Edgar Filing: ASHLAND INC.

As filed with the Securities and Exchange Commission on August 9, 2005
Registration No. 333-33617

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------

POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ASHLAND INC.
(FORMERLY NEW EXM INC.)
(Exact name of Registrant as specified in its charter)

Kentucky 20-0865835
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391
(859) 815-3333

(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
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ASHLAND INC. 1997 STOCK INCENTIVE PLAN
(Full title of the Plan)
------------------------------

David L. Hausrath, Esq.
Senior Vice President, General Counsel and Secretary
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391
(859) 815-3333

(Name, address, including zip code, and telephone number, including
area code, of agent for service)

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 by the Registrant relates to
the Registrant's registration statement on Form S-8 Registration No.
333-33617 of Ashland Inc., a Kentucky corporation ("Old Ashland"), relating
to 3,212,000 shares of Old Ashland common stock, par value $1.00 per share,
previously registered for issuance under the Ashland Inc. 1997 Stock
Incentive Plan, which has been assumed by the Registrant pursuant to the
Transactions (defined below). Pursuant to Rule 414 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), the Registrant
hereby adopts Registration Statement No. 333-33617 as its own for all
purposes of the Securities Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). After giving effect to the filing of this
Post-Effective Amendment No. 1, the plan to which the Registration
Statement relates will be the Ashland Inc. 1997 Stock Incentive Plan, as
assumed by the Registrant upon the authority granted by resolutions of the
board of directors of the Registrant at a special meeting held on June 29,
2005. After giving effect to the filing of this Post-Effective Amendment
No. 1, the Registrant will be the issuer of the 3,212,000 shares of common
stock, par value $0.01 per share, covered by this Registration Statement
and Old Ashland will not be a registrant hereunder.

Old Ashland and Marathon Oil Corporation, a Delaware corporation
("Marathon"), entered into an agreement under which Old Ashland has
transferred its interest in Marathon Ashland Petroleum LLC ("MAP"), its
maleic anhydride business and 60 Valvoline Instant Oil Change Centers in
Michigan and northwest Ohio to a wholly owned subsidiary of Marathon (the
"Transactions"). The Transactions were consummated on June 30, 2005. As a
result of the Transactions, among other things, shareholders of Ashland are
entitled to receive (1) shares of Marathon common stock with a total value
of $915 million in exchange for the shares of Old Ashland common stock they
owned as of June 30, 2005, and (2) new shares of common stock of the
Registrant as successor corporation to Old Ashland. As part of the
Transactions, Old Ashland has merged with and into one of its subsidiaries.
As a result of the Transactions, the existing businesses of Old Ashland
other than those transferred to Marathon's subsidiary are owned by the
Registrant, the successor to Old Ashland through a series of mergers, and
the Registrant is a publicly-traded company owned by the Old Ashland
shareholders. The management and board of directors of Old Ashland
continued as the management and board of directors of the Registrant. Old
Ashland common stock was traded on the New York Stock Exchange and the
Chicago Stock Exchange under the symbol "ASH"; and, following the
completion of the Transactions, the Registrant's common stock is traded on
the New York Stock Exchange and the Chicago Stock Exchange under the same
symbol. As part of the Transactions, the name of the Registrant was changed
from "New EXM Inc." to "Ashland Inc."

The Transactions and related matters are more fully described in
the proxy statement/prospectus of the Registrant, constituting part of the
Registrant's registration statement on Form S-4, as amended (Registration
No. 333-119689-01).

PART I

ITEM 1. PLAN INFORMATION.

All information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, filed with the Securities and Exchange
Commission (the Commission pursuant to Section 13 or 15(d) of the Exchange
Act (File No. 1-2918), are hereby incorporated by reference into this
Registration Statement:

(a) Old Ashland's Annual Report on Form 10-K, as amended, for the
fiscal year ended September 30, 2004;

(b) Old Ashland's quarterly reports on Form 10-Q for the fiscal
quarters ended December 31, 2004 and March 31, 2005;

(c) the proxy statement/prospectus of the Registrant filed pursuant to
Rule 424(b) under the Securities Act, constituting part of the Registrant's
registration statement on Form S-4, as amended (Registration No.
333-119689-01);

