As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-48267
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
AMENDMENT NO. 1
to
Form S-3
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.)
1000 Ashland Drive, Russell, Kentucky 41169 (606) 329-3333
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
THOMAS L. FEAZELL, Esq.
Senior Vice President, General Counsel and Secretary
Ashland Inc.
1000 Ashland Drive
Russell, Kentucky 41169
(606) 329-3333
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
SUSAN WEBSTER, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
Approximate date of commencement of proposed sale to the public: From
time to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. ___
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.___
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ___
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CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
Proposed
Title of Maximum
Securities Amount Proposed Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee(2)
- ----------------------------------------------------------------------------------------------------------------
Common Stock
(par value $1.00 per share)
and Rights attached thereto 482,575 $56.4375 $27,235,327 $8,034.42
- ----------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457(c) on the basis of the average of the high
and low reported sale prices of the Registrant's Common Stock on the
New York Stock Exchange, Inc. Composite Tape on March 13, 1998.
(2) Previously Paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
==============================================================================
LEGEND INFORMATION
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 1, 1998
- -----------------------------------------------------------------------------
P R O S P E C T U S
- -----------------------------------------------------------------------------
482,575 Shares
ASHLAND INC.
COMMON STOCK
(par value $1.00 per share)
-----------------
The Prospectus relates to 482,575 shares (the "Shares") of common
stock, par value $1.00 per share (the "Common Stock"), of Ashland Inc.
("Ashland" or the "Company"), which may be offered by Bernard A. Li,
individually and as trustee of The Li Family Trust, Charles W. Hill and
Walter S. Arnold (collectively, the "Selling Shareholders") from time to
time. See "Selling Shareholders." The Company will not receive any of
the proceeds from the sale of such shares. See "Use of Proceeds."
-----------------
The Common Stock is listed on the New York Stock Exchange (the
"NYSE") and the Chicago Stock Exchange (the "CHX"). The last reported
sale price of the Common Stock on the NYSE on April 30, 1998 was $52.875
per share.
-----------------
The Shares will be sold either directly by the Selling
Shareholders or through underwriters, brokers, dealers or agents. At the
time any particular offer of Shares is made, if and to the extent
required, a supplement to this Prospectus (a "Prospectus Supplement")
will set forth the specific number of Shares offered, the offering price
and the other terms of the offering, including the names of any
underwriters, brokers, dealers or agents involved in the offering and
the compensation, if any, of such underwriters, brokers, dealers or
agents. Any statement contained in this Prospectus will be deemed to be
modified or superseded by any inconsistent statement contained in any
Prospectus Supplement delivered herewith.
Unless this Prospectus is accompanied by a Prospectus Supplement
stating otherwise, offers and sales may be made pursuant to this
Prospectus only in ordinary broker's transactions made on the NYSE or
CHX in transactions involving ordinary and customary brokerage
commissions.
The Company will bear all expenses incurred in connection with
offers and sales of the Shares pursuant to this Prospectus, except the
Selling Shareholders will pay any underwriting discounts and commissions
incurred in connection therewith.
-----------------
As used in this Prospectus, the term "Common Stock" includes
Rights to Purchase Series A Participating Cumulative Preferred Stock,
the description and terms of which are set forth in a Rights Agreement
dated May 15, 1996. See "Description of Common Stock - Preferred Stock
Purchase Rights."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May ___, 1998
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at
the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Regional Offices of the Commission at Suite 1400, Citicorp Center, 500
West Madison Street, Chicago, Illinois 60661 and Seven World Trade
Center, Suite 1300, New York, New York 10048. In addition, copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005 and The
Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois
60605. The Company files such material with the Commission
electronically. The Commission maintains a Web Site that contains
reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
address of such site is: http://www.sec.gov.
