-----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, OHZ1aiMNMHaYi/7i2L+zgFv3u38OD4AZ3K7V23k8YdzJDGAqtS6gQU4ND2QfSFDi otP40REoIY24Uup8vGDoew== 0001305014-06-000315.txt : 20061030 0001305014-06-000315.hdr.sgml : 20061030 20061030093206 ACCESSION NUMBER: 0001305014-06-000315 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061027 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061030 DATE AS OF CHANGE: 20061030 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: 061170699 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): October 27, 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 8.01. Other Events Today, Ashland Inc. announced that on October 27, it signed a definitive agreement to purchase the assets of Northwest Coatings of Oak Creek, Wisconsin, a formulator and manufacturer of adhesives and coatings employing ultra-violet and electron beam (UV/EB) polymerization technologies. Northwest Coatings is a holding of Caltius Equity partners. The transaction, which includes production facilities in Milwaukee, Wisconsin and Greensboro, North Carolina, is valued at approximately $72 million. The closing, which is anticipated to take place before the end of 2006, is dependent upon a number of standard closing conditions, including regulatory review. The proposed transaction is further described in the press release attached hereto as Exhibit 99.1, and incorporated by reference herein. -2- Item 9.01. Financial Statements and Exhibits (d) Exhibits 99.1 Press release dated October 30, 2006 -3- 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: October 30, 2006 /s/ J. Marvin Quin ----------------------------------------- Name: J. Marvin Quin Title: Senior Vice President and Chief Financial Officer -4- EXHIBIT INDEX 99.1 Press release dated October 30, 2006 -5- EX-99 2 ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 [GRAPHIC OMITTED] News Release Ashland Logo FOR ADDITIONAL INFORMATION: Media Relations: Investor Relations: Jim Vitak Dean Doza (614) 790-3715 (859) 815-4454 jevitak@ashland.com lddoza@ashland.com FOR IMMEDIATE RELEASE: October 30, 2006 ASHLAND INC. TO ACQUIRE NORTHWEST COATINGS Covington, Ky. - Ashland Inc. (NYSE: ASH) announced today that it signed a definitive agreement on Friday, Oct. 27, to purchase the assets of Northwest Coatings of Oak Creek, Wis., a formulator and manufacturer of adhesives and coatings employing ultraviolet and electron beam (UV/EB) polymerization technologies. Northwest Coatings is a holding of Caltius Equity Partners. The transaction, which includes production facilities in Milwaukee, Wis., and Greensboro, N.C., is valued at approximately $72 million. Trailing 12-month sales of Northwest Coatings are nearly $40 million. "This is an important acquisition for us in a high-growth, attractive market segment," said James J. O'Brien, Ashland Inc. chairman and chief executive officer. "It demonstrates our strategy to pursue acquisition opportunities in markets and technologies that are experiencing rapid change." Marcello Boldrini, vice president, Ashland Performance Materials, and general manager, Specialty Polymers & Adhesives (SP&A), commented: "With this transaction we strengthen our adhesive and coatings offerings to the packaging, converting and labeling markets. Northwest is a leader in ultraviolet and electron beam chemistries, and we expect to leverage these technologies throughout our business on a worldwide basis." He added, "The investment will further enhance Ashland's reputation as a first-tier provider of specialty adhesives." Closing of the acquisition, which is anticipated to take place before the end of 2006, is dependent upon a number of standard closing conditions, including regulatory review. Ashland Specialty Polymers & Adhesives, a business unit of Ashland Performance Materials, is a global leader in pressure sensitive and structural adhesives for the packaging and converting, building and construction, and transportation industries. Ashland Performance Materials, a division of Ashland Inc., is a worldwide manufacturer and supplier of specialty chemicals and customized services to the building and construction, packaging and converting, transportation, marine and metal casting industries. It is a technology leader in metal casting consumables and design services; unsaturated polyester and vinyl ester resins and gel coats; and high-performance adhesives and specialty resins. -more- Ashland Inc. - Covington, Ky. - 41012-0391 - (859) 815-3333 - www.ashland.com ASHLAND INC. TO ACQUIRE NORTHWEST COATINGS, PG. 2 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 trademark of Time Inc. 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 operating performance and expectations about the proposed transaction and expected benefits to Ashland's shareholders. 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 transaction, the possibility that 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. Other factors and risks affecting Ashland are contained in Ashland's Form 10-K, as amended, for the fiscal year ended Sept. 30, 2005, 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. -----END PRIVACY-ENHANCED MESSAGE-----