Post-Effective Amendment No. 2
Registration No. 33-26101
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
REGISTRATION STATEMENT
Under
the Securities Act of 1933
ASHLAND 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.)
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391
(859) 815-3333
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
Ashland Inc. Long-Term Incentive Plan
(Full title of the Plan)
David L. Hausrath, Esq.
Senior Vice President, General Counsel and Secretary
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391
(859) 815-3333
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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The securities offering issued pursuant to this Registration Statement
by Ashland Inc., formerly known as Ashland Oil, Inc. ("Ashland"), has
terminated. 135,100 shares of Ashland Common Stock issued pursuant to this
Registration Statement remain unsold. Ashland hereby deregisters all
remaining 135,100 shares issued pursuant to the Ashland Inc. Long-Term
Incentive Plan, and all amendments thereto.
PART II
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EXHIBITS
Exhibit No.
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25 Power of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ashland
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Covington,
Commonwealth of Kentucky, on March 18, 2004.
ASHLAND INC.,
By: /s/ David L. Hausrath
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David L. Hausrath
Senior Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been
signed below by the following persons in the capacities indicated on March
18, 2004.
Signature Title
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* Chairman of the Board and
-- Chief Executive Officer
James J. O'Brien (Principal Executive Officer)
* Senior Vice President and
-- Chief Financial Officer
J. Marvin Quin (Principal Financial Officer)
* Administrative Vice President
-- and Controller
Kenneth L. Aulen (Principal Accounting Officer)
*
-- Director
Ernest H. Drew
*
-- Director
Roger W. Hale
*
-- Director
Bernadine P. Healy
*
-- Director
Mannie L. Jackson
*
-- Director
Patrick F. Noonan
*
-- Director
Jane C. Pfeiffer
*
-- Director
William L. Rouse, Jr.
*
-- Director
George A. Schaefer, Jr.
*
-- Director
Theodore L. Solso
*
-- Director
Michael J. Ward
*By : /s/ David L. Hausrath
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David L. Hausrath
Attorney-in-fact
* Original power of attorney authorizing, James J. O'Brien, David L.
Hausrath and Linda L. Foss and each of them to sign the Post-Effective
Amendment No. 2 to the Registration Statement and amendments thereto on
behalf of the above-mentioned directors and officers of Ashland are being
filed herewith the Securities and Exchange Commission.
EXHIBIT INDEX
Exhibit No.
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25 Power of Attorney
EXHIBIT 25
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and
Officers of ASHLAND INC., a Kentucky corporation, which is about to file a
Post-Effective Amendment No. 2 to Form S-8 Registration Statement to the
Ashland Inc. Long-Term Incentive Plan with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1933, as
amended, hereby constitutes and appoints JAMES J. O'BRIEN, DAVID L.
HAUSRATH and LINDA L. FOSS, 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 and file such Amendment, and the exhibits thereto and any and all
other documents in connection therewith, and any such amendments thereto,
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: March 18, 2004
/s/ James J. O'Brien /s/ Patrick F. Noonan
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James J. O'Brien, Chairman of the Board Patrick F. Noonan, Director
and Chief Executive Officer
/s/ J. Marvin Quin /s/ Jane C. Pfeiffer
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J. Marvin Quin, Senior Vice President Jane C. Pfeiffer, Director
and Chief Financial Officer
/s/ Kenneth L. Aulen /s/ William L. Rouse
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Kenneth L. Aulen, Administrative Vice William L. Rouse, Jr., Director
President, Controller and Principal
Accounting Officer
/s/ Ernest H. Drew /s/ George A. Schaefer
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Ernest H. Drew, Director George A. Schaefer, Jr., Director
/s/ Roger W. Hale /s/ Theodore M. Solso
- ----------------------------------------- ---------------------------------
Roger W. Hale, Director Theodore M. Solso, Director
/s/ Bernadine P. Healy /s/ Michael J. Ward
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Bernadine P. Healy, Director Michael J. Ward, Director
/s/ Mannie L. Jackson
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Mannie L. Jackson, Director