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 October 25, 2004
press release announcing its fourth quarter and fiscal 2004 earnings)
***
...Fiscal year operating income from refining and marketing increased
46 percent to $383 million. Cash distributions from MAP have been suspended
pending the transfer of the company's interest in the joint venture to
Marathon Oil Corporation. If the proposed transaction closes, Ashland would
receive proceeds equal to 38 percent of MAP's distributable cash at the
time of closing. If the transaction does not close, Ashland would receive
its share of these funds as part of its normal distributions. Ashland's
share on September 30 was $203 million.
The company continues to work on the previously disclosed MAP
transaction, through which Ashland would transfer its 38-percent interest
in MAP to Marathon Oil. 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 (IRS) with respect to the tax treatment.
Ashland has filed registration statements and proxy materials with the
Securities and Exchange Commission (SEC) and is responding to comments. In
addition, Ashland submitted a request to the IRS for a private letter
ruling on the tax-free status of the proposed transaction. The company
continues to discuss the complex tax issues related to this transaction
with the IRS. Ashland has not resolved all issues with the IRS and is
exploring alternatives for the resolution of these issues.
While there is still meaningful risk, Ashland continues to believe it
is more likely than not that the transaction will close. With respect to
the timing of closing, it is possible that the transaction will close by
calendar year-end, but it is more likely that the transaction will close in
the first calendar quarter of 2005.
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 (SEC) 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
SEC and available on 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. Ashland
filed an amended, preliminary proxy statement on Schedule 14A with the SEC
on August 31, 2004. ATB Holdings Inc. and New EXM Inc. filed a registration
statement on Form S-4, which includes a further amended preliminary proxy
statement/prospectus, with the SEC on October 12, 2004. Investors and
security holders are urged to read these documents 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 ATB Holdings Inc. and New EXM Inc., 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, 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, ATB Holdings Inc. and New EXM Inc., 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 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.