-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KZteckKgCcmT4zDKqM0Qq1xR+oj2muTvAYrbnFEh50ISnH+vKRe7dRzlQ2jGxKo9 QRtbdw2+T9VdyjCRKnjnlA== 0001305014-05-000019.txt : 20050706 0001305014-05-000019.hdr.sgml : 20050706 20050706155548 ACCESSION NUMBER: 0001305014-05-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050706 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050706 DATE AS OF CHANGE: 20050706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASHLAND INC. CENTRAL INDEX KEY: 0001305014 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 200865835 STATE OF INCORPORATION: KY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32532 FILM NUMBER: 05940721 BUSINESS ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD., 16TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41012 BUSINESS PHONE: 859-815-3483 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD., 16TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41012 FORMER COMPANY: FORMER CONFORMED NAME: New EXM Inc. DATE OF NAME CHANGE: 20041004 8-K 1 form8k.txt FORM 8-K TENPORARY SUSPENSION OF TRADING 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): July 6, 2005 ASHLAND INC. (Exact name of registrant as specified in its charter) Kentucky (State or other jurisdiction of incorporation) 1-32532 20-0865835 (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 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans On July 6, 2005, Ashland Inc. (the "Company") sent a notice to participants in the Company's 401(k) plan informing them that in connection with the transfer of the Company's 38-percent interest in Marathon Ashland Petroleum LLC ("MAP") and two other businesses to Marathon Oil Corporation ("Marathon") through a series of steps involving the reorganization of the Company, they would be prohibited from making additional investments in the Company Stock Fund for a period (the "blackout period") which is expected to end during the week that starts July 10, 2005. On July 6, 2005, the Company sent a notice to its executive officers and directors informing them that, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission's rules promulgated thereunder, they would be prohibited from purchasing and selling shares of the Company common stock (including derivative securities pertaining to such shares) on the open market or otherwise during the blackout period. This notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. During the blackout period and for a period of two years thereafter, a security holder or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the the 401(k) blackout period by contacting Ron Griffith, c/o Ashland Inc. at the following address: 3499 Blazer Parkway, Lexington, KY 40509 (Tel: (859) 357-7314; rrgriffith@ashland.com). Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Important Notice to Directors and Executive Officers Regarding the Immediate Prohibition of Your Ability To Purchase or Sell Ashland Inc. Securities Under the Sarbanes-Oxley Act of 2002. 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: July 6, 2005 /s/ David L. Hausrath ----------------------------------- Name: David L. Hausrath Title: Senior Vice President, General Counsel and Secretary EX-99 2 ex991.txt EXHIBIT 99.1 LETTER TO DIRECTORS AND EXEC OFFICERS Exhibit 99.1 Notice to Directors and Executive Officers July 6, 2005 Important Notice to Directors and Executive Officers Regarding the Immediate Prohibition of Your Ability To Purchase or Sell Ashland Inc. Securities Under the Sarbanes-Oxley Act of 2002 Dear Director or Executive Officer of Ashland Inc.: As you may be aware, as of June 30, 2005, Ashland Inc. ("Ashland") completed the transfer of its 38-percent interest in Marathon Ashland Petroleum LLC ("MAP") and two other businesses to Marathon Oil Corporation ("Marathon") through a series of steps involving the reorganization of Ashland. To facilitate the completion of the transfer of Ashland Inc.'s interest in MAP and the other businesses to Marathon, there was a previously announced blackout period - that was expected to last not longer than two business days or in any event not beyond the week after the closing of the transaction with Marathon - during which participants have been unable to make investment exchanges into or out of the Ashland Stock Fund in the Ashland Inc. Employee Savings Plan (the "Savings Plan"). During that period, participants have also not been able to make any exchanges out of the new Marathon Stock Fund that was created as of the closing of the transaction with Marathon. That initial blackout period will extend through July 6. Ashland is currently in discussions with the Securities and Exchange Commission ("SEC") regarding the appropriate application of certain Federal securities laws to the Savings Plan following the closing of the transaction with Marathon. Until the matter has been clarified, and in order to ensure compliance with applicable securities laws, the blackout period described above will be extended. During the extended blackout period, participants will be unable to make investment exchanges or direct new investments into the Ashland Stock Fund, which invests primarily in Ashland common stock. Participants will, however, be able to make investment exchanges out of the Ashland Stock Fund during the extended blackout period. THE EXTENDED BLACKOUT PERIOD FOR THE SAVINGS PLAN WILL BEGIN JULY 7, 2005, AND IS EXPECTED TO END DURING THE WEEK THAT STARTS JULY 10, 2005. During the week that starts July 10, participants can determine whether the extended blackout period has ended by accessing Fidelity's web site (www.401k.com; log in and choose "NetBenefits") or contacting Fidelity on the automated telephone response system (1-800-827-4526). You may contact Ron Griffith, c/o Ashland Inc., 3499 Blazer Parkway, Lexington, KY 40509 (Tel: (859) 357-7314; rrgriffith@ashland.com) if you have any questions about the extended blackout period. We wish to remind you that, generally, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, during the extended blackout period, it is unlawful for you, directly or indirectly, to purchase, sell or otherwise acquire or transfer any shares of Ashland common stock or other equity securities of Ashland (including any derivative securities) if you acquire or previously acquired such securities in connection with your service or employment as a director or executive officer. Sincerely yours, /s/ Susan Esler ------------------------------------- Susan Esler Vice President, Human Resources -----END PRIVACY-ENHANCED MESSAGE-----