(d) the description of the Registrant's common stock (and the related
preferred stock purchase rights) set forth under the headings "Description
of New Ashland Capital Stock" and "Comparison of Rights of Holders of
Common Stock" in the registration statement on Form 8-A of the Registrant
filed under the Exchange Act on June 15, 2005 (File No. 001-32532),
including any amendment or report filed for the purpose of updating such
description;

(e) Old Ashland's current reports on Form 8-K, as filed on October 29,
2004, November 4, 2004, November 5, 2004, December 14, 2004, December 20,
2004 (providing an update on the status of the Transactions), December 29,
2004, January 25, 2005 (providing an update on the status of the
Transactions), January 27, 2005, January 31, 2005, March 10, 2005, March
24, 2005, April 13, 2005, April 28, 2005, May 2, 2005, June 1, 2005, June
16, 2005, June 21, 2005 (not including Item 7.01), June 28, 2005
(announcing reference yields and total purchase prices in respect of each
of its notes), June 29, 2005 and June 30, 2005;

(f) the Registrant's quarterly report on Form 10-Q for the fiscal
quarter ended June 30, 2005; and

(g) the Registrant's current reports on Form 8-K, as filed on June 30,
2005, July 6, 2005, July 15, 2005, July 21, 2005, July 25, 2005, July
28, 2005 and August 1, 2005.

In addition, all documents hereafter filed with the Commission by
us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents.

Any statement contained in this Registration Statement, in an
amendment hereto, or in a document incorporated by reference herein, shall
be deemed modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, in any
subsequently filed supplement to this Registration Statement, or any
document that is also incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the common stock offered hereby has been passed
upon by David L. Hausrath, Esq., Senior Vice President, General Counsel and
Secretary of the Registrant. Mr. Hausrath owns beneficially 130,944 shares
of our common stock (including common stock units held in our deferred
compensation plan).

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 271B.8-500 through 580 of the Kentucky Business
Corporation Act contain detailed provisions for indemnification of
directors and officers of Kentucky corporations against judgments,
penalties, fines, settlements and reasonable expenses in connection with
litigation. Under Kentucky law, the provisions of a company's articles and
by-laws may govern the indemnification of officers and directors in lieu of
the indemnification provided for by statute. We have elected to indemnify
our officers and directors pursuant to our Restated Articles, our By-laws
and by contract rather than to have such indemnification governed by the
statutory provisions.

Article X of the Restated Articles permits, but does not require,
us to indemnify our directors, officers and employees to the fullest extent
permitted by law. Our By-laws require indemnification of our officers and
employees under certain circumstances. We have entered into indemnification
contracts with each of our directors that require indemnification to the
fullest extent permitted by law, subject to certain exceptions and
limitations.

We have purchased insurance which insures (subject to certain
terms and conditions, exclusions and deductibles) us against certain costs
which we might be required to pay by way of indemnification to our
directors or officers under our Restated Articles or By-laws,
indemnification agreements or otherwise and protects individual directors
and officers from certain losses for which they might not be indemnified by
us. In addition, we have purchased insurance which provides liability
coverage (subject to certain terms and conditions, exclusions and
deductibles) for amounts which we, or the fiduciaries under our employee
benefit plans, which may include our directors, officers and employees,
might be required to pay as a result of a breach of fiduciary duty.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following Exhibits are filed as part of this Registration
Statement:

ended September 30, 2001).
4.3 Amendment No. 1 dated as of March 18, 2004 to Rights
Agreement dated as of May 16, 1996 between Ashland Inc.
and National City Bank, as Rights Agent (incorporated
herein by reference to Exhibit 4 to Old Ashland's
Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2004).
4.4 Amendment No. 2 dated as of April 27, 2005 to Rights
Agreement dated as of May 16, 1996 between Ashland Inc.
and National City Bank, as Rights Agent (incorporated
herein by reference to Exhibit 4.4 of the Registrant's
Form S-4/A filed with the Commission on May 2, 2005
(Registration No. 333-119689-01)).
4.5 Specimen certificate of Common Stock, par value $0.01
per share (incorporated herein by reference to Exhibit
4.2 of the Registrant's Form S-4/A filed with the
Commission on May 10, 2005 (Registration No.
333-119689-01)).
4.6 By-laws of the Registrant (incorporated herein by
reference to Exhibit 3(ii) to Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June
30, 2005).
4.7 Ashland Inc. 1997 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.14 of Old Ashland's
Annual Report on Form 10-K for the fiscal year ended
September 30, 2002).
5 Opinion of David L. Hausrath, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of David L. Hausrath, Esq. (included as part of
Exhibit 5).
24.1 Power of Attorney.
24.2 Certified Resolutions of the Registrant's Board of
Directors authorizing execution of this Registration
Statement by Power of Attorney.

