EXHIBIT 2.1
January 23, 1995
Mr. Ira L. Morris, President
Waco Oil & Gas Co., Inc.
P.O. Box 397
Glenville, WV 26351
Dear Mr. Morris:
Ashland Oil, Inc. ("Ashland"), is pleased to present this proposal for
the acquisition by Ashland of all of the oil and gas properties owned by Waco
Oil and Gas Co., Inc. ("Waco") (except for those properties located in
McDowell County, West Virginia) and those oil and gas interests owned both
individually and jointly by Mr. & Mrs. Ira L. Morris (the "Properties").
Waco and Mr. & Mrs. Morris are collectively referred to herein as "Sellers."
Ashland offers to purchase the Properties for a price equal to the
number of shares of Ashland Oil, Inc. Common Stock ("Common Stock") determined
by dividing the sum of $42 million by the average closing price ("Average
Price") per share of Ashland Oil, Inc. Common Stock on the New York Stock
Exchange Composite Tape for the three (3) trading days prior to the Closing
Date for the transaction, provided, however, that (i) should the closing price
per share for the Common Stock on the last trading day prior to the Closing
Date be such that the aggregate value of the shares of Common Stock to be
delivered as determined by using the Average Price is less than $41 million,
then Sellers shall not be obligated to consummate the transaction unless
Ashland agrees to deliver such additional shares of Common Stock as are
required to make the aggregate value of the shares to be delivered (based on
the closing price per share of Common Stock on the last trading day prior to
the Closing Date) equal to $41 million, however, further provided that, (ii)
if the closing price per share on the last trading day referred in (i) above
results in an aggregate value of the shares of Common Stock to be delivered of
more than $43 million, then Ashland shall be obligated to deliver only that
number of shares of Common Stock as would equal $43 million in value (based on
the closing price per share of Common Stock on the last trading day prior to
the Closing Date). In addition to the foregoing, should the Average Price per
share of Common Stock when calculated be less than $32 per share then in such
event Ashland shall only be obligated to deliver to Sellers no more than
1,312,500 shares of Common Stock in which event Sellers shall have the option
to either accept the number of shares to be tendered or terminate the
transaction.
Our offer as described above is conditioned upon (i) all parties
agreeing to a mutually acceptable definitive purchase and sale agreement (the
"Definitive Agreement"), (ii) the execution and delivery of the Definitive
Agreement being authorized by the Boards of Directors of both Waco and Ashland
and Ashland's parent company, Ashland Oil, Inc., and (iii) the Definitive
Agreement being duly executed by and delivered to the parties. Until all of
the foregoing have been accomplished no party shall be obligated to buy or
sell any interests or properties which are the subject of this proposal.
The Definitive Agreement will contain such terms, representations,
agreements, and conditions as the parties may deem appropriate including,
without limitation, the following:
(1) Access to Information. The Definitive Agreement shall provide that
prior to closing Sellers shall allow Ashland, its attorneys, accountants,
engineers and agents access to the Properties and all title, land,
engineering, production, sales, financial, gas contract, regulatory,
environmental, and other records relating thereto maintained by Sellers, and
Sellers shall use their best efforts to cause the operator of any portion of
the Properties to allow similar access to records. In addition, Sellers shall
allow Ashland to conduct field inspections of the Properties. Ashland
acknowledges that some data and information furnished to it by Sellers may be
either non-public, confidential, or proprietary in nature. As a consequence,
Ashland agrees not to disclose such information to anyone not a representative
of Ashland. For this purpose, the term "representative" shall include
Ashland's directors, employees, agents, or advisors (including accountants,
consultants, bankers and financial advisors) and shall also include
representatives of its parent company, Ashland Oil, Inc.
(2) Properties. The Properties shall include all of the oil and gas
properties, together with all associated equipment, and interests owned by
Sellers as of the Effective Date (except for Properties located in McDowell
County, West Virginia and such other mineral interests as were not disclosed
to Ashland for evaluation purposes), with no farm-in or farm-out transactions
occurring after the Effective Date.
(3) Title Examination. Prior to closing Ashland will be entitled to
perform a review of Sellers' title to the Properties, including formal examina-
tion thereof if Ashland elects to do so. As a result of such review, Ashland
shall be entitled to adjust the Purchase Price to reflect any adjustments to
Sellers' interest as hereinafter provided.
