-----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, Dt2cV/odKgkldfRs4KVJ235o6rxLi+TbHQzudgX7TnQv+ibDMAcZsJsVdWafs+CR Y0wC09FV2Wjb8nQb6OE6Rg== 0001305014-06-000223.txt : 20060914 0001305014-06-000223.hdr.sgml : 20060914 20060914123847 ACCESSION NUMBER: 0001305014-06-000223 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060914 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060914 DATE AS OF CHANGE: 20060914 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: 061090092 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 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): September 14, 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 1.01. Entry into a Material Definitive Agreement Today, Ashland Inc. ("Ashland") entered into a stock trading plan with Credit Suisse Securities (USA) LLC (the "Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. Under the Plan, up to 6 million of the 7 million shares authorized for repurchase under a stock repurchase program approved by Ashland's board of directors today and described in greater detail in Item 8.01 below may be repurchased. The Plan will become effective on September 25, 2006, and end on or before March 31, 2007. The Plan is intended to permit Ashland to repurchase stock when it might otherwise be prohibited from trading its own stock. The foregoing description of the Plan is not complete and is qualified in its entirety by reference to the complete Plan, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. Item 8.01. Other Items Today, Ashland's board of directors declared a special cash dividend of $10.20 per share that will be payable on October 25, 2006, to shareholders of record as of October 10, 2006. The Ashland board also authorized the repurchase of up to an additional 7 million shares of the company's common stock, to be made from time to time in the open market. Substantially all of the after-tax proceeds from the sale of Ashland Paving And Construction, Inc. were used to fund the completion of the prior repurchase authorization, and will be used to fund the additional 7- million-share repurchase authorization and the special cash dividend. After-tax proceeds, after adjustment for changes in working capital and certain other accounts, are estimated to total $1.28 billion. Because of the magnitude of the special cash dividend, the New York Stock Exchange has determined that the ex-dividend date will be October 26, 2006, the business day following the payable date for the special cash dividend. Ashland shareholders of record on the October 10, 2006, record date who subsequently sell their shares of common stock through the payable date for the special dividend will also be selling their right to receive such dividend. The special cash dividend is expected to be taxable to shareholders at the dividend tax rate and will not be considered a return of capital. Shareholders are encouraged to consult with their financial advisors regarding the circumstances of their individual tax situation. The special cash dividend and the share repurchase authorization are described in greater detail in the press release attached hereto as Exhibit 99.1 and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits (d) Exhibits 10.1 Stock Trading Plan with Credit Suisse Securities (USA) LLC dated September 14, 2006. 99.1 Press Release dated September 14, 2006. -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) September 14, 2006 /s/ J. Marvin Quin ------------------------------------------- J. Marvin Quin Senior Vice President and Chief Financial Officer -3- EXHIBIT INDEX 10.1 Stock Trading Plan with Credit Suisse Securities (USA) LLC dated September 14, 2006. 99.1 Press Release dated September 14, 2006. -4- EX-10 2 ex101.txt EXHIBIT 10.1 EXHIBIT 10.1 STOCK TRADING PLAN This Stock Trading Plan (the "Plan") is being adopted by Ashland Inc. (the "Company") to facilitate the repurchase of its common stock (the "Shares"). This Plan is entered into on this 14th day of September, 2006, and shall terminate on the earlier of either the purchase of a total of six million Shares under the Plan or March 31, 2007. Notwithstanding the foregoing, the Company may terminate this Plan at any time by providing written notice of termination to Credit Suisse Securities (USA) LLC ("Credit Suisse") prior to such termination date. To dispel an inference that the Company is trading in the Shares on the basis of, while using, when in possession of, or when aware of material nonpublic information; or that the trades in the Shares evidence Company's knowledge of material nonpublic information, or information at variance with Company statements to investors; Company has determined to instruct Credit Suisse to purchase a pre-determined amount of Shares pursuant to the instructions set forth in Exhibit A. The Company hereby represents, warrants and acknowledges that: 1. As of the date of this Plan, the Company is not aware of any material nonpublic information regarding it and is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent Credit Suisse from acting upon the instructions set forth in Exhibit A; 2. The Company is entering