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 1, 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 today that it is commencing tender
offers to purchase for cash certain Notes and Debentures, having maturity
dates ranging from 2005 to 2025. In conjunction with the tender offers,
Ashland is also soliciting consents from holders of each series of Notes to
eliminate or modify substantially all of the restrictive covenants, certain
events of default and certain additional covenants and rights in the Notes
and the Indenture related to each series of Notes. Ashland is making the
tender offers and consent solicitations in connection with a series of
transactions that, among other things, effect the transfer of its interest
in Marathon Ashland Petroleum LLC, its maleic anhydride business and 60
Valvoline Instant Oil Change centers in Michigan and northwest Ohio to a
wholly owned subsidiary of Marathon Oil Corporation. Details of the tender
offers 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 1, 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 1, 2005 /s/ J. Marvin Quin
--------------------------------------------
Name: J. Marvin Quin
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release dated June 1, 2005
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 1, 2005
ASHLAND INC. ANNOUNCES CASH TENDER OFFERS AND CONSENT SOLICITATIONS
FOR $1,149,130,000 OF ITS NOTES AND DEBENTURES
COVINGTON, Ky.- Ashland Inc. (NYSE: ASH) ("Ashland") announced today that
it is commencing tender offers to purchase for cash any and all the
following outstanding Notes (having the CUSIP Nos. specified in the table
below): 6.625% Senior Notes, 8.80% Debentures, 9.35% Series B Medium-Term
Notes, 9.20% Series D Medium-Term Notes, 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 "Notes"). The
above Notes and Debentures have maturities ranging from 2005 to 2025.
Ashland is making the tender offers and consent solicitations in
connection with a series of transactions that, among other things, effect
the transfer of its interest in Marathon Ashland Petroleum LLC ("MAP"), its
maleic anhydride business and 60 Valvoline Instant Oil Change ("VIOC")
centers in Michigan and northwest Ohio to a wholly owned subsidiary of
Marathon Oil Corporation ("Marathon"). In the course of these transactions
Ashland will merge with and into one of its subsidiaries, which will then
merge into a successor company, as more fully described in the Offer to
Purchase and Consent Solicitation Statement (such series of transactions
are referred to collectively as the "Proposed Transaction").
In conjunction with the tender offers, Ashland is also soliciting
consents from holders of each series of Notes to eliminate or modify
substantially all of the restrictive covenants, certain events of default
and certain additional covenants and rights in the Notes and the Indenture
related to each series of Notes (the "Proposed Amendments"). Holders cannot
tender their Notes without delivering their consent and cannot deliver a
consent without tendering their Notes. It is expected that the Proposed
Amendments with respect to a series of Notes will, if approved, become
effective prior to consummation of the Proposed Transaction, subject to
prior or subsequent acceptance of tenders pursuant to the applicable tender
offer.
- MORE -
ASHLAND INC. ANNOUNCES CASH TENDER OFFERS AND CONSENT SOLICITATIONS
FOR $1,149,130,000 OF ITS NOTES AND DEBENTURES - 2
The tender offers and consent solicitations are being made upon
the terms and subject to the conditions in an Offer to Purchase and Consent
Solicitation Statement and related Letter of Transmittal and Consent dated
June 1, 2005. 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"). Holders
of the Notes must tender their Notes and deliver their consent to the
Proposed Amendments at or prior to 5:00 p.m., New York time, on June 15,
2005, unless extended by Ashland (such date and time, as it may be
extended, the "Consent Payment Deadline") in order to receive the Total
Purchase Price (defined below), which includes the Consent Payment (defined
below). 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.
