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): March 21, 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:
[ ] 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 1.01. Entry into a Material Definitive Agreement
On March 21, 2005, Ashland Inc. ("Ashland"), as Borrower, entered
into a $300 Million 364-Day Revolving Credit Agreement with The Bank of
Nova Scotia as Sole Lead Arranger, Sole and Exclusive Book Manager,
Administrative Agent and Swing Line Lender; SunTrust Bank and JP Morgan
Chase Bank, N.A., as Co-Syndication Agents; The Royal Bank of Scotland PLC
and Citibank, N.A., as Co-Documentation Agents; and the Lenders Signatory
Thereto (the "$300 Million 364-Day Revolver"). Also on March 21, 2005,
Ashland entered into a $350 Million 5-Year Revolving Credit Agreement with
The Bank of Nova Scotia as Sole Lead Arranger, Sole and Exclusive Book
Manager and Administrative Agent; SunTrust Bank and JP Morgan Chase Bank,
N.A. as Co-Syndication Agents, The Royal Bank of Scotland PLC and Citibank,
N.A. as Co-Documentation Agents; and the Lenders Signatory Thereto (the
"5-Year Revolver") (the $300 Million 364 Day Revolver and the 5-Year
Revolver, collectively, the "New Revolving Credit Agreements"). The lenders
signatory to each of the New Revolving Credit Agreements have committed to
make loans to Ashland, to the extent of each lender's individual
commitment, as further provided in each agreement. The New Revolving Credit
Agreements will be used by Ashland to refinance certain indebtedness and
other general corporate purposes.
Item 1.02. Termination of a Material Definitive Agreement
On March 21, 2005, coincident with entry into the New Revolving
Credit Agreements, two material definitive agreements to which Ashland was
a party were terminated. The terminated agreements were (i) the $100
Million 364-Day Revolving Credit Agreement, dated as of April 2, 2004,
among Ashland; The Bank of Nova Scotia, as Sole Lead Arranger, Sole and
Exclusive Book Manager and Administrative Agent; SunTrust Bank and Bank
One, N.A., as Co-Syndication Agents; The Royal Bank of Scotland plc, as
Documentation Agent; and the Lenders Signatory Thereto (the "$100 Million
364-Day Revolver"); and (ii) the $250 Million 3-Year Revolving Credit
Agreement dated as of April 2, 2004 among Ashland; The Bank of Nova Scotia,
as Sole Lead Arranger, Sole and Exclusive Book Manager and Administrative
Agent; SunTrust Bank and Bank One, N.A., as Co-Syndication Agents; the
Royal Bank of Scotland plc, as Documentation Agent; and the additional
Lenders Signatory Thereto (the "3-Year Revolver") (the $300 Million 364-Day
Revolver and the 3-Year Revolver, collectively, the "Old Revolving Credit
Agreements"). Each of the Old Revolving Credit Agreements was terminated in
advance of its stated termination date, due to Ashland's entry into the New
Revolving Credit Agreements.
(c) Exhibits
10.1 Five-Year, $350 Million Revolving Credit Agreement dated as of March
21, 2005.
10.2 364-Day, $300 Million Revolving Credit Agreement dated as of March
21, 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: March 24, 2005 /s/ David L Hausrath
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Name: David L Hausrath
Title: Senior Vice President,
General Counsel and
Secretary
Exhibit Index
10.1 Five-Year, $350 Million Revolving Credit Agreement dated as of March
21, 2005.
10.2 364-Day, $300 Million Revolving Credit Agreement dated as of March
21, 2005