The Company has filed with the Commission a Registration Statement
on Form S-3 (together with all amendments and exhibits, the
"Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement and exhibits thereto. For further information
with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and related exhibits and
to documents filed with the Commission. Any statements contained herein
concerning the provisions of any document are not necessarily complete,
and in each instance reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety by
such reference. The Registration Statement and the exhibits thereto can
be inspected and copied at the public reference facilities and regional
offices referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act (File No. 1-2918), are hereby
incorporated by reference into this Prospectus:
(i) Ashland's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997 as amended by a Form 10-K/A Amendment No. 1 filed
on May 1, 1998;
(ii) Ashland's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997 as amended by a Form 10-Q/A Amendment No. 1 filed
on March 30, 1998;
(iii) Ashland's Current Report on Form 8-K dated December 12,
1997;
(iv) Ashland's Current Report on Form 8-K dated January 1, 1998
as amended by a Form 8-K/A filed on March 17, 1998;
(v) Ashland's Current Report on Form 8-K dated March 23, 1998;
(vi) 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 filed with the Commission on May 1, 1983
("Registration Statement on Form 10, as amended"); and
(vii) the description of Ashland's Rights to Purchase Series A
Participating Cumulative Preferred Stock, set forth in the Registration
Statement on Form 8-A dated May 16, 1996.
All documents filed by Ashland with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference into this Prospectus and to
be a part hereof from the respective dates of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to
2
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein or in any Prospectus Supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH
HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS, OTHER
THAN CERTAIN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO THE SECRETARY, ASHLAND INC., P.O. BOX 391, ASHLAND, KENTUCKY
41114 (TELEPHONE: (606) 329-3333).
THE COMPANY
Ashland's businesses are grouped into five industry segments:
Chemical, Valvoline, APAC, Refining and Marketing, and Coal.
Ashland Chemical distributes industrial chemicals, solvents,
thermoplastics and resins, and fiberglass materials, and manufactures and
sells a wide variety of specialty chemicals and certain petrochemicals.
Valvoline is a marketer of branded, packaged motor oil and automotive
chemicals, antifreeze, filters, rust preventives, coolants and automotive
appearance products. In addition, Valvoline is engaged in the "fast oil
change" business through outlets operating under the Valvoline Instant Oil
Change(R) and Valvoline Rapid Oil Change(R) names.
APAC performs contract construction work, including highway paving
and repair, excavation and grading, and bridge construction, and produces
asphaltic and ready-mix concrete, crushed stone and other aggregate,
concrete block and certain specialized construction materials in the
southern and midwestern United States.
Effective January 1, 1998, Ashland and Marathon Oil Company
completed a transaction to form Marathon Ashland Petroleum LLC ("MAP"),
which combined major portions of the supply, refining, marketing and
transportation operations of the two companies. Marathon has a 62% interest
in MAP and Ashland holds a 38% interest. MAP operates seven refineries with
a total refining capacity of 930,000 barrels per day. Refined products are
distributed through a retail network of 5,400 independent and company owned
outlets in 20 Midwest and Southern states. Ashland will account for its
investment in MAP using the equity method of accounting. However, since the
transaction did not close until January 1, 1998, Ashland continued to
report its 100% ownership interest in the Ashland Petroleum and
SuperAmerica divisions (Ashland's Refining and Marketing segment) on a
consolidated basis in its financial statements for the quarter ended
December 31, 1997.
Ashland's coal operations are conducted by Arch Coal, Inc., which
is 55% owned by Ashland and is publicly traded, and which produces and
markets bituminous coal in Central Appalachia, the Illinois Basin and the
Hanna Basin in Wyoming for sale to domestic and foreign electric utility
and industrial customers.
Ashland is a Kentucky corporation, organized on October 22, 1936,
with its principal executive offices located at 1000 Ashland Drive,
Russell, Kentucky 41169 (Mailing Address: P.O. Box 391, Ashland, Kentucky
41114) (Telephone: (606) 329-3333).
USE OF PROCEEDS
All of the shares of Common Stock which are the subject of this
Prospectus are being sold by the Selling Shareholders. The Company will not
receive any of the proceeds from the sale of such shares.
SELLING SHAREHOLDERS
On February 2, 1998, Ashland acquired from the Selling
Shareholders all of the issued and outstanding shares of common stock of
EGL-1, Inc. ("EGL-1"), a California corporation, pursuant to a merger of an
Ashland subsidiary with and into EGL-1. The purchase price was $25,400,154
paid in 482,575 shares of Common Stock
3
which are offered hereby. EGL-1 is based in Carlsbad, California and is a
leading marketer in the wheel cleaner, metal polish, leather care and
premium wax/polish segments. EGL-1 will operate as part of The Valvoline
Company, a division of Ashland.
