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As filed with the Securities and Exchange Commission on February 2, 1994
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASHLAND OIL, INC.
(Exact name of registrant as specified in its charter)
Kentucky 61-0122250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Ashland Drive P.O. Box 391
Russell, Kentucky 41169 Ashland, Kentucky 41114
(Address of Principal (Mailing Address)
Executive Offices)
ASHLAND OIL, INC.
DEFERRED COMPENSATION AND STOCK INCENTIVE PLAN FOR
NON-EMPLOYEE DIRECTORS
(Full title of the Plan)
Thomas L. Feazell
Senior Vice President, General Counsel and Secretary
Ashland Oil, Inc.
1000 Ashland Drive
Russell, Kentucky 41169
(Name and address of agent for service)
(606) 329-3333
(Telephone number of agent for service)
_________________
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1)(2) Price (1)(2) Fee
_____________________________________________________________________________
Common Stock, par value
$1.00 per share 500,000 $37.3125 $18,656,250 $6,434
shares
(1) In accordance with Rule 457 under the Securities Act of 1933, calculated
on the basis of $37.3125 per share of Common Stock which was the average
of the high and low prices on the New York Stock Exchange -- Composite
Tape on January 31, 1994.
(2) Estimated solely for the purpose of determining the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference the following documents and
material heretofore filed with the Securities and Exchange Commission
(the "Commission") pursuant to Section 13 or 15(d) of the Securities
Exchange Act, as amended (the "Exchange Act") (File No. 1-2918):
(a) Annual Report on Form 10-K (as amended by Form 10-K/A, Amendment
No. 1) of Ashland Oil, Inc. ("Ashland" or the "Company") for the fiscal
year ended September 30, 1993 ("Form 10-K/A");
(b) The description of Ashland's Common Stock, par value $1.00 per
share, set forth in the Registration Statement on Form 10, as amended in
its entirety, by the Form 8 amendment dated May 5, 1983; and
(c) The description of the Rights to Purchase Cumulative Preferred
Stock, Series of 1987, set forth in Ashland's Registration Statement on
Form 8-A dated May 29, 1986, as amended by Forms 8 dated February 5,
1987 and September 21, 1989.
In addition, all documents hereafter filed with the Commission by
Ashland pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed upon
by Thomas L. Feazell, Senior Vice President, General Counsel and
Secretary of Ashland. Mr. Feazell owns beneficially 56,431 shares of
Common Stock (including 37,600 shares of Common Stock which may be
acquired upon the exercise of currently outstanding stock options) and
200 shares of Ashland $3.125 Cumulative Convertible Preferred Stock.
The consolidated financial statements and schedules of Ashland
appearing or incorporated by reference in the Form 10-K/A have been
audited by Ernst & Young, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference.
Such consolidated financial statements and schedules are, and audited
consolidated financial statements and schedules to be included in
subsequently filed documents will be, incorporated herein in reliance
upon the reports of Ernst & Young pertaining to such financial
statements (to the extent covered by consents filed with the Commission)
given upon the authority of such firm as experts in accounting and
auditing.
Item 6. Indemnification of Directors and Officers.
Sections 271B.8-500 through 580 of the Kentucky Revised Statutes
contain detailed provisions for indemnification of directors and
officers of Kentucky corporations against judgments, penalties, fines,
settlements and reasonable expenses in connection with litigation. Such
statutory provisions are not exclusive of any rights to indemnification
granted under the Second Restated Articles of Incorporation of Ashland,
as amended (the "Articles"), Ashland's By-laws, as amended (the "By-
laws"), indemnification agreements or otherwise.
Article X of Ashland's Articles permits, but does not require, Ashland
to indemnify directors, officers and employees of Ashland to the fullest
extent permitted by law. The By-laws of Ashland require indemnification
of officers and employees of Ashland and its subsidiaries under certain
circumstances. Ashland has entered into indemnification contracts with
each of its directors that require indemnification to the fullest extent
permitted by law, subject to certain exceptions and limitations.
Ashland has purchased insurance which insures (subject to certain
terms and conditions, exclusions and deductibles) Ashland against
certain costs which Ashland might be required to pay by way of
indemnification to its directors or officers under its Articles or By-
laws, indemnification agreements or otherwise and protects individual
directors and officers from certain losses for which they might not be
indemnified by Ashland. In addition, Ashland has purchased insurance
which provides liability coverage (subject to certain terms and
conditions, exclusions and deductibles) for amounts which Ashland, or
the fiduciaries under Ashland's employee benefit plans, which may
include directors, officers and employees of Ashland, might be required
to pay as a result of a breach of fiduciary duty.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4(a). Ashland Oil, Inc. Deferred Compensation and Stock Incentive
Plan for Non-Employee Directors.
4(b). Second Restated Articles of Incorporation, as amended, of
Ashland (filed as Exhibit 3.1 to Ashland's Form 10-K for the
fiscal year ended September 30, 1990 and as amended by
Exhibit 4 to Ashland's Form 8-K dated May 19, 1993 and
incorporated herein by reference).
5. Opinion of Counsel, including Counsel's consent, concerning
securities registered hereunder.
23(a). Consent of Ernst & Young, independent auditors.
23(b). Consent of Thomas L. Feazell (included as part of Exhibit 5).
