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FORM 8-A/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
ASHLAND INC.
(Exact Name of Registrant as Specified in its Charter)
KENTUCKY 61-0122250
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
50 E. RiverCenter Boulevard 41012-0391
Covington, Kentucky
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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None None
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [x]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
N/A
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(TITLE OF EACH CLASS)
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The undersigned registrant hereby amends its registration statement on
Form 8-A filed with the Securities and Exchange Commission on May 16, 1996, as
follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on May 16, 1996 by the undersigned
registrant is hereby amended by adding to the last paragraph of such Item the
following:
On March 18, 2004, Ashland Inc. ("Ashland") executed Amendment No. 1 (the
"Rights Agreement Amendment") to the Rights Agreement dated as of May 16, 1996
(the "Rights Agreement") between Ashland and National City Bank, as successor
to Harris Trust and Savings Bank by appointment, as rights agent (the "Rights
Agent"). The Rights Agreement Amendment was entered into to (i) render the
Rights (as defined in the Rights Agreement) inapplicable to the transactions
(the "Transactions") contemplated by the Master Agreement, dated as of March
18, 2004, among Ashland, ATB Holdings Inc., a Delaware corporation and a
wholly owned subsidiary of Ashland, EXM LLC, a Kentucky limited liability
company and a wholly owned subsidiary of Ashland, New EXM Inc., a Kentucky
corporation and a wholly owned subsidiary of Ashland, Marathon Oil
Corporation, a Delaware corporation, Marathon Oil Company, an Ohio corporation
and a wholly owned subsidiary of Marathon Oil Corporation, Marathon Domestic
LLC, a Delaware limited liability company and a wholly owned subsidiary of
Marathon Oil Corporation, and Marathon Ashland Petroleum LLC, a Delaware
limited liability company (the "Master Agreement") and the other Transaction
Agreements (as defined in the Master Agreement) and (ii) ensure that (x) none
of ATB Holdings Inc., EXM LLC, New EXM Inc., Marathon Oil Corporation,
Marathon Oil Company, Marathon Domestic LLC, Marathon Ashland Petroleum LLC
nor any other person is an Acquiring Person (as defined in the Rights
Agreement) by reason of the execution and delivery of the Master Agreement or
any other Transaction Agreement or the consummation of the Transactions, (y)
neither a Distribution Date nor a Business Combination (each as defined in the
Rights Agreement) shall occur by reason of the execution and delivery of the
Master Agreement or any other Transaction Agreement or the consummation of the
Transactions and (z) New EXM Inc. will be substituted for Ashland at the
Acquisition Merger Effective Time (as defined in the Master Agreement) and the
Rights Agreement will continue in effect after such time.
The Rights Agreement Amendment is attached hereto as Exhibit 4.1.1 and is
incorporated herein by reference. The foregoing description of the Rights
Agreement Amendment does not purport to be complete and is qualified in its
entirety by reference to that Exhibit.
ITEM 2. EXHIBITS.
Item 2 of the Form 8-A is hereby amended by adding the following at the
end thereof:
4.1.1 Amendment No. 1, dated as of March 18, 2004, to the Rights Agreement,
dated as of May 16, 1996, between Ashland Inc., a Kentucky corporation,
and National City Bank, a Delaware corporation, as successor to Harris
Trust and Savings Bank by appointment, as rights agent.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
ASHLAND INC.
Dated: March 22, 2004 by: /s/ David L. Hausrath
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Name: David L. Hausrath
Title: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
4.1.1 Amendment No. 1, dated as of March 18, 2004, to the
Rights Agreement, dated as of May 16, 1996, between
Ashland Inc., a Kentucky corporation, and National City Bank,
a Delaware corporation, as successor to Harris Trust and
Savings Bank by appointment, as rights agent.
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