The number of shares offered for sale are as follows: Bernard A.
Li, individually and as trustee of The Li Family Trust, 361,932 shares;
Charles W. Hill, 48,257 shares; and Walter S. Arnold, 72,386 shares. The
shares offered for sale as described in the preceding sentence constitute
all the shares of Common Stock of Ashland owned by each of the Selling
Shareholders. No Selling Shareholder owns more than 1% of the outstanding
shares of Common Stock. Except for the transaction in which the Selling
Shareholder acquired his, her or its Common Stock, no Selling Shareholder
has had a material relationship with Ashland within the past three years.
The maximum number of shares proposed to be sold by the Selling
Shareholders is the number of shares owned by them as of the date hereof.
PLAN OF DISTRIBUTION
The Selling Shareholders or their respective distributees,
pledgees, donees, transferees or other successors in interest may offer
Shares from time to time depending on market conditions and other factors,
in one or more transactions on the NYSE or CHX or other national securities
exchanges on which the Shares are traded, in the over-the-counter market or
otherwise, at market prices prevailing at the time of sale, at negotiated
prices or at fixed prices. The Shares may be offered in any manner
permitted by law, including through underwriters, brokers, dealers or
agents, and directly to one or more purchasers. Sales of Shares may involve
(i) sales to underwriters who will acquire Shares for their own account and
resell them in one or more transactions at fixed prices or at varying
prices determined at time of sale, (ii) block transactions in which the
broker or dealer so engaged will attempt to sell the Shares as agent but
may position and resell a portion of the block as principal to facilitate
the transaction, (iii) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account, (iv) an exchange
distribution in accordance with the rules of any such exchange and (v)
ordinary brokerage transactions and transactions in which a broker solicits
purchasers. Brokers and dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Shareholders and/or purchasers of Shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The Selling
Shareholders and any broker or dealer that participates in the distribution
of Shares may be deemed to be underwriters and any commissions received by
them and any profit on the resale of Shares positioned by a broker or
dealer may be deemed to be underwriting discounts and commissions under the
Securities Act. In the event any Selling Shareholder engages an underwriter
in connection with the sale of the Shares, to the extent required, a
Prospectus Supplement will be distributed, which will set forth the number
of Shares being offered and the terms of the offering, including the names
of the underwriters, any discounts, commissions and other items
constituting compensation to underwriters, dealers or agents, the public
offering price and any discounts, commissions or concessions allowed or
reallowed or paid by underwriters to dealers.
Pursuant to the Registration Rights Agreement dated as of February
2, 1998 (the "Registration Rights Agreement"), by and between the Company
and the Selling Shareholders, the Company will pay all registration
expenses in connection with all registrations of the Shares upon the
written request of any Selling Shareholder, and such Selling Shareholder
will pay all underwriting discounts and commissions, if any, relating to
the sale or disposition of such Selling Shareholder's Shares. The Company
and the Selling Shareholders have agreed to indemnify each other against
certain civil liabilities, including certain liabilities under the
Securities Act.
DESCRIPTION OF COMMON STOCK
Common Stock
The authorized stock of the Company consists of 300,000,000 shares
of Common Stock, and 30,000,000 shares of Preferred Stock, issuable in
series. On March 1, 1998, there were 75,818,312 shares of Common Stock
issued and outstanding. In addition, 500,000 shares of Preferred Stock
designated as Series A Participating Cumulative Preferred Stock are
reserved for issuance upon exercise of rights issued pursuant to the Rights
4
Agreement dated as of May 15, 1996. An aggregate of 13,823,354 additional
shares of Common Stock are reserved for issuance under the Company's
various stock and compensation incentive plans.
