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): March 9, 2005
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:
[X] 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 8.01. Other Events
--------- ------------
On March 9, 2005, Ashland Inc. ("Ashland") received a letter from
Atticus Capital, L.L.C. ("Atticus"), an investment management firm, which
states that Atticus holds Ashland common stock and expresses Atticus'
concern regarding Ashland's previously announced proposed transaction with
Marathon Oil Corporation ("Marathon") for the transfer of Ashland's 38%
interest in Marathon Ashland Petroleum LLC ("MAP") and certain other
assets.
As previously disclosed, Ashland and Marathon are discussing with the
Internal Revenue Service possible modifications of the proposed transaction
that would allow a tax efficient transfer of Ashland's interest in MAP to
Marathon. These modifications would require Ashland and Marathon to
negotiate amendments to the Master Agreement executed by Ashland and
Marathon on March 18, 2004. There can be no assurance that an agreement on
a modified transaction will be reached.
If an agreement on a modified transaction is reached, the modified
transaction will be subject to the approval of Ashland's shareholders. In
such event, the modified transaction will be fully disclosed in an Ashland
proxy statement, which will ensure that Ashland's shareholders are in a
position to make an informed decision whether to approve the modified
transaction.
If an agreement is reached on a modified transaction, it is likely
that the transaction would not close until late in the second calendar
quarter of 2005.
Item 9.01. Financial Statements and Exhibits
--------- ---------------------------------
(c) Exhibits
99.1 Letter dated March 8, 2005 from Atticus Capital L.L.C. to
Ashland Inc. Board of Directors
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: March 10, 2005 /s/ David L. Hausrath
-------------------------------------------
Name: David L. Hausrath
Title: Senior Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
99.1 Letter dated March 8, 2005 from Atticus Capital L.L.C. to
Ashland Inc. Board of Directors