24(a). Power of Attorney.
24(b). Certified Copy of Board of Directors' Resolution.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act"); (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement; (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that subparagraphs (i) and (ii), above, do
not apply if the information required to be included in a post-effective
amendment by those subparagraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of Ashland pursuant to the foregoing provisions, or otherwise,
Ashland has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
Ashland will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act,
the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Russell and
Commonwealth of Kentucky on this 2nd day of February, 1994.
ASHLAND OIL, INC.
(Registrant)
__________________________________
By: /s/ Thomas L. Feazell
Thomas L. Feazell
Senior Vice President,
General Counsel
and Secretary
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature and Title
John R. Hall *
__________________________________
Chairman of the Board of Directors,
Chief Executive Officer and Director
Paul W. Chellgren *
__________________________________
President, Chief Operating
Officer and Director
J. Marvin Quin *
__________________________________
Chief Financial Officer
and Senior Vice President
Kenneth L. Aulen *
__________________________________
Administrative Vice President,
Controller and Principal
Accounting Officer
Jack S. Blanton *
__________________________________
Director
Thomas E. Bolger *
__________________________________
Director
Samuel C. Butler *
__________________________________
Director
Thomas L. Feazell
Frank C. Carluci * *By:__________________________
__________________________________ Thomas L. Feazell
Director Senior Vice President,
General Counsel
and Secretary
James B. Farley * (Attorney-in-fact)
__________________________________
Director Date: February 2, 1994
Edmund B. Fitzgerald *
__________________________________
Director
Ralph E. Gomory *
__________________________________
Director
Patrick F. Noonan *
__________________________________
Director
Jane C. Pfeiffer *
__________________________________
Director
James R. Rinehart *
__________________________________
Director
Michael D. Rose *
__________________________________
Director
William L. Rouse, Jr. *
__________________________________
Director
Robert B. Stobaugh *
__________________________________
Director
James W. Vandeveer *
__________________________________
Director
Powers of attorney authorizing John R. Hall, Paul W. Chellgren, Thomas
L. Feazell, James G. Stephenson, and David L. Hausrath and each of them,
to sign this Registration Statement on behalf of the above-named
officers and directors of the Company are being filed herewith with the
Commission.
EXHIBIT INDEX
Exhibit
No. Description
_______________________________________________________________
4(a) -- Ashland Oil, Inc. Deferred Compensation and Stock
Incentive Plan for
Non-Employee Directors
4(b) -- Second Restated Articles of Incorporation, as
amended, of Ashland (filed as Exhibit 3.1 to
Ashland's Form 10-K for the fiscal year ended
September 30, 1990 and as amended by Exhibit 4 to
Ashland's Form 8-K dated May 19, 1993 and
incorporated herein by reference).
5 -- Opinion of Counsel, including Counsel's consent,
concerning securities registered hereunder.
23(a) -- Consent of Ernst & Young, independent auditors.
23(b) -- Consent of Thomas L. Feazell (included as part of
Exhibit 5).
24(a) -- Power of Attorney.
24(b) -- Certified Copy of Board of Directors' Resolution.
Exhibit 4(a)
ASHLAND OIL, INC.
DEFERRED COMPENSATION AND
STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I. GENERAL PROVISIONS
1. PURPOSE
The purpose of this Ashland Oil, Inc. Deferred Compensation
and Stock Incentive Plan For Non-Employee Directors (the
"Plan") is to provide each Director with an opportunity to
defer some or all of the Director's Fees as a means of saving
for retirement or other purposes. In addition, the Plan
provides Directors with the ability to increase their
proprietary interest in the Company's long-term prospects by
permitting Directors to receive all or a portion of their
Fees in Ashland Common Stock and providing for the grant of
options to purchase Ashland Common Stock to Directors.
2. DEFINITIONS
The following definitions shall be applicable throughout the
Plan:
(a) "Accounting Date" means each December 31, March 31,
June 30 and September 30.
(b) "Act" means the Securities Act of 1933, as amended
from time to time.
(c) "Agreement" means a written agreement setting forth
the terms of an Option.
(d) "Beneficiary" means the person(s) who, upon the
death of a Participant, shall have acquired by
will, laws of descent and distribution or by other
legal proceedings, the right to receive the
benefits specified under this Plan in the event of
a Director's death.
(e) "Board" means the Board of Directors of Ashland
Oil, Inc.
(f) "Cash Account" means an account by that name
established pursuant to Article III, Section 1.
(g) "Change in Control" shall be deemed to occur (1)
upon the approval of the shareholders of the
Company (or if such approval is not required, upon
the approval of the Board) of (A) any consolidation
or merger of the Company in which the Company is
not the continuing or surviving corporation or
pursuant to which shares of Common Stock would be
converted into cash, securities or other property
other than a merger in which the holders of Common
Stock immediately prior to the merger will have
the same proportionate ownership of Common Stock of
the surviving corporation immediately after the
merger, (B) any sale, lease, exchange, or other
transfer (in one transaction or a series of related
transactions) of all or substantially all the
assets of the Company, or (C) adoption of any plan
or proposal for the liquidation or dissolution of
the Company, (2) when any "person" (as defined in
Section 13(d) of the Exchange Act), other than the
Company or any subsidiary or employee benefit plan
or trust maintained by the Company, shall become
the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly,
of more than 20% of the Common Stock outstanding
at the time, without the prior approval of the
Board, or (3) if at any time during a period of
two consecutive years, individuals who at the
beginning of such period constituted the Board
shall cease for any reason to constitute at least
a majority thereof, unless the election or the
nomination for election by the Company's
shareholders of each new director during such
two-year period was approved by a vote of at least
two-thirds of the directors then still in office
who were directors at the beginning of such
two-year period.