The holders of Common Stock are entitled to receive dividends as
may be declared from time to time by the Board of Directors out of funds
legally available therefor. The holders of Common Stock are entitled to one
vote per share on all matters submitted to a vote of shareholders and have
cumulative voting rights. Under cumulative voting, a shareholder may
multiply the number of shares owned by the number of directors to be
elected and cast this total number of votes for any one nominee or
distribute the total number of votes, in any proportion, among as many
nominees as the shareholder desires. Holders of Common Stock are entitled
to receive, upon any liquidation of the Company, all remaining assets
available for distribution to shareholders after satisfaction of the
Company's liabilities and the preferential rights of any Preferred Stock
that may then be issued and outstanding. The outstanding shares of Common
Stock are fully paid and nonassessable. The holders of Common Stock have no
preemptive, conversion or redemption rights. The Transfer Agent and
Registrar of Ashland's Common Stock is Harris Trust and Savings Bank,
Chicago, Illinois.
The foregoing information does not purport to be a complete
summary of the terms and provisions of the Common Stock and is qualified in
its entirety by reference to the description of the Common Stock contained
in the Company's Registration Statement on Form 10, as amended,
incorporated by reference into this Prospectus, and the Company's Second
Restated Articles of Incorporation, as amended (the "Articles").
Preferred Stock Purchase Rights
The Board of Directors has authorized the distribution of one
Right (a "Right") for each outstanding share of Common Stock. Each Right
entitles the holder thereof to buy one-one thousandth (1/1000th) of a share
of Series A Participating Cumulative Preferred Stock at a price of $140.
The Rights will become exercisable upon the earlier of (a) such
time as the Company learns that a person or group has acquired, or obtained
the right to acquire, beneficial ownership of more than 15% of the
outstanding Common Stock of the Company ("Acquiring Person"), unless
provisions intended to prevent accidental triggering apply, and (b) such
date, if any, as may be designated by the Board of Directors of the Company
following the commencement of, or first public disclosure of an intention
to commence, a tender or exchange offer for outstanding Common Stock. Each
Right (other than those held by the acquiror) will entitle its holder to
purchase, at the Right's exercise price, shares of Common Stock having a
market value of twice the Right's exercise price. Additionally, if the
Company is acquired in a merger or other business combination, each Right
(other than those held by the surviving or acquiring company) will entitle
its holder to purchase, at the Right's exercise price, shares of the
acquiring company's common stock (or stock of the Company if it is the
surviving corporation) having a market value of twice the Right's exercise
price. Each one-one thousandth of a share of Series A Participating
Cumulative Preferred Stock will be entitled to dividends and to vote on an
equivalent basis with one share of Common Stock.
Rights may be redeemed at the option of the Board of Directors for
$.01 per Right at any time before the earlier of such time as there is an
Acquiring Person or the tenth anniversary of the date of the plan. The
Board of Directors may amend the Rights at any time without shareholder
approval. The Rights will expire by their terms on May 15, 2006.
5
Certain Provisions of Ashland's Articles
In the event of a proposed merger, tender offer, proxy contest or
other attempt to gain control of Ashland not approved by the Board of
Directors, it would be possible, subject to any limitations imposed by
applicable law, the Articles and the applicable rules of the stock
exchanges upon which the Common Stock is listed, for the Board of Directors
to authorize the issuance of one or more series of preferred stock with
voting rights or other rights and preferences which would impede the
success of the proposed merger, tender offer, proxy contest or other
attempt to gain control of Ashland. The consent of the holders of Common
Stock would not be required for any such issuance of preferred stock.
The Articles incorporate in substance certain provisions of the
Kentucky Business Corporation Act to require approval of the holders of a
least 80% of Ashland's voting stock, plus two-thirds of the voting stock
other than voting stock owned by a 10% shareholder, as a condition to
mergers and certain other business combinations involving Ashland and such
10% shareholder unless (a) the transaction is approved by a majority of the
continuing directors (as defined) of Ashland or (b) certain minimum price
and procedural requirements are met. In addition, the Kentucky Business
Corporation Act includes a standstill provision which precludes a business
combination from occurring with a 10% shareholder, notwithstanding any vote
of shareholders or price paid, for a period of five years after the date
such 10% shareholder becomes a 10% shareholder, unless a majority of the
independent directors (as defined) of Ashland approves such combination
before the date such shareholder becomes a 10% shareholder.
