UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 28, 2005
ASHLAND INC.
(Exact name of registrant as specified in its charter)
Kentucky
(State or other jurisdiction of incorporation)
1-2918 61-0122250
(Commission File Number) (I.R.S. Employer
Identification No.)
50 E. RiverCenter Boulevard, Covington, Kentucky 41012-0391
(Address of principal executive offices) (Zip Code)
P.O. Box 391, Covington, Kentucky 41012-0391
(Mailing Address) (Zip Code)
Registrant's telephone number, including area code (859) 815-3333
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 2230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
Ashland Inc. ("Ashland") announced today the reference yields and
total purchase prices in respect of each of its notes (having the CUSIP
Nos. specified in the table attached): 6.625% Senior Notes, 8.80%
Debentures, 9.35% Series B Medium-Term Notes, 9.20% Series D Medium-Term
Notes, Series E Medium-Term Notes, Series F Medium-Term Notes, Series G
Medium-Term Notes, 6.86% Series H Medium-Term Notes and 7.83% Series J
Medium-Term Notes (collectively, the "Notes"), in each case determined as
of 2 p.m., New York time, on June 27, 2005, in the manner described in
Ashland's Offer to Purchase and Consent Solicitation Statement dated June
1, 2005 (the "Offer to Purchase"). Each of the Total Purchase Prices
includes the consent payment equal to $20 for each $1,000 of principal of
the Notes validly tendered at or prior to the applicable consent payment
deadline and accepted for payment pursuant to the applicable tender offer
as described in the Offer to Purchase. The purchase price for Notes validly
tendered after the applicable consent payment deadline will be the
applicable Total Purchase Price described in the attached press release,
less $20 for each $1,000 of principal of such Notes. Details of the
reference yields and Total Purchase Prices of the Notes, including the
CUSIP Nos., are included in the attached press release, which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
In addition to the applicable Total Purchase Price, Ashland will
pay accrued and unpaid interest on tendered and accepted Notes up to, but
not including, the applicable settlement date in accordance with the terms
and subject to the conditions for the Offer to Purchase.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated June 28, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
ASHLAND INC.
-------------------------------------------
(Registrant)
Date: June ____, 2005 /s/ J. Marvin Quin
-----------------------------------
Name: J. Marvin Quin
Title: Senior Vice President,
Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release dated June 28, 2005
[GRAPHIC OMITTED]
EXHIBIT 99.1
News Release
FOR ADDITIONAL INFORMATION:
Media Relations: Investor Relations:
Ken Gordon Daragh Porter
(859) 815-4195 (office) (859) 815-3825
(614) 886-4424 (mobile)
kdgordon@ashland.com dlporter@ashland.com
FOR IMMEDIATE RELEASE:
June 28, 2005
NOTICE OF REFERENCE YIELDS AND TOTAL PURCHASE PRICES FOR ASHLAND INC. DEBT
TENDER OFFERS
COVINGTON, Ky.- Ashland Inc. (NYSE: ASH) ("Ashland") announced
today the following reference yields and total purchase prices in respect
of each of the following of its notes (having the CUSIP Nos. specified in
the table below): 6.625% Senior Notes, 8.80% Debentures, 9.35% Series B
Medium-Term Notes, 9.20% Series D Medium-Term Notes, Series E Medium-Term
Notes, Series F Medium-Term Notes, Series G Medium-Term Notes, 6.86% Series
H Medium-Term Notes and 7.83% Series J Medium-Term Notes (collectively, the
"Notes"), in each case determined as of 2 p.m., New York time, on June 27,
2005, in the manner described in Ashland's Offer to Purchase and Consent
Solicitation Statement dated June 1, 2005 (the "Offer to Purchase"). Each
of the following Total Purchase Prices includes the consent payment equal
to $20 for each $1,000 of principal of the Notes validly tendered at or
prior to the applicable consent payment deadline and accepted for payment
pursuant to the applicable tender offer as described in the Offer to
Purchase. The purchase price for Notes validly tendered after the
applicable consent payment deadline will be the applicable Total Purchase
Price described below less $20 for each $1,000 of principal of such Notes.
In addition to the applicable Total Purchase Price, Ashland will
pay accrued and unpaid interest on tendered and accepted Notes up to, but
not including, the applicable settlement date in accordance with the terms
and subject to the conditions for the Offer to Purchase.
-more-
NOTICE OF REFERENCE YIELDS AND TOTAL PURCHASE PRICES FOR ASHLAND INC. DEBT
TENDER OFFERS- 2
U.S. U.S. FIXED
TREASURY TREASURY SPREAD TOTAL
TITLE OF REFERENCE REFERENCE (IN BASIS) REFERENCE PURCHASE
SERIES SECURITIES CUSIP SECURITY YIELD POINTS) YIELD PRICE
--------------- ----------------- ----------- ------------- ----------- ----------- ---------- ----------
3.375% U.S.