(h) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(i) "Committee" means the Personnel and Compensation
Committee of the Board.
(j) "Common Stock" means the common stock, $1.00 par
value, of Ashland Oil, Inc.
(k) "Company" means Ashland Oil, Inc., its divisions
and subsidiaries.
(l) "Director" means any non-employee director of the
Company.
(m) "Election" means a Participant's delivery of a
written notice of election to the Secretary of the
Company electing to defer payment of his or her
Fees or to receive such Fees in the form of Common
Stock.
(n) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(o) "Exercise Price" means with respect to each share
of Common Stock subject to an Option, the price at
which such share may be purchased from the Company
pursuant to the exercise of such Option.
(p) "Fair Market Value" means, as of any specified date
(or, if a weekend or holiday, the next preceding
business day), the closing price of a share of
Common Stock, as reported on the Composite Tape.
(q) "Fees" mean the annual retainer and meeting fees,
as well as any per diem compensation for special
assignments, earned by a Director for his or her
service as a member of the Board during a calendar
year or portion thereof.
(r) "Nonqualified Stock Option" means any Option that
does not comply with the provisions of Section 422
of the Code.
(s) "Option" means the right to purchase Common Stock
as provided in Article IV.
(t) "Participant" means a Director who has elected to
defer payment of all or a portion of his or her
Fees and/or to receive all or a specified portion
of his or her Fees in shares of Common Stock.
(u) "Payment Commencement Date" means the date payments
of amounts deferred begin pursuant to Article III,
Section 6.
(v) "Personal Representative" means the person or
persons who, upon the disability or incompetence
of a Director, shall have acquired on behalf of
the Director, by legal proceeding or otherwise,
the right to receive the benefits specified in
this Plan.
(w) "Plan" means this Ashland Oil, Inc. Deferred
Compensation and Stock Incentive Plan For
Non-Employee Directors.
(x) "Prime Rate of Interest" means the rate of interest
quoted by Citibank, N.A. as its prime commercial
lending rate on each Accounting Date.
(y) "Stock Account" means an account by that name
established pursuant to Article III, Section 1.
(z) "Stock Unit(s)" means the share equivalents
credited to a Participant's Stock Account pursuant
to Article III, Sections 1 and 2.
(aa) "Termination" means retirement from the Board or
termination of service as a Director for any other
reason.
3. SHARES; ADJUSTMENTS IN EVENT OF CHANGES IN CAPITALIZATION
(a) Shares Authorized for Issuance. There shall
be reserved for issuance under the Plan 500,000 shares of
Common Stock, subject to adjustment pursuant to subsection
(b) below; provided, however, that of such shares, only
150,000 shares shall be available for issuance in connection
with the award of Options. Such shares shall be authorized
but unissued shares of Common Stock. If any Option shall
expire without having been exercised in full, the shares
subject to the unexercised portion of such Option shall again
be available for the purposes of the Plan.
(b) Adjustments in Certain Events. In the event
of any change in the outstanding Common Stock of the Company
by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization,
combination, or exchange of shares, split-up, split-off,
spin-off, liquidation or other similar change in
capitalization, or any distribution to common shareholders
other than cash dividends, the number or kind of shares that
may be issued under the Plan shall be automatically adjusted
so that the proportionate interest of the Directors shall be
maintained as before the occurrence of such event. Such
adjustment shall be conclusive and binding for all purposes
of the Plan.
4. ELIGIBILITY
Any non-employee Director of the Company shall be eligible to
participate in the Plan.
5. ADMINISTRATION
Full power and authority to construe, interpret and
administer the Plan shall be vested in the Committee.
Decisions of the Committee shall be final, conclusive and
binding upon all parties. Day-to-day administration of the
Plan shall be the responsibility of the Company's Corporate
Human Resources Department. This Department may authorize
new or modify existing forms for use under this Plan so long
as any such modified or new forms are not inconsistent with
the terms of the Plan.
ARTICLE II. COMMON STOCK PROVISION
Each Director may elect to receive all or a portion of his or
her Fees in shares of Common Stock by making an Election
pursuant to Article III, Section 4. Shares shall be issued
to the Director at the end of each quarter beginning in the
quarter the Election is effective. The number of shares of
Common Stock so issued shall be equal to the amount of Fees
which otherwise would have been payable to such Director
during the quarter divided by the Fair Market Value on the
last day of such quarter. Only whole number of shares of
Common Stock will be issued, with any fractional shares to be
paid in cash.
ARTICLE III. DEFERRED COMPENSATION
1. PARTICIPANT ACCOUNTS
(a) A Director who has elected to defer all or a
portion of his or her Fees by filing an Election as provided
in Section 4 of this Article may further elect to have such
deferred amounts credited to a Cash Account, a Stock Account,
or a combination of both such Accounts. The Company shall
maintain such Accounts in the name of the Director.
