UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 18, 2004
ASHLAND INC.
(Exact name of registrant as specified in its charter)
Kentucky
(State or other jurisdiction of incorporation)
1-2918 61-0122250
(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))
EXPLANATORY NOTE
This amendment to the Current Report on Form 8-K dated March 18, 2004 and
filed March 22, 2004 of Ashland Inc. ("Ashland") is being filed to
reclassify Exhibits 10.1, 10.2, 10.3 and 10.4 as Exhibits 2.2, 2.3, 2.4 and
2.5, respectively. In accordance with Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, the text of the amended item is set forth
in its entirety in the pages attached hereto.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits*
2.1 Master Agreement dated as of March 18, 2004, among Ashland Inc.,
ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil
Corporation, Marathon Oil Company, Marathon Domestic LLC and
Marathon Ashland Petroleum LLC (the "Master Agreement").
2.2 Tax Matters Agreement dated as of March 18, 2004, among Ashland
Inc., ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil
Corporation, Marathon Oil Company, Marathon Domestic LLC and
Marathon Ashland Petroleum LLC.
2.3 Assignment and Assumption Agreement (VIOC Centers) dated as of
March 18, 2004, between Ashland Inc. and ATB Holdings Inc.
2.4 Assignment and Assumption Agreement (Maleic Business) dated as of
March 18, 2004, between Ashland Inc. and ATB Holdings Inc.
2.5 Amendment No. 2 dated as of March 18, 2004 to the Amended and
Restated Limited Liability Company Agreement dated as of December
31, 1998 of Marathon Ashland Petroleum LLC, by and between Ashland
Inc. and Marathon Oil Company.
*Ashland agrees to furnish supplementally a copy of any omitted schedule to
the United States Securities and Exchange Commission upon request.
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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: November 5, 2004 /s/ J. Marvin Quin
-----------------------------------
Name: J. Marvin Quin
Title: Senior Vice President
and Chief Financial Officer
EXHIBIT INDEX*
2.1 Master Agreement dated as of March 18, 2004, among Ashland Inc.,
ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil
Corporation, Marathon Oil Company, Marathon Domestic LLC and
Marathon Ashland Petroleum LLC (the "Master Agreement").
2.2 Tax Matters Agreement dated as of March 18, 2004, among Ashland
Inc., ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil
Corporation, Marathon Oil Company, Marathon Domestic LLC and
Marathon Ashland Petroleum LLC.
2.3 Assignment and Assumption Agreement (VIOC Centers) dated as of
March 18, 2004, between Ashland Inc. and ATB Holdings Inc.
2.4 Assignment and Assumption Agreement (Maleic Business) dated as of
March 18, 2004, between Ashland Inc. and ATB Holdings Inc.
2.5 Amendment No. 2 dated as of March 18, 2004 to the Amended and
Restated Limited Liability Company Agreement dated as of December
31, 1998 of Marathon Ashland Petroleum LLC, by and between Ashland
Inc. and Marathon Oil Company.
*Ashland agrees to furnish supplementally a copy of any omitted schedule to
the United States Securities and Exchange Commission upon request.
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