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.
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(Registrant)
Date: June ____, 2005 /s/ J. Marvin Quin
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Name: J. Marvin Quin
Title: Senior Vice President,
Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release dated June 28, 2005