(4) Waivers and Consents. Sellers shall use their best efforts to obtain
timely all necessary consents of third parties and waivers of preferential
rights, and the failure to obtain any such consent or waiver shall constitute
a title defect unless waived by Ashland.
(5) Registration of Ashland Oil, Inc. Common Stock. Sellers acknowledge
that the sale of Ashland Oil, Inc. Common Stock to them has not been
registered under the Securities Act of 1933, as amended, and therefore, the
Common Stock cannot be resold unless registered under such Act or an exemption
therefrom is available. However, Ashland Oil, Inc. will, at its sole cost and
expense, file with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-3 with respect to the resale of the Ashland
Oil, Inc. Common Stock issued to the Sellers and shall use its best efforts to
cause the registration statement to become effective prior to the closing and
to remain effective for a period of 90 days thereafter, subject to the usual
and customary exceptions. In addition, Ashland Oil, Inc. shall make necessary
associated Blue Sky filings, with any filings after the initial filings to be
at Waco's sole cost and expense. This will provide an opportunity for the
Sellers to sell their Ashland Oil, Inc. Common Stock should they choose to do
so. As an alternative to the above, Ashland will consider whether the
registration of the Common Stock sold to the Sellers and the resale of such
Common Stock by the Sellers can be reasonably and practicably registered on a
Form S-4 registration statement and, if Ashland so determines, Ashland will,
at its sole cost and expense, file such a registration statement with the SEC
and will use its best efforts to cause such registration statement to become
effective prior to the closing.
The closing shall not occur until the SEC has declared the registration
statement effective. Failure to have an effective registration statement on
the proposed Closing Date shall allow Sellers the right to terminate the
transaction. At Sellers' request, Ashland will use its best efforts to extend
the effective period of the Form S-3 registration statement for an additional
fifteen (15) days provided, however, that Sellers will reimburse Ashland for
all costs associated with such extension.
(6) Closing Date. Subject to having an effective registration statement,
the sale will have an Effective Date of 12:01 a.m. EST on March 1, 1995 and a
Closing Date of March 1, 1995.
(7) Adjustments to Purchase Price. The Definitive Agreement will provide
that the Purchase Price will be adjusted at closing for (i) title defects as
defined in the Definitive Agreement, (ii) the value of Properties rejected as
a result of Ashland's inspection which rejection shall be based upon criteria
set forth in the Definitive Agreement; and (iii) breaches of Sellers'
representations and warranties discovered by Ashland prior to closing. If for
any reason Properties having a value in the aggregate equal to or greater than
25% of the Purchase Price can be excluded from the sale by Ashland pursuant to
its options under the Definitive Agreement, Ashland shall have the further
option to withdraw its offer and terminate the transaction.
(8) Employees and Consultants. Ashland shall have no obligation to
retain Any current or former employees or consultants employed by Sellers.
(9) Indemnification - Pre-Closing Date Liabilities. Sellers shall
indemnify and hold harmless Ashland against all claims and liabilities
arising out of events occurring before the Closing Date. Ashland shall
indemnify and hold harmless Sellers against all claims and liabilities
arising out of events occurring after the Closing Date.
(10) This transaction is intended to be a taxable acquisition of assets.
Ashland retains the option to terminate the transaction if Ashland determines
that there is a risk of the IRS asserting that the transaction was tax-free.
(11) Upon acceptance of this offer by Sellers and securing necessary
Board of Directors' approval, Ashland and Sellers shall promptly prepare a
mutually acceptable press release and announcement relating to the subject
matter of this transaction. Neither party shall issue such a press release
or announcement without the prior written approval of the other; provided,
however, that any party may make any public disclosure it believes in good
faith is required by law or regulation (in which case the disclosing party
will advise the other party prior to making the disclosure).
(12) Upon acceptance of this offer by Sellers, Ashland and Sellers shall
promptly meet to begin negotiating the Definitive Agreement and will use their
best efforts to execute the Definitive Agreement within fifteen (15) days of
such acceptance. Pending the preparation and execution of the Definitive
Agreement, Sellers, and their representatives and affiliates, will not solicit
from, or negotiate with, any other company or person with respect to the sale
or other disposition of the Properties.