The Articles also provide that (i) the Board of Directors is
classified into three classes, (ii) a director may be removed from office
without "cause" (as defined) only by the affirmative vote of the holders of
at least 80% of the voting power of the then outstanding voting stock of
Ashland, (iii) the Board of Directors may adopt By-laws concerning the
conduct of, and matters considered at, meetings of shareholders, including
special meetings, (iv) Ashland's By-laws and certain provisions of the
Articles may be amended only by the affirmative vote of the holders of at
least 80% of the voting power of the then outstanding voting stock of
Ashland; and (v) the By-laws may be adopted or amended by the Board of
Directors, subject to amendment or repeal only by affirmative vote of the
holders of at least 80% of the voting power of the then outstanding voting
stock of Ashland.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered
hereby will be passed upon for the Company by Thomas L. Feazell, Esq.,
Senior Vice President, General Counsel and Secretary of the Company. Mr.
Feazell owns beneficially 127,394 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedule of the Company
appearing or incorporated by reference in the Company's Annual Report on
Form 10-K (as amended by Form 10-K/A Amendment No. 1) for the year ended
September 30, 1997, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements
and schedule are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of
the Common Stock being registered, other than any underwriting
discounts, concessions or commissions, are:
Filing Fee for Registration Statement............. $ 8,034.42
Legal Fees and Expenses........................... 10,000.00
Accounting Fees and Expenses...................... 15,000.00
Stock Exchange Listing Fees....................... 17,250.00
Miscellaneous..................................... 3,000.00
------------
Total............................................. $53,284.42
==========
All of the above amounts, other than the SEC filing fee, are
estimates only. All of the above expenses will be paid by the Company.
The Selling Shareholders will pay their own underwriting discounts,
concessions and commissions.
Item 15. Indemnification of Directors and Officers.
Sections 271B.8-500 through 580 of the Kentucky Business
Corporation Act contain detailed provisions for indemnification of
directors and officers of Kentucky corporations against judgments,
penalties, fines, settlements and reasonable expenses in connection with
litigation. Under Kentucky law, the provisions of a company's articles
and by-laws may govern the indemnification of officers and directors in
lieu of the indemnification provided for by statute. The Registrant has
elected to indemnify its officers and directors pursuant to the
Articles, its By-laws, as amended, and by contract rather than to have
such indemnification governed by the statutory provisions.
Article X of the Registrant's Articles permits, but does not
require, the Registrant to indemnify its directors, officers and
employees to the fullest extent permitted by law. The Registrant's
By-laws require indemnification of officers and employees of the
Registrant and its subsidiaries under certain circumstances. The
Registrant 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.
The Registrant has purchased insurance which insures (subject to
certain terms and conditions, exclusions and deductibles) the Registrant
against certain costs which it 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 the Registrant. In addition, the Registrant has purchased
insurance which provides liability coverage (subject to certain terms
and conditions, exclusions and deductibles) for amounts which the
Registrant, or the fiduciaries under its employee benefit plans, which
may include its directors, officers and employees, might be required to
pay as a result of a breach of fiduciary duty.
Item 16. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
Exhibit Number Description of Exhibit
2.1 Agreement of Merger and Plan of Reorganization between
the Company and the Selling Shareholders.*
II-1
3.1 Second Restated Articles of Incorporation of the Company,
as amended to January 30, 1998 (incorporated by
reference to Exhibit 3 to Ashland's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1997 (File
No. 1-2918)).
3.2 By-laws of the Company, as amended (incorporated by
reference to Exhibit 3 to Ashland's Report on Form
10-K/A Amendment No. 1 filed on May 1, 1998 (File No.
1-2918)).
4.1 Rights Agreement dated as of May 16, 1996, between the
Company and Harris Trust and Savings Bank (incorporated
by reference to Exhibit 4(a) of Ashland's Form 8-A
filed with the Commission on May 16, 1996).
4.2 Registration Rights Agreement between the Company and
the Selling Shareholders.*
5 Opinion of Thomas L. Feazell, Esq.*
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Thomas L. Feazell, Esq. (included as part of
Exhibit 5).*
23.3 Consent of Price Waterhouse LLP.
24 Power of Attorney, including resolutions of the Board
of Directors.*
--------------------
*Previously Filed
Item 17. Undertakings.
