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 30, 2003
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
Item 5. Other Events
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On June 30, 2003, Ashland Inc. ("Ashland") announced that it has
signed a definitive agreement to sell the net assets of its Electronic
Chemicals business and certain related subsidiaries to Air Products. The
transaction is valued at approximately $300 million before tax, and
Ashland's after-tax proceeds will be used primarily to reduce debt.
The Electronic Chemicals business has annual sales revenues of
approximately $200 million. Ashland expects the transaction to close within
60 days, with the gain on the sale being reflected in the September 2003
quarter. The results of the Electronic Chemicals business will be
reclassified as discontinued operations in Ashland's June 2003 financial
statements, with all prior periods restated. If Ashland had divested the
Electronic Chemicals business at the beginning of its current fiscal year
(October 1, 2002) and used the proceeds to repay short-term debt, Ashland's
earnings for the first half of fiscal 2003 would have been reduced by 7
cents a share, assuming repayment of short-term debt at a before-tax cost
of 1.75 percent.
The transaction is discussed in more detail in the press release
attached hereto as Exhibit 99.1, which is incorporated herein by reference
in its entirety.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99.1 Press Release dated June 30, 2003
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SIGNATURES
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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: June 30, 2003 /s/ David L. Hausrath
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Name: David L. Hausrath
Title: Vice President and
General Counsel
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EXHIBIT INDEX
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99.1 Press Release dated June 30, 2003
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Exhibit 99.1
FOR FURTHER INFORMATION:
Media Relations: Investor Relations:
Margaret Thomson Bill Henderson
(859) 815-3039 (859) 815-4454
mrthomson@ashland.com wehenderson@ashland.com
FOR IMMEDIATE RELEASE
June 30, 2003
ASHLAND AGREES TO SELL ITS
ELECTRONIC CHEMICALS
BUSINESS GROUP TO AIR PRODUCTS
Covington, Ky. -- Ashland Inc. (NYSE:ASH) announced today it has signed a
definitive agreement to sell the net assets of its Electronic Chemicals
business and certain related subsidiaries to Air Products in a transaction
valued at approximately $300 million before tax. Ashland's after-tax
proceeds will be used primarily to reduce debt.
"This transaction will be a win for all parties," said James J.
O'Brien, Ashland Chairman and Chief Executive Officer, in announcing the
agreement. "Air Products benefits through business expansion, and the
outlook for the Electronic Chemicals business and employees is much
stronger as part of an organization that is targeting growth in the
semiconductor industry."
O'Brien added that the transaction furthers the profitability
improvement plan he announced in October. "The sale of the Electronic
Chemicals business reflects our strategy to optimize our business mix and
focus greater attention on the remaining specialty chemical businesses and
other transportation-related and construction operations where we can
achieve strategic advantage. The transaction moves us significantly closer
to our goal of reducing debt to 35 percent of total capital," O'Brien said.
He confirmed the company expects to reach that target in fiscal 2004.
Ashland expects the transaction to close within 60 days. Both Ashland
and Air Products expect a seamless transition with no disruption in
customer service or supply. The agreement calls for Ashland to provide
certain administrative services during the transition period. Air Products
will assume operations at manufacturing and sales facilities upon closing.
The closing is conditional upon a number of standard closing conditions,
including several regulatory reviews.
Electronic Chemicals is a part of Ashland Specialty Chemical Company,
a wholly owned division of Ashland Inc. With revenues of approximately $200
million a year, Electronic Chemicals provides ultra pure chemicals and
other products and services to the worldwide semiconductor industry. The
business employs about 800 people and includes three U.S. manufacturing
locations in Pueblo, Colo.; Easton, Pa.; and Dallas, Texas, as well as
facilities in Italy, South Korea and Taiwan. It
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also includes chemical management services on-site at customer locations,
and full-service equipment parts cleaning, refurbishment and maintenance
services handled through facilities in Gilbert and Tempe, Ariz., and Austin
and Carrollton, Texas.
ABOUT ASHLAND
Ashland Inc. (NYSE:ASH) is a Fortune 500 company providing products,
services and customer solutions throughout the world. Businesses include
road construction, specialty chemicals, lubricants, car-care products,
chemical and plastics distribution and transportation fuels. Through the
dedication of its employees, Ashland is "The Who In How Things Work(TM)."
Find us at www.ashland.com.
ABOUT AIR PRODUCTS
Air Products (NYSE:APD) serves customers in technology, energy,
healthcare and industrial markets worldwide with a unique portfolio of
products, services and solutions, providing atmospheric gases, process and
specialty gases, performance materials and chemical intermediates. The
company is the largest global supplier of electronic materials, hydrogen,
helium and select performance chemicals. Founded in 1940, Air Products is
recognized for its innovative culture, operational excellence and
commitment to safety and the environment. With annual revenues of $5.4
billion and operations in over 30 countries, the company's 17,200 employees
build lasting relationships with their customers and communities based on
understanding, integrity and passion. For more information, visit
www.airproducts.com.
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, with respect to Ashland's operating
performance, earnings, and scope and effect of asbestos liabilities. These
estimates are based upon a number of assumptions, including those mentioned
within this news release. Such estimates are also based upon internal
forecasts and analyses of current and future market conditions and trends,
management plans and strategies, weather, operating efficiencies and
economic conditions, such as prices, supply and demand, cost of raw
materials, and legal proceedings and claims (including environmental and
asbestos matters). Although Ashland believes its expectations are based on
reasonable assumptions, it cannot assure the expectations reflected herein
will be achieved. This forward-looking information may prove to be
inaccurate and actual results may differ significantly from those
anticipated if one or more of the underlying assumptions or expectations
proves to be inaccurate or is unrealized or if other unexpected conditions
or events occur. Other factors and risks affecting Ashland are contained in
Ashland's Form 10-K for the fiscal year ended Sept. 30, 2002, as amended.
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 release.
(R)Registered trademark, Ashland Inc.
(TM)Trademark, Ashland Inc.
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