into this Plan in good faith and not as part of any scheme to evade the prohibitions of Rule 10b5-1 adopted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); 3. The Company has not entered into, and will not enter into, any corresponding or hedging transaction or position with respect to the Shares; 4. Credit Suisse may make a market in the Shares and will continue to engage in market-making activities while executing transactions on behalf of the Company pursuant to the Plan; 5. The Company may not discuss with Credit Suisse the timing of the trading in the Shares (other than to confirm this Plan's instructions set forth in Exhibit A and describe them if necessary); 6. The Company will execute all purchases pursuant to Rule 10b-18 from or through only one broker or dealer on any single day, subject to the exemption set forth in Rule 10b-18(b)(1)(i); 7. Payment for shares purchased pursuant to this letter will be made in accordance with normal settlement procedures; and 8. It is the intent of the Company that this Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Plan shall be interpreted to comply with Rule 10b5-1(c). Credit Suisse agrees that: 1. Shares will be purchased in accordance with Rule 10b-18 of the Exchange Act; 2. It shall make such repurchases in accordance with the instructions set forth on Exhibit A. However, the total number of Shares to be purchased on any day shall not exceed the then applicable volume limitation of Rule 10b-18 under the Exchange Act. 3. Purchases made by Credit Suisse shall be made in the open market as per instructions provided by the Company. 1 4. Credit Suisse shall provide price and volume information daily with respect to each purchase executed on the Company's behalf as well as other market data that the Company may reasonably request. Company authorizes and directs Company's insider trading personnel to take all necessary steps to effect the instructions described in this Plan. This Plan shall be governed by and construed in accordance with the laws of the State of New York, without regard to such State's conflict of laws rules. Credit Suisse Securities (USA) LLC Ashland Inc. By: /s/Craig Wiele By: /s/Lynn Freeman - ---------------------------------- --------------------------------- Print Name: Craig Wiele Print Name: Lynn Freeman - ---------------------------------- --------------------------------- Title: Director Title: Manager, Long-Term Finance - ---------------------------------- --------------------------------- Date: September 14, 2006 Date: September 14, 2006 - ---------------------------------- --------------------------------- 2 EXHIBIT A SHARE TRADING INSTRUCTIONS for Ashland Inc. Stock Trading Plan Dated September 14, 2006 Repurchases of Ashland's Shares pursuant to the Plan shall commence on September 25, 2006 and Credit Suisse shall comply with the instructions set forth herein each day on which Ashland's Shares are traded on the New York Stock Exchange until the Plan is terminated. Ashland's Board of Directors has declared that a special dividend of $10.20 per share be paid on October 25, 2006, to common stock shareholders of record on October 10, 2006 (the "Special Dividend"). Purchases under this Plan prior to the "ex-dividend" trading date (October 26, 2006) are to be made as follows: PRICE RANGE DAILY REPURCHASE AMOUNT (SHARES)* Above $72 50,000 $70.01 - $72.00 65,000 $68.01 - $70.00 90,000 $66.01 - $68.00 112,500 $64.01 - $66.00 125,000 $62.01 - $64.00 150,000 $60.01 - $62.00 185,000 $60 and Below 250,000 For purchases under this Plan made on an "ex-dividend" basis, the "Price Range" above shall be adjusted downward to directly reflect the per share amount of the Special Dividend. By way of example only, assuming the Special Dividend is exactly $10.00 per share, the above grid would be adjusted "ex-dividend" to the following: PRICE RANGE DAILY REPURCHASE AMOUNT (SHARES)* Above $62 50,000 $60.01 - $62.00 65,000 $58.01 - $60.00 90,000 $56.01 - $58.00 112,500 $54.01 - $56.00 125,000 $52.01 - $54.00 150,000 $50.01 - $52.00 185,000 $50 and Below 250,000 *All purchases under this Plan are intended to be executed in a manner that permits the "safe harbor" from liability for manipulation of the price of a security under the Securities Exchange Act of 1934 (the "Exchange Act") as specifically set forth in Exchange Act Rule 10b-18 to apply. As such, "Daily Repurchase Amount" shall mean the lesser of the amount of Shares referenced in this column or the maximum amount of Shares which are permitted within the safe harbor provisions of Rule 10b-18. 3 If the price stays within a particular Price Range during a given day, Credit Suisse shall purchase the Daily Repurchase Amount in that range for that day. If the price drops into a lower Price Range during a given day, Credit Suisse shall increase purchases to buy up to the Daily Repurchase Amount for the lower price band. However, if the price drops by more than $2.50 per share during a given day, Credit Suisse shall purchase the maximum number of shares which are permitted within the safe harbor provisions of Rule 10b-18. If the price increases to a higher Price Range during a given day and Credit Suisse has already exceeded the Daily Repurchase Amount in the Price Range for the higher Price Range, then Credit Suisse shall not make any additional purchases within that Price Range. If Credit Suisse has not exceeded the Daily Repurchase Amount in the higher Price Range, then Credit Suisse shall continue to buy shares in the range up to the Daily Repurchase Amount in the higher Price Range. 