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 unless the information required to be included in
such post-effective amendment is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15 (d) of the Exchange Act that are incorporated
by reference in the registration statement;
(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 unless the information required to be
included in such post-effective amendment is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
registration statement; and
(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.
(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.
II-2
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 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions described
under Item 15 above, or otherwise, the Registrant 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 against the Registrant by such director, officer or
controlling person in connection with the securities being registered,
the Registrant 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.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
II-3
SIGNATURES
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-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Russell
and Commonwealth of Kentucky on May 1, 1998.
ASHLAND INC.
By: /s/ Thomas L. Feazell
------------------------------------
Thomas L. Feazell
Senior Vice President,
General Counsel
and Secretary
Pursuant to the requirements of the Securities Act, this Amendment
No. 1 to the Registration Statement has been signed below by the
following persons in the capacities indicated on May 1, 1998.
Signature Title
Paul W. Chellgren* Chairman of the Board and
- ---------------------------------- Chief Executive Officer
J. Marvin Quin* Senior Vice President and
- ---------------------------------- Chief Financial Officer
Kenneth L. Aulen* Administrative Vice President,
- ---------------------------------- Controller and Principal
Accounting Officer
Samuel C. Butler* Director
- ----------------------------------
Frank C. Carlucci* Director
- ----------------------------------
James B. Farley* Director
- ----------------------------------
Mannie L. Jackson* Director
- ----------------------------------
Patrick F. Noonan* Director
- ----------------------------------
Jane C. Pfeiffer* Director
- ----------------------------------
Michael D. Rose* Director
- ----------------------------------
William L. Rouse, Jr.* Director
- ----------------------------------
* By: /s/ Thomas L. Feazell
----------------------------------
Thomas L. Feazell
Attorney-in-fact
May 1, 1998
* Original powers of attorney authorizing Paul W. Chellgren, Thomas
L. Feazell, and David L. Hausrath and each of them, to sign the
Registration Statement and amendments thereto on behalf of the
above-mentioned directors and officers of the Registrant have been filed
with the Commission as Exhibit 24 to this Registration Statement.
II-4
EXHIBIT INDEX
Exhibit
No. Description
2.1 Agreement of Merger and Plan of Reorganization between
the Company and the Selling Shareholders.*
3.1 Second Restated Articles of Incorporation of the Company,
as amended to January 30, 1998 (incorporated by
reference to Exhibit 3 to Ashland's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1997 (File
No. 1-2918)).
3.2 By-laws of the Company, as amended (incorporated by
reference to Exhibit 3 to Ashland's Report on Form 10-K/A
Amendment No. 1 filed on May 1, 1998 (File No. 1-2918)).
4.1 Rights Agreement dated as of May 16, 1996, between the
Company and Harris Trust and Savings Bank (incorporated
by reference to Exhibit 4(a) of Ashland's Form 8-A
filed with the Commission on May 16, 1996).
4.2 Registration Rights Agreement between the Company and the
Selling Shareholders.*
5 Opinion of Thomas L. Feazell, Esq.*
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Thomas L. Feazell, Esq. (included as part of
Exhibit 5).*
23.3 Consent of Price Waterhouse LLP.
24 Power of Attorney, including resolutions of the Board
of Directors.*
--------------------
*Previously Filed.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Amendment No. 1 to Form S-3) and related Prospectus
of Ashland Inc. for the registration of 482,575 shares of its common stock
and to the incorporation by reference therein of our report dated November
5, 1997, with respect to the consolidated financial statements and
financial statement schedule of Ashland Inc. and subsidiaries, included in
its Annual Report (Form 10-K, as amended by Form 10-K/A) for the year ended
September 30, 1997, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Louisville, Kentucky
April 29, 1998
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (Amendment No.
1) of Ashland Inc. of our report dated March 12, 1998 relating to the
financial statements of Marathon Oil Company Downstream Businesses (a
division of Marathon Oil Company), which appears in the Current Report on
Form 8-K/A of Ashland Inc. dated March 17, 1998.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Pittsburgh, PA
May 1, 1998