The "Total Purchase Price" Ashland will pay for each $1,000
principal amount of Notes validly tendered prior to the applicable Consent
Payment Deadline and accepted by Ashland for payment will be the "fixed
spread price" for such Notes calculated in accordance with standard market
practice as described in the Offer to Purchase and Consent Solicitation
Statement, representing a present value calculation of future payment
obligations in respect of such Notes after the Settlement Date (defined
below), using a discount rate equal to the sum of: (i) the yield to
maturity (the "reference yield") on the applicable U.S. Treasury Security
(the "reference security") listed on the table below for such Notes and as
calculated by Credit Suisse First Boston LLC (the "Dealer Manager") in
accordance with standard market practice, based on the bid-side price for
such reference security, as indicated on the applicable Bloomberg
Government Pricing Monitor screen listed on the table below for such
reference security (or such other recognized quotation source selected by
the Dealer Manager in its sole discretion if the Bloomberg Government
Pricing Monitor is not available or is manifestly erroneous) as of 2:00
p.m., New York time, on the second business day before the applicable
Expiration Date (such date the "price determination date"); plus (ii) the
applicable fixed spread for such Notes listed on the table below (the
"fixed spread price").
With respect to each series of Notes, the applicable Total
Purchase Price includes the applicable Consent Payment, equal to $20 for
each $1,000 principal of those Notes validly tendered and accepted.
Noteholders tendering Notes pursuant to the applicable tender offer will
not receive the applicable Consent Payment unless their Notes are validly
tendered at or prior to the applicable Consent Payment Deadline and such
tender offer is subsequently consummated. If a noteholder validly tenders
their Notes pursuant to the applicable tender offer after the applicable
- MORE -
ASHLAND INC. ANNOUNCES CASH TENDER OFFERS AND CONSENT SOLICITATIONS
FOR $1,149,130,000 OF ITS NOTES AND DEBENTURES - 3
Consent Payment Deadline, and the applicable tender offer is consummated,
the noteholder will be paid only the Total Purchase Price less the Consent
Payment (the "Purchase Price") even if the Proposed Amendments are adopted.
In order for the tender offer and consent solicitation for a series to be
effective, registered holders of not less than 66?% in aggregate principal
amount of the Notes of that series must tender their Notes and such Notes
must not mature on or prior to the applicable Expiration Date. For these
purposes, all of the Notes outstanding in a series are treated as part of a
single series.
As soon as practicable after 2:00 p.m., New York time, on the
applicable price determination date, but in any event at or before 9:00
a.m., New York time, on the following business day, Ashland will publicly
announce the reference yields and Total Purchase Prices for each series of
Notes, and for the securities within each series, by press release to the
Dow Jones New Service.
Ashland will pay for Notes purchased 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.
Each tender offer and consent solicitation for a particular series
of Notes is separate from each tender offer and consent solicitation for
other series of Notes. Ashland reserves the right to extend, amend, waive
the conditions to, or terminate each tender offer and consent solicitation.
Ashland's obligation to accept, and pay for, Notes of a series
validly tendered pursuant to a tender offer is conditioned upon the
satisfaction or waiver of various conditions, including: (a) the receipt of
valid consents to the Proposed Amendments from registered holders of not
less than 66?% in aggregate
principal amount of the Notes of such series;
(b) such series of Notes not having matured on or prior to the applicable
Expiration Date; (c) consummation of the Proposed Transaction; and (d)
satisfaction of general conditions.
Cede & Co., the nominee of The Depositary Trust Company ("DTC"),
is the registered holder of all the Notes subject to the tender offers.
Beneficial holders wishing to tender their notes must instruct the
participant in DTC through which they hold such Notes to tender such Notes
on their behalf.
- MORE -
ASHLAND INC. ANNOUNCES CASH TENDER OFFERS AND CONSENT SOLICITATIONS
FOR $1,149,130,000 OF ITS NOTES AND DEBENTURES - 4
Ashland has retained Credit Suisse First Boston LLC to serve as
the 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
10010, Attention: Liability Management Group.
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 and Consent
Solicitation Statement and related Letter of Transmittal and Consent dated
June 1, 2005.
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
- MORE -
ASHLAND INC. ANNOUNCES CASH TENDER OFFERS AND CONSENT SOLICITATIONS
FOR $1,149,130,000 OF ITS NOTES AND DEBENTURES - 5
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.