4 EX-99 3 ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 [GRAPHIC OMITTED] FOR ADDITIONAL INFORMATION: Media Relations: Investor Relations: Jim Vitak Daragh Porter (614) 790-3715 (859) 815-3825 jevitak@ashland.com dlporter@ashland.com FOR IMMEDIATE RELEASE September 14, 2006 ASHLAND INC. DECLARES SPECIAL CASH DIVIDEND; AUTHORIZES ADDITIONAL SHARE REPURCHASE PROGRAM COVINGTON, Ky. -- The board of directors of Ashland Inc. (NYSE: ASH) today declared a special cash dividend of $10.20 per share that will be payable on October 25, 2006, to shareholders of record as of October 10, 2006. The specific consequences of stock trades made in the period between the record and payable dates are detailed later in this release. The Ashland board also authorized the repurchase of up to an additional 7 million shares of the company's common stock, to be made from time to time in the open market. Repurchases under this new authorization may also be made under a rule 10b5-1 stock trading plan, which permits the company to repurchase stock during "blackout" periods. On June 30, 2005, Ashland made certain representations of intent to the Internal Revenue Service with respect to stock repurchases as part of the transfer of Ashland's interest in Marathon Ashland Petroleum LLC to Marathon Oil Corporation. The actions taken by Ashland's board today are consistent with those representations. Following the completion of the newly announced share repurchase program, Ashland will have purchased almost 20 percent of the shares outstanding on June 30, 2005. "This special dividend and additional share repurchase authorization demonstrate Ashland's commitment to building value for our shareholders," said James J. O'Brien, Ashland chairman and chief executive officer. "Perhaps more important, we expect to drive shareholder value by managing our businesses for growth and improved efficiency, while carefully examining the landscape for acquisitions." - more - Ashland Inc. - Covington, Ky. - 41012-0391 - (859) 815-3333 - www.ashland.com ASHLAND INC. DECLARES SPECIAL CASH DIVIDEND, PG. 2 Substantially all of the after-tax proceeds from the sale of Ashland Paving And Construction, Inc. were used to fund the completion of the January 25, 2006, share repurchase authorization, and will be used to fund the additional 7-million-share repurchase authorization and the special cash dividend. After-tax proceeds, after adjustment for changes in working capital and certain other accounts, are estimated to total $1.28 billion. Because of the magnitude of the special cash dividend, the New York Stock Exchange has determined that the ex-dividend date will be October 26, 2006, the business day following the payable date for the special cash dividend. Ashland shareholders of record on the October 10, 2006, record date who subsequently sell their shares of common stock through the payable date for the special dividend will also be selling their right to receive such dividend. The special cash dividend is expected to be taxable to shareholders at the dividend tax rate and will not be considered a return of capital. Shareholders are encouraged to consult with their financial advisors regarding the circumstances of their individual tax situation. Ashland Inc. (NYSE: ASH), a diversified, global chemical company, provides quality products, services and solutions to customers in more than 100 countries. A FORTUNE 500 company, it operates through four wholly owned divisions: Ashland Performance Materials, Ashland Distribution, Valvoline and Ashland Water Technologies. To learn more about Ashland, visit www.ashland.com. -0- FORTUNE 500 is a registered trademark of Time Inc. FORWARD-LOOKING STATEMENTS This news release contains statements related to future events and expectations and, as such, constitutes 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. Although Ashland believes its expectations are based on reasonable assumptions, these forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, performance or achievements of the Company to be different from those expressed or implied above. The risks, uncertainties and assumptions which forward-looking statements are subject to include, but are not limited to, the effect of governmental regulations, the economy, competition and other risks contained in Ashland's Form 10-K, as amended, for the fiscal year ended Sept. 30, 2005, and in other reports and filings with the Securities and Exchange Commission, which are available on Ashland's Investor Relations website at www.ashland.com/investors or the SEC's website at www.sec.gov. Ashland expressly disclaims any duty to update or revise forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----