6.625% Senior Treasury
6.625% Senior Notes due Note due
Notes February 15, 044204AC9 February 3.608% 56 4.168% $1060.43
2008 15, 2008
8.800% Debentures 4.125% U.S.
8.800% due Treasury
Debentures November 15, 044540AH5 Note due 3.896% 58 4.476% $1268.98
2012 May 15, 2015
9.350% 4.125% U.S.
Medium-Term Treasury
Series B Notes Notes due 04454CAJ5 Note due 3.896% 117 5.066% $1416.68
January 24, 2019 May 15, 2015
1.50% U.S.
9.200% Treasury
Series D Notes Medium-Term 04454CBF2 Note due 3.417% 30 3.717% $1043.76
Notes due March 31,
April 24, 2006 2006
Series E Notes
7.000% 3.75% U.S.
Medium-Term Treasury
Notes due 04454CCX2 Note due 3.605% 60 4.205% $1080.07
July 30, 2008 May 15, 2008
8.880% 5.0% U.S.
Medium-Term Treasury
Notes due 04454CBU9 Note due 3.728% 70 4.428% $1248.80
December 27, August 15,
2011 2011
8.700% 5.0% U.S.
Medium-Term Treasury
Notes due 04454CBV7 Note due 3.728% 70 4.428% $1239.01
December 30, August 15,
2011 2011
NOTICE OF REFERENCE YIELDS AND TOTAL PURCHASE PRICES FOR ASHLAND INC. DEBT
TENDER OFFERS- 3
U.S. U.S. FIXED
TREASURY TREASURY SPREAD TOTAL
TITLE OF REFERENCE REFERENCE (IN BASIS) REFERENCE PURCHASE
SERIES SECURITIES CUSIP SECURITY YIELD POINTS) YIELD PRICE
--------------- ----------------- ----------- ------------- ----------- ----------- ---------- ----------
5.0% U.S.
8.620% Treasury
Medium-Term 04454CBW5 Note due 3.728% 70 4.428% $1235.94
Notes due August 15,
January 16, 2012 2011
4.875% U.S.
8.990% Treasury
Medium-Term 04454CCH7 Note due 3.754% 73 4.484% $1261.19
Notes due February
April 13, 2012 15, 2012
4.875% U.S.
8.960% Treasury
Medium-Term 04454CCJ3 Note due 3.754% 73 4.484% $1260.53
Notes due April February
25, 2012 15, 2012
8.250%
Medium-Term 4.125% U.S.
Notes due 04454CCU8 Treasury 3.896% 61 4.506% $1239.17
February 12, Note due
2013 May 15, 2015
9.080% 4.125% U.S.
Medium-Term Treasury
Notes due 04454CCG9 Note due 3.896% 62 4.516% $1295.89
March 31, 2013 May 15, 2015
7.720% 4.125% U.S.
Medium-Term Treasury
Notes due 04454CCW4 Note due 3.896% 66 4.556% $1211.06
July 15, 2013 May 15, 2015
7.730% 4.125% U.S.
Medium-Term Treasury
Notes due 04454CCV6 Note due 3.896% 66 4.556% $1211.73
July 15, 2013 May 15, 2015
NOTICE OF REFERENCE YIELDS AND TOTAL PURCHASE PRICES FOR ASHLAND INC. DEBT
TENDER OFFERS- 4
U.S. U.S. FIXED
TREASURY TREASURY SPREAD TOTAL
TITLE OF REFERENCE REFERENCE (IN BASIS) REFERENCE PURCHASE
SERIES SECURITIES CUSIP SECURITY YIELD POINTS) YIELD PRICE
--------------- ----------------- ----------- ------------- ----------- ----------- ---------- ----------
7.650% 4.125% U.S.
Medium-Term Treasury
Notes due 04454CCZ7 Note due 3.896% 66 4.556% $1207.59
August 5, 2013 May 15, 2015
7.750% 4.125% U.S.
Medium-Term Treasury
Notes due 04454CCY0 Note due 3.896% 113 5.026% $1259.13
August 6, 2018 May 15, 2015
5.375% U.S.
8.810% Treasury
Medium-Term 04454CCM6 Note due 4.188% 104 5.228% $1399.08
Notes due February
June 3, 2022 15, 2031
5.375% U.S.
8.780% Treasury
Medium-Term 04454CCN4 Note due 4.188% 104 5.228% $1396.01
Notes due February
June 10, 2022 15, 2031
7.150% 5.375% U.S.