(13) This letter expresses solely the intentions of the parties hereto and
does not constitute a binding agreement on, or create any legal obligation
whatsoever on the part of Sellers or Ashland. Any party may terminate
negotiations at any time without incurring any liability to any other party.
If this offer is acceptable, please so signify by signing in the space
below and returning at least one executed copy of this letter to Ashland at
the address specified. This offer will expire at 3:00 p.m. E.S.T. on January
23, 1995.
Very truly yours,
/s/ G. T. Wilkinson
G. Thomas Wilkinson
Senior Vice President
AGREED TO AND ACCEPTED this
23rd day of January, 1995.
WACO OIL & GAS CO., INC.
By /s/ Ira L. Morris President
/s/ Ira L. Morris
Ira L. Morris, Individually
/s/ Betty Sue Morris
Betty Sue Morris, Individually
Exhibit 5
February 17, 1995
Ashland Inc.
1000 Ashland Drive
Russell, Kentucky 41169
Dear Sirs:
In connection with the proposed registration under the Securities
Act of 1933, as amended, of 1,312,500 shares of common stock, par value
$1.00 per share (the "Common Stock"), of Ashland Inc., a Kentucky
corporation (the "Company") and related Rights to Purchase Cumulative
Preferred Stock, Series of 1987 (the "Rights"), proposed to be sold by
certain shareholders thereof, I have examined such corporate records and
other documents, including the Registration Statement on Form S-3 dated the
date hereof relating to such shares (the "Registration Statement"), and I
have reviewed such matters of law as I have deemed necessary for this
opinion, and I advise you that in my opinion:
1. The Company is a corporation duly organized and validly existing
under the laws of the Commonwealth of Kentucky.
2. All necessary corporate action on the part of Ashland has been
taken to authorize the registration of the Common Stock and Rights. When
certificates for the 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 Waco Agreement of Sale and Purchase which is to be filed as an
Exhibit to the Registration Statement, such shares will upon issuance
thereof be validly issued, fully paid and non-assessable, and the Rights,
if issued, will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading "Legal
Matters" in the prospectus constituting a part of the Registration
Statement and to references to me wherever appearing therein.
Very truly yours,
Thomas L. Feazell
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Ashland Inc.
for the registration of 1,312,500 shares of its common stock and to the
incorporation by reference therein of our reports dated November 2, 1994,
with respect to the consolidated financial statements and schedules of
Ashland Inc. (name change from Ashland Oil, Inc.) and subsidiaries,
included in its Annual Report (Form 10-K) for the year ended September 30,
1994 filed with the Securities and Exchange Commission.
Ernst & Young LLP
February 8, 1995
EXHIBIT 24
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 a Registration Statement on Form S-3 or Form S-4 for the
registration of up to $43,000,000 of Ashland Common Stock, par value $1.00
per share and Rights attached thereto with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1933, as
amended, 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 and
any and all amendments thereof, to affix the corporate seal of Ashland
thereto and to attest said seal, and to file such Registration Statement
and each such amendment 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: January 25, 1995
/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/ Ralph E. Gomory
---------------------------------
/s/ Paul W. Chellgren Ralph E. Gomory, Director
- -----------------------------------
Paul W. Chellgren, President,
Chief Operating Officer and Director /s/ Mannie L. Jackson
---------------------------------
Mannie L. Jackson, Director
/s/ J. Marvin Quin
- -----------------------------------
J. Marvin Quin, Chief Financial /s/ Patrick F. Noonan
Officer and Senior Vice President ---------------------------------
Patrick F. Noonan, Director
/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
- ---------------------------------- ---------------------------------
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
CERTIFICATION
The undersigned certifies that he is Secretary of ASHLAND 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 January 25, 1995, at which a quorum was present and acting throughout.
IN WITNESS WHEREOF, I have signed and sealed this Certification
this 15th day of February, 1995.
/s/Thomas L. Feazell
-----------------------------------
Thomas L. Feazell, Secretary
(S E A L)
ACQUISITION OF WACO OIL AND GAS CO., INC.
