSENTS FROM NOTEHOLDERS, SATISFACTION
OF A CLOSING CONDITION TO THE MAP TRANSACTION AND EXPIRATION OF THE CONSENT
PAYMENT DEADLINE FOR ALL NOTEHOLDERS
COVINGTON, Ky.- Ashland Inc. (NYSE: ASH) ("Ashland") announced today that
as of 5:00 p.m., New York time on June 15, 2005, it has received
irrevocable consents to proposed amendments in respect of series of notes
representing approximately 98.7% of the aggregate principal amount of debt
issued and outstanding as of May 31, 2005, under the Indenture relating to
such notes (with consent of 66 2/3% of the aggregate principal amount of a
series of notes constituting the consent for the entire series of notes and
the consent of less than 66 2/3% of any series of notes not being
considered the consent of any debt of that series of notes), as further
described 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"). Receipt of such consents satisfies a condition to
Ashland's obligation to proceed with the series of transactions that, among
other things, effect the transfer of its interest in Marathon Ashland
Petroleum LLC ("MAP") to a wholly owned subsidiary of Marathon Oil
Corporation. The aggregate principal amount of such notes as of May 31,
2005, was $1,149.1 million.
As of 5:00 p.m., New York time, on June 15, 2005, holders of at
least 66 2/3% of the aggregate principal amount of each of the following
series of Ashland's outstanding notes (having the CUSIP Nos. specified in
the table below under the caption "Consenting Notes"): 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 "Consenting Notes") have
tendered their Consenting Notes and delivered their consents to eliminate
or modify substantially all of the restrictive covenants, certain events of
default and certain additional covenants and rights in the Consenting Notes
and the Indenture related to each series of Consenting Notes (the "Proposed
Amendments") in accordance with the terms and subject to the conditions of
the Offer to Purchase. For this purpose, all of the Consenting Notes
outstanding in a series are treated as part of a single series.
ASHLAND INC. ANNOUNCES RECEIPT OF CONSENTS FROM NOTEHOLDERS, SATISFACTION
OF A CLOSING CONDITION TO THE MAP TRANSACTION AND EXPIRATION OF THE CONSENT
PAYMENT DEADLINE FOR ALL NOTEHOLDERS -2
As a result, Ashland has received the requisite consents to
execute a supplemental indenture to the Indenture related to each series of
the Consenting Notes (the "First Supplemental Indenture"), which sets forth
the Proposed Amendments. Following the receipt of such consents, Ashland
executed the First Supplemental Indenture which has become effective.
Pursuant to the First Supplemental Indenture, the Proposed Amendments will
become effective upon delivery by Ashland to the trustee of a notice
specifying the effective time, subject to Ashland's prior or subsequent
acceptance of the Consenting Notes validly tendered by such holders
pursuant to the applicable tender offer described in the Offer to Purchase.
Ashland also announced that as of 5:00 p.m. New York time, on
June 15, 2005, consents were not received in respect of series of notes
having an aggregate principal amount of $15 million. As of such time,
holders of less than 66 2/3% of the aggregate principal amount of the 9.35%
Series B Medium-Term Notes and the 9.20% Series D Medium-Term Notes (having
the CUSIP Nos. specified in the table below under the caption
"Non-Consenting Notes") (the "Non-Consenting Notes" and, together with the
Consenting Notes, the "Notes") have tendered their Non-Consenting Notes and
delivered their consents to the Proposed Amendments in accordance with the
terms and subject to the conditions of Ashland's Offer to Purchase.
Ashland has not extended the consent payment deadline in respect
of any Notes. Accordingly, if a holder of Notes tendered or tenders its
Notes pursuant to the applicable tender offer after 5:00 p.m., New York
time, on June 15, 2005, and the applicable tender offer is consummated, it
will not receive the consent payment, which is $20 per $1,000 of the
principal amount of Consenting Notes validly tendered and accepted, even if
the Proposed Amendments become effective.
The tender offers and consent solicitations are being made on the
terms and subject to the conditions set forth in the Offer to Purchase.
Each of the tender offers will expire at 5:00 p.m., New York time, on June
29, 2005, unless extended at the sole discretion of Ashland (such date and
time, as it may be extended, the "Expiration Date"). Notes tendered may not
be withdrawn, and consents given may not be revoked, unless the applicable
tender offer is terminated without any Notes being purchased.
Ashland will pay for Notes it accepts for purchase promptly
following the Expiration Date of the applicable tender offer (each such
date, the "Settlement Date"). In addition, Ashland will pay accrued and
unpaid interest on tendered and accepted Notes up to, but not including,
the Settlement 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.
ASHLAND INC. ANNOUNCES RECEIPT OF CONSENTS FROM NOTEHOLDERS, SATISFACTION
OF A CLOSING CONDITION TO THE MAP TRANSACTION AND EXPIRATION OF THE CONSENT
PAYMENT DEADLINE FOR ALL NOTEHOLDERS -3
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, N.Y., 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, N.Y.,
10010, Attention: Liability Management Group.
ABOUT ASHLAND INC.
Ashland Inc. (NYSE: ASH) is a Fortune 500 transportation
construction, chemicals and petroleum company providing products, services
and customer solutions throughout the world. To learn more about Ashland
Inc., visit www.ashland.com.
