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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 16, 1996
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(Date of earliest event reported)
ASHLAND INC.
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(Exact name of registrant as specified in its charter)
Kentucky 1-2918 61-0122250
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(State or other (Commission (I.R.S. Employer
jurisdiction or File Identification
organization) Number) Number)
1000 Ashland Drive
Russell, Kentucky 41169
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(Address of principal executive offices) (Zip Code)
(606) 329-3333
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(Registrant's telephone number, including area code)
Item 5. Other Events
On May 16, 1996, the Board of Directors of Ashland Inc. (the
"Company") approved a shareholder rights plan (the "Rights Plan") which is
to take effect at the close of business on May 16, 1996, and is intended to
replace the Company's shareholder rights plan (the "1986 Plan") which
expired at the close of business on May 15, 1996. The 1986 Plan had been in
effect since May 15, 1986.
The following description of the Rights Plan is qualified in its
entirety by reference to the Rights Agreement dated as of May 16, 1996,
filed as Exhibit 4(a) hereto.
The Rights Plan will be implemented by the issuance of one nonvoting
Preferred Stock Purchase Right (a "Right") for each share of Common Stock,
par value $1.00 per share (the "Common Stock"), of the Company outstanding
at the close of business on May 16, 1996, or issued thereafter until the
Rights become exercisable. Each Right will entitle the holder in certain
events to purchase one-thousandth (1/1000) of a share of Series A
Participating Preferred Stock, without par value (the "Preferred Stock"),
of the Company, at an initial exercise price of $140. Each thousandth of a
share of Preferred Stock is entitled to vote and to participate in
dividends and other distributions on an equivalent basis with one whole
share of Common Stock.
Initially, the Rights will be attached to the Common Stock and will
not be exercisable. The Rights will become exercisable and separately
transferable if any person or group becomes an "Acquiring Person" by
acquiring more than 15% of the outstanding Common Stock, or if a tender
offer for more than 15% of the outstanding Common Stock is announced or
commenced. If any person becomes an Acquiring Person, the Rights will
entitle all holders, other than the Acquiring Person, to purchase the
Preferred Stock at a substantial discount to its market value. In addition,
if a merger occurs with an Acquiring Person, holders of Rights (other than
the Acquiring Person) will be able to purchase shares of the Acquiring
Person at a substantial discount.
The Rights are redeemable by the Board of Directors of the Company at
a redemption price of $.01 per Right any time prior to the earlier of (a)
such time as there shall be an Acquiring Person and (b) the expiration date
of the Rights. The Rights will expire on the tenth
anniversary of the effective date of the Rights Agreement, unless earlier
redeemed.
Item 7. Financial Statements and Exhibits
c. Exhibits
4(a) Rights Agreement dated as of May 16, 1996, between Ashland Inc.
and Harris Trust and Savings Bank, as Rights Agent (incorporated
by reference to Exhibit 4(a) of the Company's Form 8-A filed
with the Securities and Exchange Commission on the date hereof)
4(b) Articles of Amendment to the Second Restated
Articles of Incorporation of Ashland Inc. creating the Series A
Participating Cumulative Preferred Stock (incorporated by
reference to Exhibit 4(b) of the Company's Form 8-A filed
with the Securities and Exchange Commission on the date hereof)
4(c) Form of Right Certificate
(incorporated by reference to Exhibit 4(c) of the Company's
Form 8-A filed with the Securities and Exchange Commission on
the date hereof)
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 hereunto duly authorized.
Ashland Inc.
by /s/ Thomas L. Feazell
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Thomas L. Feazell
Senior Vice President,
General Counsel and
Secretary
Date: May 16, 1996
EXHIBIT INDEX
EXHIBIT NUMBER TITLE
4(a) Rights Agreement dated as of May 16,
1996, between Ashland Inc. and Harris
Trust and Savings Bank, as Rights
Agent (incorporated by reference to
Exhibit 4(a) of the Company's Form
8-A filed with the Securities and
Exchange Commission the date hereof)
4(b) Articles of Amendment to the Second Restated
Articles of Incorporation of Ashland
Inc. creating the Series A Participating
Cumulative Preferred Stock (incorporated
by reference to Exhibit 4(b) of the
Company's Form 8-A filed with the
Securities and Exchange Commission
the date hereof)
4(c) Form of Right Certificate
(incorporated by reference to Exhibit
4(c) of the Company's Form 8-A filed
with the Securities and Exchange
Commission the date hereof)