-----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, RSJ6nFBLbjSKZ3kuhLWxahJctzVoqieJU9UTd2dM0sMiIImZf0ZlyXN6qoMFb+Dw EtXzYDm0fCD42/1Sdu7P/w== 0001305014-05-000068.txt : 20050801 0001305014-05-000068.hdr.sgml : 20050801 20050801172230 ACCESSION NUMBER: 0001305014-05-000068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050801 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 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: 05989279 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 8-1-05 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): August 1, 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 August 1, 2005, Ashland Inc. (the "Company") sent a notice to the Company's executive officers and directors informing them that the blackout period relating to the Company's 401(k) plan, which was expected to end during the week that started July 24, 2005, was being extended with a new expected end during the week that starts August 14, 2005. The notice, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, was provided by the Company to its executive officers and directors in accordance with Section 306 of the Sarbanes-Oxley Act of 2002. 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 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 8.01. Other Events The Company expects to hold its annual meeting of shareholders on January 26, 2006 (the "2006 Annual Meeting"). Shareholders interested in presenting a proposal for consideration at the 2006 Annual Meeting may do so by following the procedures prescribed in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Company's By-laws. In order for shareholder proposals intended to be presented at the 2006 Annual Meeting to be eligible for inclusion in the Company's proxy statement and the form of proxy for the 2006 Annual Meeting, pursuant to Rule 14a-8 under the Exchange Act, they must be received by the Company's Secretary a reasonable time before the Company begins to print and mail its proxy materials for the meeting. The Company expects to begin printing and mailing proxy material in early December 2005, and will include shareholder proposals submitted by September 1, 2005 in its proxy statement and form of proxy for the 2006 Annual Meeting. Shareholder proposals submitted after that date shall be excluded, unless otherwise required to be included pursuant to Rule 14a-8 under the Exchange Act, the rules and regulations of the Securities and Exchange Commission and other applicable laws. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Important Notice to Directors and Executive Officers Regarding the Prohibition of Your Ability To Purchase or Sell Ashland Inc. Securities Under the Sarbanes-Oxley Act of 2002 Second Update -2- 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: August 1, 2005 /s/ David L. Hausrath -------------------------------------------- Name: David L. Hausrath Title: Senior Vice President, General Counsel and Secretary -3- EXHIBIT INDEX 99.1 Important Notice to Directors and Executive Officers Regarding the Prohibition of Your Ability To Purchase or Sell Ashland Inc. Securities Under the Sarbanes-Oxley Act of 2002 Second Update EX-99 2 ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 August 1, 2005 Important Notice to Directors and Executive Officers Regarding the Prohibition of Your Ability to Purchase or Sell Ashland Inc. Securities Under the Sarbanes-Oxley Act of 2002 - Second Update Dear Director or Executive Officer of Ashland Inc.: This letter is an update of the notices you received dated July 6, 2005, and July 15, 2005, containing information about the blackout period in the Ashland Inc. Employee Savings Plan (the "Savings Plan"). The blackout is related to the June 30, 2005, transfer by Ashland Inc. ("Ashland") of its 38-percent interest in Marathon Ashland Petroleum LLC and two other businesses to Marathon Oil Corporation ("Marathon") through a series of steps involving the reorganization of Ashland. The blackout period was necessary because Ashland was 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. Discussions with the SEC are continuing. Consequently, in order to ensure compliance with applicable securities laws, the blackout period will be extended further. During the extended blackout period, participants are unable to make investment exchanges or direct new investments into the Ashland Stock Fund of the Savings Plan. Participants are, however, able to make investment exchanges out of the Ashland Stock Fund (as well as out of the new Marathon Stock Fund). THE EXTENDED BLACKOUT PERIOD FOR THE SAVINGS PLAN IS NOW EXPECTED TO END DURING THE WEEK THAT STARTS AUGUST 14, 2005, BUT MAY END SOONER. 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 blackout period. We wish to remind you that, generally, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, during the 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 B. Esler ------------------------------------- Susan B. Esler Vice President, Human Resources -----END PRIVACY-ENHANCED MESSAGE-----