RESOLVED, that the acquisition by the Corporation of all of the oil and gas
properties owned by Waco Oil and Gas Co., Inc. ("Waco") (except for those
properties located in McDowell County, West Virginia) and those oil and gas
interests owned both individually and jointly by Mr. & Mrs. Ira L. Morris,
for the consideration set forth herein (the "Purchase"), is hereby in all
respects authorized, ratified and approved;
FURTHER RESOLVED, that the total consideration to be paid by the
Corporation for the Purchase (the "Purchase Price") shall not exceed
$43,000,000, which consideration may be paid in cash or a combination of
cash and Common Stock of the Corporation ("Common Stock"), provided that
the maximum number of shares of Common Stock so utilized shall not exceed
1,312,500 and, provided further, that the price of the Common Stock issued
in connection with this transaction shall not be less than $32 per share;
FURTHER RESOLVED, that the Chairman of the Board, any Vice Chairman of the
Board, the President or any Senior or Administrative Vice President of the
Corporation, or the President or any Vice President of Ashland Exploration,
Inc., an indirect, wholly-owned subsidiary of this Corporation (the
"Authorized Officers") be, and each of them hereby is, authorized to
negotiate and enter into a definitive agreement to consummate the Purchase
(the "Agreement"), and to take any and all actions and execute and deliver
any and all documents, certificates, instruments or agreements relating to
the foregoing which any of them deem necessary or appropriate;
FURTHER RESOLVED, that any of the Authorized Officers, the Secretary or any
Assistant Secretary of the Corporation be, and each of them hereby is,
authorized, acting singly, to execute and file with the Securities and
Exchange Commission: (i) a Registration Statement on Form S-3 or any other
appropriate form with respect to the Common Stock to be issued pursuant to
the foregoing resolutions; (ii) an application to register the Common Stock
under the Securities Exchange Act of 1934, as amended; and (iii) such
further amendments thereto as are necessary or desirable;
FURTHER RESOLVED, that for the purpose of any original issue of the
aggregate number of shares of Common Stock authorized by the preceding
resolutions, any transfer agent for Common Stock be, and hereby is,
authorized to countersign as Transfer Agent, when presented to it duly
executed by or on behalf of the Corporation, certificates for shares of the
Common Stock, and to cause such certificates to be registered by any
Registrar for Common Stock and when so countersigned and registered, to
deliver such certificates to or upon the written order of the Authorized
Officers; and further, that said Registrar be, and hereby is, authorized
and directed to register certificates for the aggregate number of shares of
the Common Stock authorized by the preceding resolutions when presented to
it, duly executed on behalf of the Corporation and countersigned by said
Transfer Agent, and thereupon to deliver such certificates, when so
registered, to or upon the order of said Transfer Agent and further, that
the authority of said Transfer Agent and Registrar, respectively, be, and
it
hereby is, extended to apply to the transfer and registration from time to
time of such shares of Common Stock after the original issue thereof;
FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby
is, authorized to cause the Corporation to make application to the New York
Stock Exchange and the Chicago Stock Exchange for the listing on such
Exchanges, upon official notice of issuance of the Common Stock to be
issued pursuant to the foregoing resolutions; and that the aforesaid
officers of the Corporation be, and each of them hereby is, authorized in
connection with such listing applications to execute in the name or 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;
FURTHER RESOLVED, that the Board of Directors of the Corporation hereby
deems that the value of the assets of Waco being acquired by the
Corporation is at least equivalent to the value of the cash and shares of
Common Stock to be delivered or issued in connection with the transaction
contemplated by these resolutions and described in the Agreement;
FURTHER RESOLVED, that in connection with the transaction contemplated
under the Agreement, there may be credited to the Corporation's capital
account, the sum of $1.00 for each share of the Common Stock issued by the
Corporation in the transaction and the transaction shall otherwise be
handled on the books of the Corporation in accordance with the laws of the
Commonwealth of Kentucky and generally accepted accounting principles; and
FURTHER RESOLVED, that the Authorized Officers and counsel for the
Corporation and the Corporation be, and they hereby are, authorized to take
all such further action and to execute all such further instruments and
documents, in the name and on behalf of the Corporation and the Corporation
and under their corporate seals or otherwise, and to pay all such expenses
as in their judgment shall be necessary, proper or advisable in order to
fully carry out the intent and to accomplish the purposes of the foregoing
resolutions and each of them.
