Filed by Ashland Inc. pursuant to Rules 165 and 425 promulgated under the
Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12
promulgated under the Securities Exchange Act of 1934, as amended.
Subject Company: Ashland Inc.
Commission File No.: 001-02918
(Excerpt from Ashland Inc.'s April 26, 2004 press release
announcing its second quarter earnings)
FISCAL 2004: SECOND QUARTER HIGHLIGHTS
o On March 19, 2004, Ashland announced an agreement to transfer its
38-percent interest in Marathon Ashland Petroleum LLC (MAP) to
Marathon Oil Corporation, subject to previously disclosed
conditions.
On March 19, 2004, Ashland announced that the company signed an
agreement under which it would transfer its 38 percent interest in MAP and
two other businesses to Marathon in a transaction structured to be tax free
and valued at approximately $3.0 billion. The two other businesses are
Ashland's maleic anhydride business and 61 Valvoline Instant Oil Change
centers. The transaction is subject to several previously disclosed
conditions, including approval by Ashland's shareholders, customary
antitrust review, consent from public debt holders and receipt of a
favorable private letter ruling from the Internal Revenue Service with
respect to the tax treatment. While there is meaningful risk that the
transaction will not receive the favorable ruling from the IRS, in which
case the transaction would not close, Ashland believes it is more likely
than not that this transaction will receive a favorable ruling. If the
conditions are met, the transaction is expected to close by the end of the
2004 calendar year.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements, within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements include those that refer
to Ashland's operating performance, earnings and expectations about the MAP
transaction. Although Ashland believes its expectations are based on
reasonable assumptions, it cannot assure the expectations reflected herein
will be achieved. These forward-looking statements are based upon internal
forecasts and analyses of current and future market conditions and trends,
management plans and strategies, weather, operating efficiencies and
economic conditions, such as prices, supply and demand, cost of raw
materials, and legal proceedings and claims (including environmental and
asbestos matters) and are subject to a number of risks, uncertainties, and
assumptions that could cause actual results to differ materially from those
we describe in the forward-looking statements. The risks, uncertainties,
and assumptions include the possibility that Ashland will be unable to
fully realize the benefits anticipated from the MAP transaction; the
possibility of failing to receive a favorable ruling from the Internal
Revenue Service; the possibility that Ashland fails to obtain the approval
of its shareholders; the possibility that the transaction may not close or
that Ashland may be required to modify some aspect of the transaction to
obtain regulatory approvals; and other risks that are described from time
to time in the Securities and Exchange Commission reports of Ashland. Other
factors and risks affecting Ashland are contained in Ashland's Form 10-K
for the fiscal year ended Sept. 30, 2003, as amended, filed with the
Securities and Exchange Commission (SEC) and available in Ashland's
Investor Relations website at www.Ashland.com/investors or the SEC's
website at www.sec.gov. Ashland undertakes no obligation to subsequently
update or revise the forward-looking statements made in this news release
to reflect events or circumstances after the date of this release.
ADDITIONAL INFORMATION ABOUT THE MAP TRANSACTION
Investors and security holders are urged to read the proxy
statement/prospectus regarding the proposed transaction when it becomes
available because it will contain important information. The proxy
statement/prospectus will be filed with the SEC by Ashland, and security
holders may obtain a free copy of the proxy statement/prospectus when it
becomes available, and other documents filed with the SEC by Ashland, at
the SEC's website at www.sec.gov. The proxy statement/prospectus, and other
documents filed with the SEC by Ashland, may also be obtained for free in
the SEC filings section on Ashland's Investor Relations website at
www.Ashland.com/investors, or by directing a request to Ashland at 50 E.
RiverCenter Blvd., Covington, KY 41012. The respective directors and
executive officers of Ashland and other persons may be deemed to be
participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Ashland's directors and executive
officers is available in its proxy statement filed with the SEC by Ashland
on December 8, 2003. Investors may obtain information regarding the
interests of participants in the solicitation of proxies in connection with
the transaction referenced in the foregoing information by reading the
proxy statement/prospectus when it becomes available.