ADDENDUM
SECURITIES OF ASHLAND INC.
OUTSTANDING
PRINCIPAL REFERENCE BLOOMBERG FIXED
SERIES TITLE OF SECURITIES CUSIP AMOUNT SECURITY SCREEN SPREAD
- --------------------------------------------------------------------------------------------------------------------
6.625% Senior 6.625% Senior 044204AC9 $150,000,000 3.375% U.S. BBT5 56
Notes Notes due Treasury
February 15, 2008 Note due
February 15,
2008
8.800% 8.800% Debentures 044540AH5 $250,000,000 4.125% U.S. BBT6 58
Debentures due November 15, Treasury
2012 Note due May
15, 2015
Series B Notes 9.350% Medium-Term 04454CAJ5 $ 10,000,000 4.125% U.S. BBT6 117
Notes due Treasury
January 24, 2019 Note due May
15, 2015
Series D Notes 9.200% Medium-Term 04454CBF2 $ 5,000,000 1.50% U.S. BBT3 30
Notes due Treasury
April 24, 2006 Note due
March 31,
2006
Series E Notes Total = $115,000,000
7.000% Medium-Term 04454CCX2 $ 5,000,000 3.75% U.S. BBT5 60
Notes due Treasury
July 30, 2008 Note due May
15, 2008
8.880% Medium-Term 04454CBU9 $ 15,000,000 5.0% U.S. BBT6 70
Notes due Treasury
December 27, 2011 Note due
August 15,
2011
8.700% Medium-Term 04454CBV7 $ 3,000,000 5.0% U.S. BBT6 70
Notes due Treasury
December 30, 2011 Note due
August 15,
2011
8.620% Medium-Term 04454CBW5 $ 3,000,000 5.0% U.S. BBT6 70
Notes due Treasury
January 16, 2012 Note due
August 15,
2011
8.990% Medium-Term 04454CCH7 $ 5,000,000 4.875% U.S. BBT6 73
Notes due Treasury
April 13, 2012 Note due
February 15,
2012
8.960% Medium-Term 04454CCJ3 $ 3,000,000 4.875% U.S. BBT6 73
Notes due April Treasury
25, 2012 Note due
February 15,
2012
8.250% Medium-Term 04454CCU8 $ 10,000,000 4.125% U.S. BBT6 61
Notes due Treasury
February 12, 2013 Note due May
15, 2015
9.080% Medium-Term 04454CCG9 $ 5,000,000 4.125% U.S. BBT6 62
Notes due Treasury
March 31, 2013 Note due May
15, 2015
7.720% Medium-Term 04454CCW4 $ 10,000,000 4.125% U.S. BBT6 66
Notes due Treasury
July 15, 2013 Note due May
15, 2015
7.730% Medium-Term 04454CCV6 $ 15,000,000 4.125% U.S. BBT6 66
Notes due Treasury
July 15, 2013 Note due May
15, 2015
7.650% Medium-Term 04454CCZ7 $ 15,000,000 4.125% U.S. BBT6 66
Notes due Treasury
August 5, 2013 Note due May
15, 2015
7.750% Medium-Term 04454CCY0 $ 10,000,000 4.125% U.S. BBT6 113
Notes due Treasury
August 6, 2018 Note due May
15, 2015
8.810% Medium-Term 04454CCM6 $ 10,000,000 5.375% U.S. BBT8 104
Notes due Treasury
June 3, 2022 Note due
February 15,
2031
8.780% Medium-Term 04454CCN4 $ 3,000,000 5.375% U.S. BBT8 104
Notes due Treasury
June 10, 2022 Note due
February 15,
2031
7.150% Medium-Term 04454CDC7 $ 3,000,000 5.375% U.S. BBT8 112
Notes due Treasury
September 20, Note due
2023 February 15,
2031
Series F Notes Total = $ 86,500,000