(b) The Cash Account of a Director shall be credited on
each Accounting Date with the dollar amount of such deferred
compensation otherwise payable to the Director during the
quarterly period ending on the Accounting Date and as to
which a cash deferral election has been made. The Cash
Account shall be adjusted and increased on each Accounting
Date as if interest were credited thereon, based on the Prime
Rate of Interest on such Accounting Date.
(c) The Stock Account of a Director shall be credited
on each Accounting Date with Stock Units equal to the number
of shares of Common Stock (including fractions of a share)
that could have been purchased with the amount of such
deferred Fees as to which a stock deferral election has been
made at the Fair Market Value on the Accounting Date. As of
the date of any dividend distribution date for the Common
Stock, the Director's Stock Account shall be credited with
additional Stock Units equal to the number of shares of
Common Stock (including fractions of a share) that could have
been purchased, at the Fair Market Value on such date, with
the amount which would have been paid as dividends on that
number of shares (including fractions of a share) of Common
Stock which is equal to the number of Stock Units then
credited to the Director's Stock Account.
2. FINANCIAL HARDSHIP
Upon the written request of a Director or a Director's legal
representative and a finding that continued deferral will
result in financial hardship to the Director, the Committee
(in its sole discretion) may authorize (a) the payment of all
or a part of a Director's account(s) in a single installment
prior to his or her ceasing to be a Director, or (b) the
acceleration of payment of any multiple installments hereof;
provided, however, that if, in the sole discretion of the
Committee, a six-month delay in any distribution pursuant to
this Section 2 of this Article shall be necessary to avoid
liability of the Director under Section 16 of the Act, any
such distribution shall be so postponed.
3. INITIAL CONVERSION
A Director may make a special one-time election on or before
December 31, 1993 to convert (effective as of June 30, 1994)
all or any portion of (i) his or her Cash Account to his or
her Stock Account, or (ii) his or her Stock Account to his or
her Cash Account. The number of Stock Units to be credited
to such Director's Stock Account in the event of a conversion
under (i) shall be obtained by dividing the portion of the
cash balance credited to his or her Cash Account as specified
in his or her election by the Fair Market Value of Ashland
Common Stock on June 30, 1994. The amount to be credited to
such Director's Cash Account in the event of a conversion
under (ii) shall be determined by multiplying the number of
Stock Units specified in his or her election by the Fair
Market Value on June 30, 1994. No further conversions of
Accounts may occur after June 30, 1994 except as provided in
Section 4(b) of this Article.
4. MANNER OF ELECTION
(a) Any Director wishing to participate in the Plan must
deliver to the Secretary of the Company a written notice, (i)
electing to defer to a period following his or her
Termination payment of all or a portion (in 25% increments)
of his or her Fees, and/or (ii) to receive all or a portion
(in 25% increments) of his or her Fees in shares of Common
Stock (an "Election"). The Election must be filed on or
before September 30 in order to be effective for Fees earned
in the immediately succeeding calendar year. Notwithstanding
the foregoing, a Director may choose to participate in the
Plan beginning in 1994 by filing an Election to so
participate on or before December 31, 1993 (the "1994
Election"). Pursuant to the 1994 Election, if a Director
chooses to defer payment of any portion of his or her Fees
into the Stock Account, such Fees will be deemed deferred
into the Cash Account until June 30, 1994 at which time such
deferred Fees (together with accrued earnings thereon) will
be automatically transferred to the Stock Account. The
number of Stock Units to be credited to such Director's Stock
Account upon the transfer of such amount shall be obtained by
dividing such amount by the Fair Market Value of Ashland
Common Stock on June 30, 1994. In addition, if a Director
chooses to receive all or a portion of Fees in shares of
Common Stock, such 1994 Election will not take effect until
June 30, 1994.
(b) With respect to Directors' Fees payable for all or any
portion of a calendar year after such person's initial
election to the office of Director of the Company, any such
person wishing to participate in the Plan may file a proper
Election within 30 days after such election to office. Any
such Election shall be effective upon filing or as soon as
possible thereafter with respect to such Fees.
Notwithstanding the foregoing, if a Director chooses to defer
payment of any portion of his or her Fees into the Stock
Account, such Fees will be deemed deferred into the Cash
Account until six months after the date the Election is first
effective at which time such deferred Fees (together with
accrued earnings thereon) will be automatically transferred
to the Stock Account. The number of Stock Units to be
credited to such Director's Stock Account upon the transfer
of such amount shall be obtained by dividing such amount by
the Fair Market Value of Ashland Common Stock on the first
business day immediately preceding the date of transfer. In
addition, if a Director chooses to receive all or a portion
of Fees in shares of Common Stock, such Election will take
effect only with respect to the payment of Fees six months
after the date of the Election and thereafter.
(c) An effective Election may not be revoked or modified
(except as to changes in the designation of Beneficiary and
as otherwise stated herein) with respect to Fees payable for
a calendar year or portion of a calendar year for which such
Election is effective. Such Election, unless terminated or
modified as described below, shall apply to Fees payable with
respect to each subsequent calendar year. An effective
election may be terminated or modified for any subsequent
calendar year by the filing of an Election, on or before
September 30 of the preceding calendar year for which such
modification or termination is to be effective. A
Participant will be allowed to change the Election as to the
applicable payment period for all amounts deferred pursuant
to such Election one time, subject to approval by the
Committee. Such change must be made no later than eighteen
months prior to such Participant's voluntary Termination or
normal retirement from the Board at age 70. If the
Participant making such change is a member of the Committee,
such Participant shall abstain from the Committee's decision
to approve or disapprove such change.
