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 1, 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 that it is commencing tender
offers to purchase for cash certain Notes and Debentures, having maturity
dates ranging from 2005 to 2025. In conjunction with the tender offers,
Ashland is also soliciting consents from holders of each series of Notes to
eliminate or modify substantially all of the restrictive covenants, certain
events of default and certain additional covenants and rights in the Notes
and the Indenture related to each series of Notes. Ashland is making the
tender offers and consent solicitations in connection with a series of
transactions that, among other things, effect the transfer of its interest
in Marathon Ashland Petroleum LLC, its maleic anhydride business and 60
Valvoline Instant Oil Change centers in Michigan and northwest Ohio to a
wholly owned subsidiary of Marathon Oil Corporation. Details of the tender
offers 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 1, 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 1, 2005 /s/ J. Marvin Quin
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Name: J. Marvin Quin
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release dated June 1, 2005