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 press release of Ashland Inc.'s third quarter
fiscal 2004 results.)
During the quarter, Ashland filed a preliminary proxy statement with
the Securities and Exchange Commission related to the previously disclosed
MAP transaction, through which Ashland would transfer its 38-percent
ownership of MAP to Marathon Oil Corporation. The transaction is subject to
several previously disclosed conditions, including approval by Ashland's
shareholders, 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. As
part of the transfer agreement, MAP has not made its regular, quarterly
cash distributions to Ashland since December 31, 2003. The final amount
received by Ashland from the transaction would be increased by an amount
equal to 38 percent of the cash accumulated from operations during the
period prior to closing.
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 news release.
ADDITIONAL INFORMATION ABOUT THE MAP TRANSACTION
In connection with the proposed transaction, Ashland filed a preliminary
proxy statement on Schedule 14A with the SEC on June 21, 2004. Investors
and security holders are urged to read that document and any other relevant
documents filed or that will be filed with the SEC, including the
definitive proxy statement/prospectus regarding the proposed transaction,
as they become available, because they contain, or will contain, important
information. The definitive proxy statement/prospectus will be filed with
the SEC by Ashland, and security holders may obtain a free copy of the
definitive proxy statement/prospectus when it becomes available, and other
documents filed with the SEC by Ashland, including the preliminary proxy
statement, at the SEC's website at www.sec.gov. The definitive proxy
statement/prospectus, and other documents filed with the SEC by Ashland,
including the preliminary proxy statement, 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
definitive proxy statement/prospectus when it becomes available.