8-K 1 form8k.txt FORM 8-K 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): August 21, 2006 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 41011 (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 230.425) [ ] 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)) -1- Item 7.01. Regulation FD Disclosure During a conference call and audio webcast for securities analysts held at 10:00 a.m. EDT on August 21, 2006, Ashland Inc.'s ("Ashland's") chairman and chief executive officer, James J. O'Brien and its senior vice president and chief financial officer, J. Marvin Quin, discussed the signing of a definitive agreement to sell the stock of Ashland's wholly owned subsidiary, Ashland Paving And Construction, Inc. ("APAC"), to Oldcastle Materials, Inc. and Ashland's management's intended recommendation to its Board of Directors on use of proceeds from the transaction. A transcript of this webcast is attached hereto as Exhibit 99.1 and incorporated herein by reference. An archived version of the webcast will be available on Ashland's website at www.ashland.com for 12 months. The information in this report, being furnished pursuant to Item 7.01 of Form 8-K, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits (d) Exhibits 99.1 Transcript of August 21, 2006, Webcast and Conference Call. -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) August 21, 2006 /s/ J. Marvin Quin ------------------------------------------- J. Marvin Quin Senior Vice President and Chief Financial Officer -3- EXHIBIT INDEX 99.1 Transcript of August 21, 2006, Webcast and Conference Call. -4-