5. MANNER OF PAYMENT UPON TERMINATION
In accordance with the Director's Election and subject to
Committee approval upon payout, amounts credited to a
Director's Cash and/or Stock Account will be paid in a lump
sum or in the form of annual or quarterly installments in
shares of Common Stock or cash, or a combination of both to
the Director following his or her Termination or, in the
event of his or her death, to a Beneficiary. If a Director
elects to receive payment in annual installments, the payment
period shall not exceed twenty (20) years following the date
of the Director's Termination.
The amount of any cash distribution to be made in
installments with respect to the Cash Account will be
determined by multiplying (i) the current cash balance in
such Cash Account by (ii) a fraction, the numerator of which
is one and the denominator of which is the number of
installments in which distributions remain to be made
(including the current distribution). The amount of any cash
distribution to be made in installments with respect to Stock
Units will be determined by (i) multiplying the number of
Stock Units attributable to such installment (determined as
hereinafter provided) by (ii) the closing price of the Common
Stock on each Accounting Date immediately prior to the date
on which such installment is to be paid. The number of Stock
Units attributable to an installment shall be determined by
multiplying (i) the current number of Stock Units in such
Stock Account by (ii) a fraction, the numerator of which is
one and the denominator of which is the number of
installments in which distributions remain to be made
(including the current distribution).
The amount of any stock distribution to be made in
installments with respect to the Stock Account shall be
determined by multiplying (i) the current number Stock Units
in such Stock Account by (ii) a fraction, the numerator of
which is one and the denominator of which is the number of
installments in which distributions remain to be made
(including the current distribution). The amount of any
stock distribution to be made in installments with respect to
the Cash Account shall be determined by dividing the amount
of cash attributable to such installment (determined as
hereinafter provided) by the closing price of the Common
Stock on each Accounting Date immediately prior to the date
on which such installment is to be paid. The amount of cash
attributable to an installment shall be determined by
multiplying (i) the current cash balance in such Cash Account
by (ii) a fraction, the numerator of which is one and the
denominator of which is the number of installments in which
distributions remain to be made (including the current
distribution).
6. PAYMENT COMMENCEMENT DATE
Payments of amounts deferred pursuant to a valid Election
shall commence after a Director's Termination (i) with
respect to a lump sum, on the January 2 of the year selected
by a Director in his or her Election, (ii) with respect to
annual installments, on the January 2 of the first year of
deferred payment selected by a Director in his or her
Election, and (iii) with respect to quarterly installments,
on the first business day of the first calendar quarter of
deferred payment selected by a Director in his or her
Election. If a Director dies prior to the first deferred
payment specified in an Election, payments shall commence to
the Employee's Beneficiary on the first payment date so
specified.
7. CHANGE IN CONTROL
Notwithstanding any provision of this Plan to the contrary,
in the event of a "Change in Control" (as defined in Section
2(g) of Article I), each Director in the Plan shall receive
an automatic lump sum cash distribution of all amounts
accrued in the Director's Cash and/or Stock Account(s)
(including interest at the Prime Rate of Interest through the
business day immediately preceding the date of distribution)
not later than fifteen (15) days after the date of the
"Change in Control." For this purpose, the balance in the
Stock Account shall be determined by multiplying the number
of Stock Units by the higher of (a) the highest closing price
of a share of Common Stock during the period commencing 30
days prior to such Change in Control or (b) if the Change in
Control of the Company occurs as a result of a tender or
exchange offer or consummation of a corporate transaction,
then the highest price paid per share of Common Stock
pursuant thereto. Any consideration other than cash forming
a part or all of the consideration for Common Stock to be
paid pursuant to the applicable transaction shall be valued
at the valuation price thereon determined by the Board.
In addition, the Company shall reimburse a Director for the
legal fees and expenses incurred if the Director is required
to seek to obtain or enforce any right to distribution. In
the event that it is determined that such Director is
properly entitled to a cash distribution hereunder, such
Director shall also be entitled to interest thereon at the
Prime Rate of Interest from the date such distribution should
have been made to and including the date it is made.
Notwithstanding any provision of this Plan to the contrary,
Article I, Section 2(g) and Section 7 of this Article may not
be amended after a "Change in Control" occurs without the
written consent of a majority in number of Directors.
ARTICLE IV. OPTIONS
1. OPTION GRANT
On the first business day following the Company's Annual
Meeting of Shareholders in 1994 and each year thereafter
until 2004, or, if no such meeting is held, on January 31 or
the first business day thereafter, and each year thereafter
(such day hereinafter referred to as the "Effective Date"),
each person who is a Director of the Company on the Effective
Date shall be automatically granted an Option to purchase
1,000 shares of Common Stock if, but only if, the return on
average common stockholders' equity of the Company for the
immediately preceding fiscal year as set forth in the
Company's Annual Report to Shareholders is equal to or
greater than 10%.
