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As filed with the Securities and Exchange Commission on August 24, 1995
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 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 INC.
DEFERRED COMPENSATION PLAN
(Full title of the Plan)
Thomas L. Feazell
Senior Vice President, General Counsel and Secretary
Ashland 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 $34.0625 $1,703,125 $5,873
shares
(1) In accordance with Rule 457 under the Securities Act of 1933, calculated
on the basis of $34.0625 per share of Common Stock which was the average
of the high and low prices on the New York Stock Exchange -- Composite
Tape on August 21, 1995.
(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.
The following documents, filed with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (File No. 1-2918), are
hereby incorporated by reference into this Prospectus:
(i) Ashland Oil, Inc.'s (now Ashland Inc., hereinafter "Ashland")
Annual Report on Form 10-K for the fiscal year ended September 30, 1994;
(ii) Ashland's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1994;
(iii) Ashland's Quarterly Report on Form 10-QA for the quarter
ended December 31, 1994;
(iv) Ashland's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995;
(v) Ashland's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995;
(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 Cumulative
Preferred Stock, Series of 1987, set forth in the Registration Statement on
Form 8-A dated May 29, 1986 (as amended by the 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, Esq., Senior Vice President, General Counsel and
Secretary of Ashland. Mr. Feazell owns beneficially 78,461 shares of Common
Stock 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 Ashland's Annual Report (Form
10-K) for the year ended September 30, 1994, 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 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
LLP pertaining to such audited 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.
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Item 6. 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. Ashland has elected to indemnify
its officers and directors pursuant to Articles, its By-laws, as amended,
and by contract rather than to have such indemnification governed by the
statutory provisions.
Article X of Ashland's Articles permits, but does not require, Ashland
to indemnify its directors, officers and employees to the fullest extent
permitted by law. Ashland's By-laws 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 it might be required to pay by way of indemnification of 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 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 Ashland Inc. Deferred Compensation Plan (incorporated by
reference to Exhibit 10.20 to Ashland's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1994 (File No.
1-2918)).
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).
24(a) Power of Attorney.
24(b) Certified copy of resolutions of the Board of Directors.
Item 9. 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 of 1933 (the "Securities Act") unless the information
required to be included in such post-effective amendment is contained in
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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.
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, 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 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.
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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 August 24, 1995.
ASHLAND INC.
By: /s/ James G. Stephenson
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Vice President - Law
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on August 24, 1995.
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
Frank C. Carlucci *
__________________________________ Director
James B. Farley *
__________________________________ Director
Ralph E. Gomory *
__________________________________ Director
Mannie L. Jackson *
__________________________________ Director
Patrick F. Noonan *
__________________________________ Director
Jane C. Pfeiffer *
__________________________________ Director
James R. Rinehart *
__________________________________ Director
William L. Rouse, Jr. *
__________________________________ Director
Robert B. Stobaugh *
__________________________________ Director
* By: /s/ James G. Stephenson
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James G. Stephenson
Attorney-in-fact
August 24, 1995
* Original 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 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.
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EXHIBIT INDEX
Exhibit
No. Description
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4 Ashland Inc. Deferred Compensation Plan (incorporated
by reference to Exhibit 10.20 to Ashland's Quarterly
Report on Form 10-Q for the quarter ended December 31,
1994 (File No. 1-2918)).
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).
24(a) Power of Attorney
24(b) Certified copy of resolutions of the Board of Directors.
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Exhibit 5
August 24, 1995
Ashland Inc.
1000 Ashland Drive
Russell, KY 41169
Gentlemen:
As Senior Vice President, General Counsel and Secretary of Ashland
Inc. ("Ashland"), a Kentucky corporation, 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
Inc. Deferred Compensation Plan (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 upon issuance
thereof 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/JKS/lrn
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of
Named Experts and Counsel" in the Registration Statement (Form S-8)
pertaining to the Ashland Inc. Deferred Compensation Plan 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. (formerly Ashland Oil, Inc.) included and incorporated by
reference in its Annual Report (Form 10-K) for the year ended September 30,
1994, filed with the Securities and Exchange Commission.
Ernst & Young LLP
August 23, 1995
Exhibit 24(a)
POWER OF ATTORNEY
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 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 Inc. Deferred Compensation
Plan 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: March 16, 1995
/s/ John R. Hall /s/ James B. Farley
_________________________________ ______________________________
John R. Hall, Chairman of the Board of James B. Farley, 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/ Mannie L. Jackson
_________________________________ ______________________________
J. Marvin Quin, Chief Financial Mannie L. Jackson, Director
Officer and Senior Vice President
/s/ Kenneth L. Aulen /s/ Patrick F. Noonan
_________________________________ ______________________________
Kenneth L. Aulen, Administrative Vice Patrick F. Noonan, Director
President; Controller
/s/ Jack S. Blanton /s/ Jane C. Pfeiffer
_________________________________ ______________________________
Jack S. Blanton, Director Jane C. Pfeiffer, Director
/s/ Thomas E. Bolger /s/ James R. Rinehart
_________________________________ ______________________________
Thomas E. Bolger, Director James R. Rinehart, 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
Exhibit 24(b)
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 September 15, 1994, at which a quorum was present and acting throughout.
IN WITNESS WHEREOF, I have signed and sealed this Certificate this
24th day of August, 1995.
/s/ Thomas L. Feazell
________________________________
Thomas L. Feazell, Secretary
(S E A L)
DEFERRED COMPENSATION PLAN
RESOLVED, that the "Ashland Oil, Inc. Deferred Compensation Plan,"
substantially in the form attached hereto as Exhibit A (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 26, 1995 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 500,000
shares of fully paid and nonassessable $1.00 par value Common Stock of the
Corporation (the "Common Stock");
RESOLVED, that the foregoing Plan be submitted to the shareholders of the
Corporation for their consideration at the Annual Meeting of Shareholders
to be held on January 26, 1995;
RESOLVED, that, the Personnel and Compensation Committee (the "Committee"),
in accordance with the Plan, is hereby authorized to administer the Plan;
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 Common Stock;
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 take any and all action which they may deem necessary or
advisable in order to effect the registration of the Common Stock under
federal securities laws including (i) to execute and file with the
Securities and Exchange Commission (the "SEC") a Registration Statement or
Registration Statements on Form S-8 or any other appropriate form with
respect to shares of the Common Stock; (ii) to execute and file with the
SEC such other filings as may be required from time to time to keep the
information in such Registration Statement(s) current and (iii) to 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 for issue, offer, sale or trade
under the securities or Blue Sky laws of any state, 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 a copy 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.
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