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FORM 8-A/A
AMENDMENT NO. 2
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 April 27, 2005, Ashland Inc. ("Ashland") executed Amendment No. 2
(the "Rights Agreement Amendment") to the Rights Agreement dated as of May
16, 1996 (as amended by Amendment No. 1 thereto, 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, as amended as of April 27, 2005, 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 ATB
Holdings Inc., New EXM Inc., a Kentucky corporation and a wholly owned
subsidiary of ATB Holdings Inc., 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 Conversion 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:
4.1.2 Amendment No. 2, dated as of April 27, 2005, 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: April 29, 2005 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
4.1.2 Amendment No. 2, dated as of April 27, 2005, 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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