7.900% Medium-Term 04454CDG8 $ 10,000,000 2.75% U.S. BBT4 31
Notes due Treasury
August 5, 2006 Note due
July 31, 2006
7.790% Medium-Term 04454CDH6 $ 15,000,000 2.75% U.S. BBT4 31
Notes due Treasury
August 9, 2006 Note due
July 31, 2006
8.430% Medium-Term 04454CDJ2 $ 10,000,000 6.5% U.S. BBT4 33
Notes due Treasury
October 18, 2006 Note due
October 15,
2006
8.230% Medium-Term 04420QAF3 $ 10,000,000 3.625% U.S. BBT4 37
Notes due Treasury
February 26, 2007 Note due
April 30,
2007
7.860% Medium-Term 04420QAJ5 $ 10,000,000 3.625% U.S. BBT4 40
Notes due Treasury
March 23, 2007 Note due
April 30,
2007
8.625% Medium-Term 04420QAC0 $ 10,000,000 4.125% U.S. BBT6 85
Notes due Treasury
February 10, 2015 Note due May
15, 2015
8.380% Medium-Term 04420QAK2 $ 16,500,000 4.125% U.S. BBT6 87
Notes due Treasury
April 1, 2015 Note due May
15, 2015
8.630% Medium-Term 04420QAE6 $ 5,000,000 5.375% U.S. BBT8 121
Notes due Treasury
February 21, 2025 Note due
February 15,
2031
Series G Notes Total = $154,000,000
7.100% Medium-Term 04420QAZ9 $ 5,000,000 1.625% U.S. BBT3 19
Notes due Treasury
October 10, 2005 Note due
September
30, 2005
7.220% Medium-Term 04420QAT3 $ 10,000,000 2.75% U.S. BBT4 31
Notes due Treasury
August 9, 2006 Note due
July 31, 2006
7.400% Medium-Term 04420QAV8 $ 12,000,000 2.375% U.S. BBT4 32
Notes due Treasury
September 19, Note due
2006 August 31,
2006
7.280% Medium-Term 04420QAW6 $ 15,000,000 2.5% U.S. BBT4 32
Notes due Treasury
October 4, 2006 Note due
September
30, 2006
7.250% Medium-Term 04420QAX4 $ 15,000,000 2.5% U.S. BBT4 32
Notes due Treasury
October 9, 2006 Note due
September
30, 2006
7.160% Medium-Term 04420QAY2 $ 20,000,000 2.5% U.S. BBT4 32
Notes due Treasury
October 9, 2006 Note due
September
30, 2006
6.990% Medium-Term 04420QBB1 $ 10,000,000 2.5% U.S. BBT4 33
Notes due Treasury
November 6, 2006 Note due
October 31,
2006
6.900% Medium-Term 04420QBC9 $ 12,000,000 2.5% U.S. BBT4 34
Notes due Treasury
November 14, 2006 Note due
October 31,
2006
7.710% Medium-Term 04420QAN6 $ 20,000,000 3.625% U.S. BBT4 45
Notes due Treasury
May 11, 2007 Note due
April 30,
2007
7.200% Medium-Term 04420QBA3 $ 10,000,000 3.25% U.S. BBT5 55
Notes due Treasury
October 15, 2007 Note due
August 15,
2007
7.560% Medium-Term 04420QAS5 $ 10,000,000 4.125% U.S. BBT6 98
Notes due August Treasury
9, 2016 Note due May
15, 2015
7.780% Medium-Term 04420QAU0 $ 15,000,000 4.125% U.S. BBT6 99
Notes due Treasury
September 19, Note due May
2016 15, 2015
Series H Notes 6.860% Medium-Term 04420QBD7 $150,000,000 3.875% U.S. BBT5 58
Notes due May 1, Treasury
2009 Note due May
15, 2010
Series J Notes 7.830% Medium-Term 04420QBJ4 $228,630,000 1.50% U.S. BBT3 16
Notes due Treasury
August 15, 2005 Note due
July 31, 2005