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): July 6, 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 July 6, 2005, Ashland Inc. (the "Company") sent a notice to
participants in the Company's 401(k) plan informing them that in connection
with the transfer of the Company's 38-percent interest in Marathon Ashland
Petroleum LLC ("MAP") and two other businesses to Marathon Oil Corporation
("Marathon") through a series of steps involving the reorganization of the
Company, they would be prohibited from making additional investments in the
Company Stock Fund for a period (the "blackout period") which is expected
to end during the week that starts July 10, 2005.
On July 6, 2005, the Company sent a notice to its executive officers
and directors informing them that, pursuant to Section 306(a) of the
Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission's
rules promulgated thereunder, they would be prohibited from purchasing and
selling shares of the Company common stock (including derivative securities
pertaining to such shares) on the open market or otherwise during the
blackout period. This notice is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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 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 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Important Notice to Directors and Executive Officers
Regarding the Immediate Prohibition of Your Ability To
Purchase or Sell Ashland Inc. Securities Under the
Sarbanes-Oxley Act of 2002.
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.
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(Registrant)
Date: July 6, 2005 /s/ David L. Hausrath
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Name: David L. Hausrath
Title: Senior Vice President, General Counsel
and Secretary