Medium-Term Treasury
Notes due 04454CDC7 Note due 4.188% 112 5.308% $1213.44
September 20, February
2023 15, 2031
Series F Notes
2.75% U.S.
7.900% Treasury
Medium-Term 04454CDG8 Note due 3.484% 31 3.794% $1043.77
Notes due July 31,
August 5, 2006 2006
2.75% U.S.
7.790% Treasury
Medium-Term 04454CDH6 Note due 3.484% 31 3.794% $1043.02
Notes due July 31,
August 9, 2006 2006
NOTICE OF REFERENCE YIELDS AND TOTAL PURCHASE PRICES FOR ASHLAND INC. DEBT
TENDER OFFERS- 5
U.S. U.S. FIXED
TREASURY TREASURY SPREAD TOTAL
TITLE OF REFERENCE REFERENCE (IN BASIS) REFERENCE PURCHASE
SERIES SECURITIES CUSIP SECURITY YIELD POINTS) YIELD PRICE
--------------- ----------------- ----------- ------------- ----------- ----------- ---------- ----------
6.5% U.S.
8.430% Treasury
Medium-Term 04454CDJ2 Note due 3.510% 33 3.840% $1,057.72
Notes due October 15,
October 18, 2006 2006
8.230% 3.625% U.S.
Medium-Term Treasury
Notes due 04420QAF3 Note due 3.581% 37 3.951% $1067.99
February 26, April 30,
2007 2007
3.625% U.S.
7.860% Treasury
Medium-Term 04420QAJ5 Note due 3.581% 40 3.981% $1064.31
Notes due April 30,
March 23, 2007 2007
8.625%
Medium-Term 4.125% U.S.
Notes due 04420QAC0 Treasury 3.896% 85 4.746% $1296.63
February 10, Note due
2015 May 15, 2015
8.380% 4.125% U.S.
Medium-Term Treasury
Notes due 04420QAK2 Note due 3.896% 87 4.766% $1279.33
April 1, 2015 May 15, 2015
8.630% 5.375% U.S.
Medium-Term Treasury
Notes due 04420QAE6 Note due 4.188% 121 5.398% $1388.42
February 21, February
2025 15, 2031
Series G Notes
1.625% U.S.
7.100% Treasury
Medium-Term 04420QAZ9 Note due 3.130% 19 3.320% $1010.41
Notes due September
October 10, 2005 30, 2005
2.75% U.S.
7.220% Treasury
Medium-Term 04420QAT3 Note due 3.484% 31 3.794% $1036.89
Notes due July 31,
August 9, 2006 2006
NOTICE OF REFERENCE YIELDS AND TOTAL PURCHASE PRICES FOR ASHLAND INC. DEBT
TENDER OFFERS- 6
U.S. U.S. FIXED
TREASURY TREASURY SPREAD TOTAL
TITLE OF REFERENCE REFERENCE (IN BASIS) REFERENCE PURCHASE
SERIES SECURITIES CUSIP SECURITY YIELD POINTS) YIELD PRICE
--------------- ----------------- ----------- ------------- ----------- ----------- ---------- ----------
2.375% U.S.
7.400% Treasury
Medium-Term Notes 04420QAV8 Note due 3.503% 32 3.823% $1042.28
due September 19, August 31,
2006 2006
2.5% U.S.
7.280% Treasury
Medium-Term Notes 04420QAW6 Note due 3.520% 32 3.840% $1042.01
due October 4, September
2006 30, 2006
2.5% U.S.
7.250% Treasury
Medium-Term Notes 04420QAX4 Note due 3.520% 32 3.840% $1042.09
due October 9, September
2006 30, 2006
2.5% U.S.
7.160% Treasury
Medium-Term Notes 04420QAY2 Note due 3.520% 32 3.840% $1040.98
due October 9, September
2006 30, 2006
2.5% U.S.
6.990% Treasury
Medium-Term Notes 04420QBB1 Note due 3.528% 33 3.858% $1040.85
due November 6, October 31,
2006 2006
2.5% U.S.
6.900% Treasury
Medium-Term Notes 04420QBC9 Note due 3.528% 34 3.868% $1040.16
due November 14, October 31,
2006 2006
3.625% U.S.
7.710% Treasury
Medium-Term Notes 04420QAN6 Note due 3.581% 45 4.031% $1065.45
due May 11, 2007 April 30,
2007
3.25% U.S.
7.200% Treasury
Medium-Term Notes 04420QBA3 Note due 3.563% 55 4.113% $1066.91
due October 15, August 15,
2007 2007
7.560% 4.125% U.S.