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 including as a result of failure
of Ashland to obtain the approval of its shareholders 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
ASHLAND INC. ANNOUNCES RECEIPT OF CONSENTS FROM NOTEHOLDERS, SATISFACTION
OF A CLOSING CONDITION TO THE MAP TRANSACTION AND EXPIRATION OF THE CONSENT
PAYMENT DEADLINE FOR ALL NOTEHOLDERS -4
the transaction referenced in the foregoing information by reading the
definitive proxy statement/prospectus.
ASHLAND INC. ANNOUNCES RECEIPT OF CONSENTS FROM NOTEHOLDERS, SATISFACTION
OF A CLOSING CONDITION TO THE MAP TRANSACTION AND EXPIRATION OF THE CONSENT
PAYMENT DEADLINE FOR ALL NOTEHOLDERS -5
CONSENTING NOTES
SERIES TITLE OF SECURITIES CUSIP
- ------------------- ------------------------------------ ------------
6.625% Senior Notes 6.625% Senior Notes due 044204AC9
February 15, 2008
8.800% Debentures 8.800% Debentures due 044540AH5
November 15, 2012
Series E Notes
7.000% Medium-Term Notes due 04454CCX2
July 30, 2008
8.880% Medium-Term Notes due 04454CBU9
December 27, 2011
8.700% Medium-Term Notes due 04454CBV7
December 30, 2011
8.620% Medium-Term Notes due 04454CBW5
January 16, 2012
8.990% Medium-Term Notes due 04454CCH7
April 13, 2012
8.960% Medium-Term Notes due 04454CCJ3
April 25, 2012
8.250% Medium-Term Notes due 04454CCU8
February 12, 2013
9.080% Medium-Term Notes due 04454CCG9
March 31, 2013
7.720% Medium-Term Notes due 04454CCW4
July 15, 2013
7.730% Medium-Term Notes due 04454CCV6
July 15, 2013
7.650% Medium-Term Notes due 04454CCZ7
August 5, 2013
7.750% Medium-Term Notes due 04454CCY0
August 6, 2018
8.810% Medium-Term Notes due 04454CCM6
June 3, 2022
ASHLAND INC. ANNOUNCES RECEIPT OF CONSENTS FROM NOTEHOLDERS, SATISFACTION
OF A CLOSING CONDITION TO THE MAP TRANSACTION AND EXPIRATION OF THE CONSENT
PAYMENT DEADLINE FOR ALL NOTEHOLDERS -6
SERIES TITLE OF SECURITIES CUSIP
- ------------------- ------------------------------------ ------------
8.780% Medium-Term Notes due 04454CCN4
June 10, 2022
7.150% Medium-Term Notes due 04454CDC7
September 20, 2023
Series F Notes
7.900% Medium-Term Notes due 04454CDG8
August 5, 2006
7.790% Medium-Term Notes due 04454CDH6
August 9, 2006
8.430% Medium-Term Notes due 04454CDJ2
October 18, 2006
8.230% Medium-Term Notes due 04420QAF3
February 26, 2007
7.860% Medium-Term Notes due 04420QAJ5
March 23, 2007
8.625% Medium-Term Notes due 04420QAC0
February 10, 2015
8.380% Medium-Term Notes due 04420QAK2
April 1, 2015
8.630% Medium-Term Notes due 04420QAE6
February 21, 2025
Series G Notes
7.100% Medium-Term Notes due 04420QAZ9
October 10, 2005
7.220% Medium-Term Notes due 04420QAT3
August 9, 2006
7.400% Medium-Term Notes due 04420QAV8
September 19, 2006
7.280% Medium-Term Notes due 04420QAW6
October 4, 2006
7.250% Medium-Term Notes due 04420QAX4
October 9, 2006
ASHLAND INC. ANNOUNCES RECEIPT OF CONSENTS FROM NOTEHOLDERS, SATISFACTION
OF A CLOSING CONDITION TO THE MAP TRANSACTION AND EXPIRATION OF THE CONSENT
PAYMENT DEADLINE FOR ALL NOTEHOLDERS -7
SERIES TITLE OF SECURITIES CUSIP
- ------------------- ------------------------------------ ------------
7.160% Medium-Term Notes due 04420QAY2
October 9, 2006
6.990% Medium-Term Notes due 04420QBB1
November 6, 2006
6.900% Medium-Term Notes due 04420QBC9
November 14, 2006
7.710% Medium-Term Notes due 04420QAN6
May 11, 2007
7.200% Medium-Term Notes due 04420QBA3
October 15, 2007
7.560% Medium-Term Notes due 04420QAS5
August 9, 2016
7.780% Medium-Term Notes due 04420QAU0
September 19, 2016
Series H Notes 6.860% Medium-Term Notes due 04420QBD7
May 1, 2009
Series J Notes 7.830% Medium-Term Notes due 04420QBJ4
August 15, 2005
NON-CONSENTING NOTES
SERIES TITLE OF SECURITIES CUSIP
- ------------------- ----------------------------- ------------
Series B Notes 9.350% Medium-Term Notes 04454CAJ5
due January 24, 2019
Series D Notes 9.200% Medium-Term Notes 04454CBF2
due April 24, 2006