2. OPTION TERMS
Options granted under the Plan shall be subject to the
following terms and conditions:
(a) Option Designation and Agreement. Any Option granted
under the Plan shall be granted as a Nonqualified Stock
Option. Each Option shall be evidenced by an Agreement
between the recipient and the Company containing the terms
and conditions of the Option.
(b) Option Price. The Exercise Price of Common Stock issued
pursuant to each Option shall be equal to the Fair Market
Value of the Common Stock on the Effective Date.
(c) Term of Option. No Option shall be exercisable more
than ten years after the date the Option is granted.
(d) Vesting. Options granted under the Plan shall vest six
months after the date of grant.
(e) Exercise. Options, to the extent they are vested, may
be exercised in whole or in part at any time during the
option period; provided, however, that an Option may not be
exercised at any time for fewer than 50 shares (or the total
remaining shares covered by the Option if fewer than 50
shares) during the term of the Option. The specified number
of shares will be issued upon receipt by the Company of (i)
notice from the optionee of exercise of an Option, and (ii)
payment to the Company (as provided in (f) below), of the
Exercise Price for the number of shares with respect to which
the Option is exercised. Each such notice and payment shall
be delivered or mailed by postpaid mail, addressed to the
Treasurer of the Company at Ashland Oil, Inc., 1000 Ashland
Drive, Russell, Kentucky, 41169, or such other place as the
Company may designate from time to time.
(f) Payment for Shares. The Exercise Price for the Common
Stock shall be paid in full when the Option is exercised.
The Exercise Price may be paid in whole or in part (i) in
cash, (ii) in whole shares of Common Stock owned by the
Director six months or longer and evidenced by negotiable
certificates, valued at their Fair Market Value on the date
of exercise, or (iii) by a combination of such methods of
payment. In addition, a Director may exercise the Option by
effecting a "cashless exercise" of the Option; that is
providing assurance from a broker registered under the
Exchange Act, of the delivery of the proceeds of an imminent
sale of the stock to be issued pursuant to the exercise of
such Option, such sale to be made at the direction of the
Director.
(g) Termination . If a Director's service on the Board
terminates by reason of (i) normal retirement from the Board
at age 70, (ii) the death or total and permanent disability
within the meaning of Section 22 (e) (3) of the Code of such
Director, (iii) a Change of Control of the Company, or (iv)
voluntary early retirement to take a position in governmental
service, any Option held by such Director may thereafter be
exercised by the Director, or in the event of death by his or
her Beneficiary, to the extent it was vested and exercisable
at the time of termination (i) for a period equal to the
number of years of completed Board service as of the date of
termination of the Director on whose behalf the Option is
exercised, or (ii) until the expiration of the stated term of
such Option, whichever period is the shorter. In the event
of termination for any reason other than those set forth
above, any Option held by such Director may thereafter be
exercised by the Director to the extent it was vested and
exercisable at the time of termination (i) for a period of
one year from the date of such termination or (ii) until the
expiration of the stated term of such Option, whichever
period is the shorter.
(h) Term. No Option shall be granted pursuant to the Plan
on or after the tenth anniversary of the date of shareholder
approval, but Option awards granted prior to such tenth
anniversary may extend beyond that date until the expiration
of their terms.
ARTICLE V. MISCELLANEOUS PROVISIONS
1. BENEFICIARY DESIGNATION
A Director may designate any person to whom payments are to
be made if the Director dies before receiving payment of all
amounts due hereunder. A designation of Beneficiary will be
effective only after the signed Election is filed with the
Secretary of the Company while the Director is alive and will
cancel all designations of a Beneficiary signed and filed
earlier. If the Director fails to designate a Beneficiary as
provided above, remaining unpaid amounts shall be paid in one
lump sum to the estate of such Director. If all
Beneficiaries of the Director die before the Director or
before complete payment of all amounts due hereunder, the
remaining unpaid amounts shall be paid in one lump sum to the
estate of the last to die of such Beneficiaries.
2. INALIENABILITY OF BENEFITS
The interests of the Directors and their Beneficiaries under
the Plan may not in any way be voluntarily or involuntarily
transferred, alienated or assigned, nor be subject to
attachment, execution, garnishment or other such equitable or
legal process. Any Option shall be exercisable, during a
Director's lifetime, only by him or her or his or her
Personal Representative.
3. GOVERNING LAW
The provisions of this Plan shall be interpreted and
construed in accordance with the laws of the Commonwealth of
Kentucky.
4. AMENDMENTS
The Committee may amend, alter or terminate this Plan at any
time without the prior approval of the Directors; provided,
however, that the Committee may not, without approval by the
shareholders:
(a) materially increase the number of securities
that may be issued under the Plan (except as provided
in Article I, Section 3),
(b) materially modify the requirements as to
eligibility for participation in the Plan,
(c) otherwise materially increase the benefits
accruing to participants under the Plan, or
(d) amend any provision relating to the amount,
price, timing or vesting of the Options, other than to
comport with changes in the Code or the rules and
regulations promulgated thereunder.
