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): November 1, 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 1.01. Entry into a Material Definitive Agreement
On November 1, 2005, the Personnel and Compensation Committee (the "P
& C Committee") of the Board of Directors of Ashland Inc. ("Ashland")
approved performance hurdle, target and maximum objectives for incentive
compensation ("IC") awards for fiscal year 2006, and performance objectives
for the 2006 - 2008 Performance Period for the Long-Term Incentive Program
("LTIP"), pursuant to the Amended and Restated Ashland Inc. Incentive Plan
(the "Incentive Plan").
For fiscal 2006, objectives for IC payments under the Incentive Plan
were established by the P & C Committee as Ashland operating income,
division operating income and cash flow. Financial weightings of these
objectives will vary depending upon an individual employee's role at
Ashland.
The P & C Committee also established the following objectives and
corresponding weighting for LTIP payments under the Incentive Plan for the
2006 - 2008 Performance Period:
o Executive Committee (excludes the Chemical Sector Chief Operating
Officer)
- 50% weighting on Chemical Sector Return on Investment
- 50% weighting on Transportation Construction Sector Return on
Investment
o Chemical Sector and resource group participants (includes the
Chemical Sector Chief Operating Officer)
- 75% weighting on Chemical Sector Return on Investment
- 25% weighting on Transportation Construction Sector Return on
Investment
o Transportation Construction Sector and resource group participants
- 75% weighting on Transportation Construction Sector Return on
Investment
- 25% weighting on Chemical Sector Return on Investment
Item 1.02. Termination of a Material Definitive Agreement
Effective November 3, 2005, Ashland terminated the $300 Million
364-Day Revolving Credit Agreement Ashland had entered into on March 21,
2005, with The Bank of Nova Scotia as Sole Lead Arranger, Sole and
Exclusive Book Manager, Administrative Agent and Swing Line Lender;
SunTrust Bank and JP Morgan Chase Bank, N.A., as Co-Syndication Agents; The
Royal Bank of Scotland PLC and Citibank, N.A., as Co-Documentation Agents;
and the Lenders Signatory Thereto (the "Revolver"). The Revolver is no
longer necessary for Ashland's financing needs. There were no early
termination penalties incurred by Ashland.
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: November 4, 2005 /s/ J. Marvin Quin
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Name: J. Marvin Quin
Title: Senior Vice President and
Chief Financial Officer