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 29, 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
On June 29, 2005, Ashland Inc. ("Ashland") announced that each of
the previously announced tender offers set forth in Ashland's Offer to
Purchase and Consent Solicitation Statement and related Letter of
Transmittal and Consent dated June 1, 2005 (the "Offer to Purchase") in
respect of the following of its notes (having the CUSIP Nos. specified in
Exhibit 99.1 hereto): 6.625% Senior Notes, 8.80% Debentures, 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 "Extended Notes") had been extended and would expire at
10 a.m., New York time, on June 30, 2005, unless extended at the sole
discretion of Ashland (such date and time, as it may be extended, the
"Expiration Date") in accordance with the terms and subject to the
conditions of such tender offers described in the Offer to Purchase. The
percentages of each series of Extended Notes tendered as of 5 p.m., New
York time, on June 29, 2005, are set forth in the table included in Exhibit
99.1 hereto.
Ashland noted that extended Notes tendered could not be
withdrawn, and consents given could not be revoked, unless the applicable
tender offer was terminated without any Extended Notes being purchased. As
previously announced, Ashland received from its noteholders the requisite
consents to the proposed amendments to the Indenture relating to its
Extended Notes described in the Offer to Purchase, and such amendments have
become effective as of June 29, 2005 and are operative with respect to the
Extended Notes, subject to the condition that the Extended Notes validly
tendered pursuant to the applicable tender offer were subsequently accepted
for purchase by Ashland. If a holder of Extended Notes tendered its
Extended Notes pursuant to the applicable tender offer after the applicable
consent payment deadline and the applicable tender offer is consummated,
they will not receive the consent fee, which is $20 per $1,000 of the
principal amount of Extended Notes validly tendered and accepted, even
though such proposed amendments have become effective.
Ashland will pay for Extended Notes it accepts for purchase
promptly following the Expiration Date of the applicable tender offer (each
such date, the "Settlement Date"), which Ashland announced it expected to
be on June 30, 2005, for all Extended Notes that it accepts for purchase.
In addition, Ashland will pay accrued and unpaid interest on tendered and
accepted Extended Notes up to, but not including, the Settlement Date.
Ashland also announced on June 29, 2005 that it has waived the
remaining conditions to, and completed, its previously announced tender
offers and consent solicitations in respect of each of the following of its
notes: 9.35% Series B Medium-Term Notes (CUSIP No.:04454CAJ5) (the "Series
B Notes") and 9.20% Series D Medium-Term Notes (CUSIP No.:04454CBF2) (the
"Series D Notes") (together, the "Accepted Notes" and, together with the
Extended Notes, the "Notes"). Ashland has accepted for payment all Accepted
Notes that were validly tendered prior to 5 p.m., New York time, on June
29, 2005, in accordance with the terms and subject to the conditions of the
applicable tender offers described in the Offer to Purchase. The
percentages of Series B Notes and Series D Notes accepted for purchase are
set forth in the table included in Exhibit 99.1 hereto. Ashland announced
that it expected settlement in respect of such Accepted Notes to occur on
June 30, 2005, and that it would pay accrued and unpaid interest on all
Accepted Notes up to, but not including, such date.
Details of the extension of debt tender offers for certain Notes,
and completion of the debt tender for other Notes, including the percentage
of Extended Notes tendered and Accepted Noted accepted for purchase are
included in the attached press release, which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated June 29, 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.
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(Registrant)
Date: June 30, 2005 /s/ J. Marvin Quin
-----------------------------------
Name: J. Marvin Quin
Title: Senior Vice President,
Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release dated June 29, 2005