5. COMPLIANCE WITH RULE 16b-3
It is the intention of the Company that the Plan comply in
all respects with Rule 16b-3 promulgated under Section 16(b)
of the Exchange Act and that Plan participants remain
disinterested persons ("Disinterested Persons") for purposes
of administering other employee benefit plans of the Company
and having such other plans be exempt from Section 16(b) of
the Exchange Act. Therefore, if any Plan provision is found
not to be in compliance with Rule 16b-3 or if any Plan
provision would disqualify Plan participants from remaining
Disinterested Persons, that provision shall be deemed amended
so that the Plan does so comply and the Plan participants
remain disinterested, to the extent permitted by law and
deemed advisable by the Committee, and in all events the Plan
shall be construed in favor of its meeting the requirements
of Rule 16b-3.
6. EFFECTIVE DATE
The Plan shall be submitted to the shareholders of the
Company for their approval and adoption on January 27, 1994,
or such other date fixed for the next meeting of shareholders
or any adjournment or postponement thereof. If approved and
adopted by the shareholders, the Plan will become effective
as of November 4, 1993.
Exhibit 5
February 1, 1994
Ashland Oil, Inc.
1000 Ashland Drive
Russell, KY 41114
Gentlemen:
As Senior Vice President and General Counsel of Ashland Oil,
Inc., a Kentucky corporation ("Ashland"), I have examined and am
familiar with such documents, corporate records and other
instruments as I have deemed necessary for the purposes of this
opinion, including the Ashland Oil, Inc. Deferred Compensation and
Stock Incentive Plan For Non-Employee Directors (the "Plan"), the
corporate proceedings of Ashland taken to adopt the Plan, and the
Registration Statement on Form S-8 (the "Registration Statement")
filed by Ashland with the Securities and Exchange Commission for
the registration under the Securities Act of 1933, as amended, of
500,000 shares of Common Stock, par value $1.00 per share, of
Ashland ("Common Stock") to be distributed under the Plan.
Based upon the foregoing, I am of the opinion that when
certificates for such shares of Common Stock have been duly
executed, countersigned by a Transfer Agent, registered by a
Registrar of Ashland and paid for in accordance with applicable law
and delivered in accordance with the terms of the Plan, such shares
of the Common Stock will be duly authorized, validly issued, fully
paid and nonassessable.
I hereby consent to the use of my opinion for filing as an
exhibit to the Registration Statement.
Very truly yours,
Thomas L. Feazell
TLF/SBM/cr
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Item 5,
Interests of Named Experts and Counsel" in the Registration
Statement (Form S-8) pertaining to the Ashland Oil, Inc. Deferred
Compensation and Stock Incentive Plan for Non-Employee Directors
and to the incorporation by reference therein of our report dated
November 3, 1993, with respect to the consolidated financial
statements and schedules of Ashland Oil, Inc. and subsidiaries
included or incorporated by reference in its Annual Report on Form
10-K (as amended by Form 10-K/A, Amendment No. 1) for the year
ended September 30, 1993 filed with the Securities and Exchange
Commission.
Ernst & Young
February 1, 1994
Exhibit 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
Directors and Officers of ASHLAND OIL, INC., a Kentucky corporation,
which is about to file with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 relating to the Ashland Oil, Inc. Deferred
Compensation and Stock Ownership Plan for Non-Employee Directors hereby
constitutes and appoints JOHN R. HALL, PAUL W. CHELLGREN, THOMAS L.
FEAZELL, JAMES G. STEPHENSON and DAVID L. HAUSRATH, and each of them,
his or her true and lawful attorneys-in-fact and agents, with full power
to act without the others to sign such Registration Statement, to affix
the corporate seal of Ashland thereto and to attest said seal, and to
file such Registration Statement and the exhibits thereto and any and
all other documents in connection therewith with the Securities and
Exchange Commission, and to do and perform any and all acts and things
requisite and necessary to be done in connection with the foregoing as
fully as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them,
may lawfully do or cause to be done by virtue hereof.
Dated: November 4, 1993
/s/ John R. Hall /s/ Edmund B. Fitzgerald
_________________________________ ______________________________
John R. Hall, Chairman of the Board of Edmund B. Fitzgerald, Director
Directors, Chief Executive Officer and
Director
/s/ Paul W. Chellgren /s/ Ralph E. Gomory
_________________________________ ______________________________
Paul W. Chellgren, President, Ralph E. Gomory, Director
Chief Operating Officer and Director
/s/ J. Marvin Quin /s/ Patrick F. Noonan
_________________________________ ______________________________
J. Marvin Quin, Chief Financial Patrick F. Noonan, Director
Officer and Senior Vice President
/s/ Kenneth L. Aulen /s/ Jane C. Pfeiffer
_________________________________ ______________________________
Kenneth L. Aulen, Administrative Vice Jane C. Pfeiffer, Director
President; Controller
/s/ Jack S. Blanton /s/ James R. Rinehart
_________________________________ ______________________________
Jack S. Blanton, Director James R. Rinehart, Director
/s/ Thomas E. Bolger /s/ Michael D. Rose
_________________________________ ______________________________
Thomas E. Bolger, Director Michael D. Rose, Director
/s/ Samuel C. Butler /s/ William L. Rouse, Jr.
