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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004
Commission file number 1-2918
ASHLAND INC.
(a Kentucky corporation)
I.R.S. No. 61-0122250
50 E. RiverCenter Boulevard
P. O. Box 391
Covington, Kentucky 41012-0391
Telephone Number: (859) 815-3333
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [x] No
Indicate by checkmark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [x] No
At April 30, 2004, there were 70,373,118 shares of Registrant's Common
Stock outstanding. One Right to purchase one-thousandth of a share of
Series A Participating Cumulative Preferred Stock accompanies each
outstanding share of Registrant's Common Stock.
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EXPLANATORY NOTE
This amendment to the Quarterly Report on Form 10-Q/A for the
quarterly period ended March 31, 2004 of Ashland Inc. ("Ashland") is being
filed to indicate that Ashland has sought confidential treatment for
portions of Exhibit 10.2 to this Quarterly Report. In accordance with Rule
12b-15 under the Securities Exchange Act of 1934, as amended, the text of
the amended item is set forth in its entirety in the pages attached hereto.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4 Amendment No. 1 dated as of March 18, 2004, to the Rights
Agreement, dated as of May 16, 1996, between Ashland Inc.
and the Rights Agent.
10.1 Amendment No. 2 dated as of March 17, 2004, to the
Put/Call, Registration Rights and Standstill Agreement
among Marathon Oil Company, Ashland Inc. and Marathon
Ashland Petroleum LLC.
10.2*+ Amendment No.1 dated as of March 17, 2004, to the Amended
and Restated Limited Liability Company Agreement of
Marathon Ashland Petroleum LLC.
12 Computation of Ratio of Earnings to Fixed Charges.
31.1* Certificate of James J. O'Brien, Chief Executive Officer
of Ashland pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, 18 U.S.C. Section 1350.
31.2* Certificate of J. Marvin Quin, Chief Financial Officer of
Ashland pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002, U.S.C. Section 1350.
32* Certificate of James J. O'Brien, Chief Executive Officer
of Ashland, and J. Marvin Quin, Chief Financial Officer
of Ashland, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
*Filed herewith.
+Confidential treatment has been requested for portions
of this document. The confidential portions have been
omitted and filed separately with the United States
Securities and Exchange Commission.
(b) Reports on Form 8-K
During the quarter ended March 31, 2004, and between such date and
the filing of this quarterly report on Form 10-Q, Ashland filed or
furnished the following reports on Form 8-K:
(1) A report on Form 8-K dated January 7, 2004 announcing
that Garry M. Higdem was elected as Senior Vice President
of Ashland and President of Ashland Paving And
Construction, Inc., effective January 12, 2004.
(2) A report on Form 8-K dated January 26, 2004 reporting
Ashland's first quarter fiscal 2004 results.
(3) A report on Form 8-K dated January 26, 2004 containing a
Regulation FD disclosure.
(4) A report on Form 8-K dated February 24, 2004 containing a
Regulation FD disclosure.
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(5) A report on Form 8-K dated March 22, 2004 announcing the
signing of an agreement under which Ashland would
transfer its 38 percent interest in Marathon Ashland
Petroleum LLC and two wholly-owned businesses to Marathon
Oil Corporation in a transaction structured to be
generally 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 in Michigan and northwest Ohio.
(6) A report on Form 8-K dated April 7, 2004 containing a
Regulation FD disclosure.
(7) A report on Form 8-K dated April 15, 2004 announcing that
Lamar M. Chambers has been elected Vice President and
Controller of Ashland, effective May 1, 2004.
(8) A report on Form 8-K dated April 26, 2004 containing a
Regulation FD disclosure.
(9) A report on Form 8-K dated April 26, 2004 reporting
Ashland's second quarter fiscal 2004 results.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Ashland Inc.
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(Registrant)
Date: November 5, 2004 /s/ J. Marvin Quin
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J. Marvin Quin
Senior Vice President and Chief
Financial Officer (on behalf of
the Registrant as principal financial
officer)
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EXHIBIT INDEX
Exhibit
No. Description
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10.2+ Amendment No. 1 dated as of March 17, 2004, to the Amended
and Restated Limited Liability Company Agreement of
Marathon Ashland Petroleum LLC.
31.1 Certificate of James J. O'Brien, Chief Executive Officer of
Ashland pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
31.2 Certificate of J. Marvin Quin, Chief Financial Officer of
Ashland pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
32 Certificate of James J. O'Brien, Chief Executive Officer of
Ashland, and J. Marvin Quin, Chief Financial Officer of
Ashland, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, U.S.C. Section 1350.
+ Confidential treatment has been requested for portions of this
document. The confidential portions have been omitted and filed
separately with the United States Securities and Exchange Commission.
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