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): November 4, 2004
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:
[ ] 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
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Ashland Inc. ("Ashland") announced today that Ashland Composite
Polymers, a business group of Ashland Specialty Chemical, a division of
Ashland, has signed an agreement to purchase the DERAKANE* epoxy vinyl
ester resin business (which includes the DERAKANE MOMENTUM* product line)
from The Dow Chemical Company in a cash transaction valued at approximately
$92 million. The closing, which is anticipated to take place in late
calendar 2004 or early calendar 2005, is conditional upon a number of
standard closing conditions, including several regulatory reviews. Details
of the proposed transaction are included in the attached press release,
which is attached hereto as Exhibit 99.1.
* Trademark of The Dow Chemical Company
Item 9.01. Financial Statements and Exhibits
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(c) Exhibits
99.1 Press Release dated November 4, 2004
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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.
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(Registrant)
Date: November 4, 2004 /s/ J. Marvin Quin
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Name: J. Marvin Quin
Title: Senior Vice President
and Chief Financial Officer
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EXHIBIT INDEX
99.1 Press Release dated November 4, 2004
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EXHIBIT 99.1
{GRAPHIC OMITTED] [GRAPHIC OMITTED]
News Release ASHLAND LOGO
FOR ADDITIONAL INFORMATION:
Jim Vitak
(614) 790-3715
jevitak@ashland.com
David Cameron, The Dow Chemical Company
(989) 636-3369
dccameron@dow.com
Josiah McClellan, Gibbs & Soell, Inc.
(212) 697-2600
FOR IMMEDIATE RELEASE:
November 4, 2004
ASHLAND PURCHASES DERAKANE EPOXY VINYL ESTER RESIN BUSINESS FROM DOW
DUBLIN, OHIO (USA) - Ashland Composite Polymers, a business group of
Ashland Specialty Chemical, a division of Ashland Inc. (NYSE: ASH), has
expanded its technology assets by signing an agreement to purchase the
DERAKANE* epoxy vinyl ester resin business (which includes the DERAKANE
MOMENTUM* product line) from The Dow Chemical Company (NYSE: DOW) in a cash
transaction valued at approximately $92 million (USD). Annual sales of
DERAKANE resins are approximated at $70 million (USD).
The proven performance of DERAKANE and DERAKANE MOMENTUM technologies
for use in fiber reinforced plastics (FRP) applications requiring
outstanding corrosion resistance and structural strength complements
Ashland's current product portfolio of thermoset resins.
"Over the past two years, Ashland has spent a significant amount of
time refining its portfolio of businesses and focusing on technologies -
such as thermoset chemistries - that are core to the company's long-term,
strategic focus," said Ted Harris, vice president, Ashland Specialty
Chemical, and general manager, Composite Polymers. "Ashland's purchase of
the DERAKANE resin business is in direct alignment with our long-term
strategy to develop integrated systems and technology solutions that offer
superior value to our customers."
"We successfully built the DERAKANE business into a global industry
leader," said Juan Antonio Merino, general manager of Dow's Thermoset
Systems business. "However, in today's environment, continued success would
require us to broaden our market participation and product offering. This
would involve investing in polyester, which lies outside of our established
core capabilities. We are pleased to have found a strategic buyer with the
business model required to strengthen and maximize the value of the
business and give customers a strong and proven supplier for the future. We
will work with Ashland and customers to ensure a smooth transition."
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ASHLAND PURCHASES DERAKANE EPOXY VINYL ESTER RESIN BUSINESS FROM DOW - 2
The purchase includes all technology assets associated with the
DERAKANE business. No physical assets will transfer to Ashland. The
closing, which is anticipated to take place in late 2004 or early 2005, is
conditional upon a number of standard closing conditions, including several
regulatory reviews.
Ashland Composite Polymers, a business group of Ashland Specialty
Chemical, is a leader in supplying products, processes and technologies to
the global marketplace in composites and gel coats.
Ashland Specialty Chemical, a division of Ashland Inc., is a leading,
worldwide supplier of specialty chemicals serving industries including
adhesives, automotive, composites, metal casting, merchant marine, paint,
paper, plastics, watercraft and water treatment. Visit www.ashspec.com to
learn more about these operations.
ABOUT ASHLAND
Ashland Inc. (NYSE: ASH) is a Fortune 500 transportation construction,
chemicals and petroleum company providing products, services and customer
solutions throughout the world. Find us at www.ashland.com.
ABOUT THE DOW CHEMICAL COMPANY
Dow (NYSE: DOW) is a leader in science and technology, providing
innovative chemical, plastic, agricultural products and services to many
essential consumer markets. With annual sales of $33 billion, Dow serves
customers in more than 180 countries and a wide range of markets that are
vital to human progress, including food, transportation, health and
medicine, personal and home care, and building and construction, among
others. Committed to the principles of sustainable development, Dow and its
approximately 46,000 employees seek to balance economic, environmental and
social responsibilities. References to "Dow" or the "Company" mean The Dow
Chemical Company and its consolidated subsidiaries unless otherwise
expressly noted. For further information, visit Dow's web site at
www.dow.com. Visit www.derakane.com to learn more about the DERAKANE
business.
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* Trademark of The Dow Chemical Company