_________________________________ ______________________________
Samuel C. Butler, Director William L. Rouse, Jr., Director
/s/ Frank C. Carlucci /s/ Robert B. Stobaugh
_________________________________ ______________________________
Frank C. Carlucci, Director Robert B. Stobaugh, Director
/s/ James B. Farley /s/ James W. Vandeveer
_________________________________ ______________________________
James B. Farley, Director James W. Vandeveer, Director
Exhibit 24(b)
CERTIFICATION
The undersigned certifies that he is Secretary of ASHLAND OIL,
INC. ("ASHLAND"), a Kentucky corporation, and that, as such, he is
authorized to execute this Certificate on behalf of ASHLAND and
further certifies that attached is a true and correct copy of an
excerpt from the minutes of a meeting of the Board of Directors of
ASHLAND duly called, convened and held on November 4, 1993, at
which a quorum was present and acting throughout.
IN WITNESS WHEREOF, I have signed and sealed this Certificate
this 19th day of January, 1994.
/s/ Thomas L. Feazell
________________________________
Thomas L. Feazell, Secretary
(S E A L)
DEFERRED COMPENSATION AND STOCK INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS
RESOLVED, that the "Ashland Oil, Inc. Deferred Compensation and
Stock Incentive Plan for Non-Employee Directors", substantially in
the form attached hereto as Exhibit B, (the "Plan") be, and the
same hereby is, approved and adopted, subject, however, to its
approval by the shareholders of the Corporation at the next Annual
Meeting of said shareholders to be held on January 27, 1994 or such
other date fixed for the next meeting of shareholders, or any
adjournment or postponement thereof;
RESOLVED, there is hereby reserved for issuance under the Plan an
additional 500,000 shares of fully paid and nonassessable $1.00 par
value Common Stock of the Corporation;
RESOLVED, that the Proxy Statement to be sent to all shareholders
with respect to said Annual Meeting to be held January 27, 1994 or
such other date fixed for the next meeting of shareholders, or any
adjournment or postponement thereof, set forth the Plan in detail
and that the form of Proxy transmitted therewith make adequate
provision for a vote for, against or to abstain from the approval
of such Plan. Such Proxy Statement shall also recommend and urge
the granting of a proxy to vote FOR the approval of the Plan;
RESOLVED, that James B. Farley, Thomas E. Bolger, Samuel C. Butler,
Jane C. Pfeiffer, and Michael D. Rose, the members of the Personnel
and Compensation Committee, and successor members of such Committee
be, and they hereby are, appointed as a committee (the "Committee")
to administer the Plan in accordance with its terms and provisions;
RESOLVED, that the Chairman of the Board, the President, any Senior
Vice President, Administrative Vice President, Vice President or
the Secretary of the Corporation (the "Authorized Officers") be,
and each of them hereby is, authorized to cause the Corporation to
make application to the New York Stock Exchange, Inc. and the
Chicago Stock Exchange, Inc. for the listing on such Exchanges,
upon official notice of issuance, of the additional 500,000 shares
of Common Stock to be issued pursuant to the foregoing resolutions;
and that the Authorized Officers of the Corporation be, and each of
them hereby is, authorized in connection with such listing
applications to execute in the name and on behalf of the
Corporation and under its corporate seal or otherwise, and to file
or deliver all such applications, statements, certificates,
agreements, and other documents as in their judgment shall be
necessary, proper or advisable to accomplish such listings;
RESOLVED, that any of the Authorized Officers be, and each of them
hereby is, authorized to execute and file with the Securities and
Exchange Commission a Registration Statement or Registration
Statements on Form S-8 or any other appropriate form with respect
to shares of the Common Stock to be issued pursuant to the
foregoing resolutions and cause to be delivered from time to time
to participants in the Plan information required in the related
Prospectus;
RESOLVED, that any of the Authorized Officers of the Corporation
be, and each of them hereby is, authorized in the name and on
behalf of the Corporation to take any and all action which they may
deem necessary or advisable in order to effect the registration or
qualification (or exemption therefrom) of the Common Stock of the
Corporation issuable pursuant to the preceding resolutions for
issue, offer, sale or trade under the Securities or Blue Sky Laws
of any of the States of the United States of America, and in
connection therewith to execute, acknowledge, verify, deliver, file
or cause to be published all such applications, reports, consents
to service of process, appointments of attorneys to receive service
of process, issuer s covenants, resolutions, and other papers and
documents as may be required under such laws, and to take any and
all further action which they may deem necessary or advisable in
order to maintain any such registration or qualification for as
long as they deem to be in the best interests of the Corporation;
and
RESOLVED, that the Authorized Officers of the Corporation and its
counsel be, and they hereby are, authorized to take all such
further action and to execute and deliver all such further
instruments and documents, including without limitation, powers of
attorney, in the name and on behalf of the Corporation and under
its corporate seal or otherwise, and to pay all such expenses as in
their judgment shall be necessary, proper or advisable in order
fully to carry out the intent and to accomplish the purposes of the
foregoing resolutions and each of them; and the Board of Directors
hereby adopts the form of all resolutions required to be delivered
or filed in connection with carrying out the intent of and
accomplishing the purposes of the foregoing resolutions if (i) in
the judgment of the Authorized Officers of the Corporation so
acting, the adoption of such resolutions is necessary or advisable
and (ii) the Secretary or an Assistant Secretary of the Corporation
evidences such adoption by filing with the minutes of this meeting
copies of such resolutions, which shall thereupon be deemed to be
adopted by this Board of Directors and incorporated in the minutes
as a part of these resolutions with the same force and effect as if
presented specifically to this meeting.