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
Ashland Inc. ("Ashland") announced today that at a special
shareholders meeting held today, its shareholders approved the previously
announced agreement to transfer Ashland's 38-percent interest in Marathon
Ashland Petroleum LLC and two other businesses to Marathon Oil Corporation
in a transaction valued at approximately $3.7 billion. The other businesses
are Ashland's maleic anhydride business and 60 Valvoline Instant Oil Change
(VIOC) centers in Michigan and northwest Ohio. Details of the shareholder
vote and related issues 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.
-------------------------------------------
(Registrant)
Date: June 29, 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
[GRAPHIC OMITTED]
News Release
FOR ADDITIONAL INFORMATION:
Ken Gordon
(859) 815-4195 (office)
(614) 886-4424 (mobile)
kdgordon@ashland.com
FOR IMMEDIATE RELEASE:
June 29, 2005
ASHLAND INC. SHAREHOLDERS
APPROVE MAP TRANSACTION
COVINGTON, Ky. - Shareholders of Ashland Inc. (NYSE: ASH) at a special
meeting today approved the previously announced agreement to transfer
Ashland's 38-percent interest in Marathon Ashland Petroleum LLC (MAP) and
two other businesses to Marathon Oil Corporation (NYSE: MRO) in a
transaction valued at approximately $3.7 billion. The two other businesses
are Ashland's maleic anhydride business and 60 Valvoline Instant Oil Change
(VIOC) centers in Michigan and northwest Ohio.
Approval required the affirmative vote of a majority of the shares
outstanding as of May 12, 2005. Of the 72,984,120 shares eligible to be
voted, 78 percent voted to approve the transaction. Of the shares voted,
more than 98 percent voted to approve the transaction.
Closing of the transaction is expected to take place tomorrow.
Ashland Inc. (NYSE: ASH) is a Fortune 500 chemical and
transportation construction company providing products, services and
customer solutions throughout the world. To learn more about Ashland, visit
www.ashland.com.
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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 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 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.