ITEM 9. UNDERTAKINGS.

(A) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:

(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement; and

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement.

Provided, however, that paragraphs (A)(l)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability
under the Securities Act each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
that remain unsold at the termination of the offering.

(B) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated
by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(C) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy, as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Covington, Commonwealth of Kentucky, on
August 9, 2005.

ASHLAND INC.,
By
/s/ David L. Hausrath
-----------------------------------------
Name: David L. Hausrath
Title: Senior Vice President, General
Counsel and Secretary

Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 1 has been signed below by the following
persons in the capacities indicated on August 9, 2005.

SIGNATURE TITLE

*
-------------------------------------------------- Chairman of the Board and Chief Executive Officer
James J. O'Brien (Principal Executive Officer)

*
-------------------------------------------------- Senior Vice President and Chief Financial Officer
J. Marvin Quin (Principal Financial Officer)

*
-------------------------------------------------- Vice President and Controller
Lamar M. Chambers (Principal Accounting Officer)

* Director
--------------------------------------------------
Ernest H. Drew

* Director
--------------------------------------------------
Roger W. Hale

* Director
--------------------------------------------------
Bernadine P. Healy

* Director
--------------------------------------------------
Mannie L. Jackson

* Director
--------------------------------------------------
Patrick F. Noonan

* Director
--------------------------------------------------
Kathleen Ligocki

* Director
--------------------------------------------------
George A. Schaefer, Jr.

* Director
--------------------------------------------------
Theodore M. Solso

* Director
--------------------------------------------------
Michael J. Ward

*By: /s/ David L. Hausrath
--------------------------------------------------
David L. Hausrath
Attorney-in-fact

EXHIBIT INDEX

4.1 Second Restated Articles of Incorporation of the
Registrant (incorporated herein by reference to Exhibit
3(i) to Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2005).*
4.2 Rights Agreement dated as of May 16, 1996 between
Ashland Inc. and National City Bank, as Rights Agent
(incorporated herein by reference to Exhibit 4.4 to Old
Ashland's Annual Report on Form 10-K for the fiscal year
ended September 30, 2001).*
4.3 Amendment No. 1 dated as of March 18, 2004 to Rights
Agreement dated as of May 16, 1996 between Ashland Inc.
and National City Bank, as Rights Agent (incorporated
herein by reference to Exhibit 4 to Old Ashland's
Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2004).*
4.4 Amendment No. 2 dated as of April 27, 2005 to Rights
Agreement dated as of May 16, 1996 between Ashland Inc.
and National City Bank, as Rights Agent (incorporated
herein by reference to Exhibit 4.4 of the Registrant's
Form S-4/A filed with the Commission on May 2, 2005
(Registration No. 333-119689-01)).*
4.5 Specimen certificate of Common Stock, par value $0.01
per share (incorporated herein by reference to Exhibit
4.2 of the Registrant's Form S-4/A filed with the
Commission on May 10, 2005 (Registration No.
333-119689-01)).*
4.6 By-laws of the Registrant (incorporated herein by
reference to Exhibit 3(ii) to Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June
30, 2005).*
4.7 Ashland Inc. 1997 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.14 of Old Ashland's
Annual Report on Form 10-K for the fiscal year ended
September 30, 2002).*
5 Opinion of David L. Hausrath, Esq.**
23.1 Consent of Ernst & Young LLP.**
23.2 Consent of PricewaterhouseCoopers LLP.**
23.3 Consent of David L. Hausrath, Esq. (included as part of
Exhibit 5).**
24.1 Power of Attorney.**
24.2 Certified Resolutions of the Registrant's Board of
Directors authorizing execution of this Registration
Statement by Power of Attorney.**

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*Previously filed

**Filed herewith