Medium-Term Treasury
Notes due August 04420QAS5 Note due 3.896% 98 4.876% $1228.14
9, 2016 May 15, 2015
NOTICE OF REFERENCE YIELDS AND TOTAL PURCHASE PRICES FOR ASHLAND INC. DEBT
TENDER OFFERS- 7
U.S. U.S. FIXED
TREASURY TREASURY SPREAD TOTAL
TITLE OF REFERENCE REFERENCE (IN BASIS) REFERENCE PURCHASE
SERIES SECURITIES CUSIP SECURITY YIELD POINTS) YIELD PRICE
--------------- ----------------- ----------- ------------- ----------- ----------- ---------- ----------
7.780% 4.125% U.S.
Medium-Term Notes Treasury
due September 19, 04420QAU0 Note due 3.896% 99 4.886% $1247.72
2016 May 15, 2015
3.875% U.S.
6.860% Treasury
Series H Notes Medium-Term Notes 04420QBD7 Note due 3.692% 58 4.272% $1090.60
due May 1, 2009 May 15, 2010
1.50% U.S.
7.830% Treasury
Series J Notes Medium-Term 04420QBJ4 Note due 3.028% 16 3.188% $1005.69
Notes due July 31,
August 15, 2005 2005
This news release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. The tender offers and consent
solicitations are being made only by the Offer to Purchase.
Credit Suisse First Boston LLC is the exclusive Dealer Manager and
Solicitation Agent for the tender offers and consent solicitations.
Requests for documents may be directed to Georgeson Shareholder
Communications Inc., the Information Agent, by telephone at (888) 264-7028
(toll-free) or (212) 440-9800, or in writing at 17 State Street - 10th
Floor, New York, New York 10004, Attention: Patrick McHugh. Questions
regarding the tender offers or the consent solicitations may be directed to
Credit Suisse First Boston LLC at (800) 820-1653 (toll-free) or (212)
325-3784 (collect), or in writing at Eleven Madison Avenue, New York, New
York 10010, Attention: Liability Management Group.
ABOUT ASHLAND INC.
Ashland Inc. (NYSE: ASH) is a Fortune 500 transportation
construction, chemicals and petroleum company providing products, services
and customer solutions throughout the world. To learn more about Ashland
Inc., visit www.ashland.com.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements include those that refer to
Ashland's expectations about the MAP transaction. Although Ashland believes
its expectations are based on reasonable assumptions, it cannot assure the
expectations reflected herein will be achieved. The
NOTICE OF REFERENCE YIELDS AND TOTAL PURCHASE PRICES FOR ASHLAND INC. DEBT
TENDER OFFERS- 8
risks, uncertainties, and assumptions include the possibility that Ashland
will be unable to fully realize the benefits anticipated from the MAP
transaction; the possibility the transaction may not close including as a
result of failure of Ashland to obtain the approval of its shareholders and
other risks that are described from time to time in the Securities and
Exchange Commission (SEC) reports of Ashland, ATB Holdings Inc. and New EXM
Inc. Other factors and risks affecting Ashland are contained in Ashland's
Form 10-K, as amended, for the fiscal year ended Sept. 30, 2004, filed with
the SEC and available on Ashland's Investor Relations website at
www.ashland.com/investors or the SEC's website at www.sec.gov. Ashland
undertakes no obligation to subsequently update or revise the
forward-looking statements made in this news release to reflect events or
circumstances after the date of this news release.
ADDITIONAL INFORMATION ABOUT THE MAP TRANSACTION
The registration statement containing the proxy statement/prospectus
relating to the transaction was declared effective by the SEC on May 20,
2005. The definitive proxy statement/prospectus relating to the transaction
was filed with the SEC on May 25, 2005 and was mailed on May 27, 2005 to
shareholders of record as of May 12, 2005. Investors and security holders
are urged to read those documents and any other relevant documents filed or
that will be filed with the SEC as they become available, because they
contain, or will contain, important information. Security holders may
obtain a free copy of the definitive proxy statement/prospectus and other
documents filed with the SEC by Ashland, ATB Holdings and New EXM at the
SEC's website at www.sec.gov. The definitive proxy statement/prospectus and
other documents filed with the SEC by Ashland, ATB Holdings and New EXM may
also be obtained for free in the SEC filings section on Ashland's Investor
Relations website at www.ashland.com/investors, or by directing a request
to Ashland at 50 E. RiverCenter Blvd., Covington, KY 41012. The respective
directors and executive officers of Ashland and other persons may be deemed
to be participants in solicitation of proxies in respect of the proposed
transaction. Information regarding Ashland's directors and executive
officers is available in its proxy statement filed with the SEC by Ashland
on December 14, 2004. Investors may obtain information regarding the
interests of participants in the solicitation of proxies in connection with
the transaction referenced in the foregoing information by reading the
definitive proxy statement/prospectus.
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