UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 8, 2005
ASHLAND INC.
(Exact name of registrant as specified in its charter)
Kentucky
(State or other jurisdiction of incorporation)
1-2918 61-0122250
(Commission File Number) (I.R.S. Employer
Identification No.)
50 E. RiverCenter Boulevard, Covington, Kentucky 41012-0391
(Address of principal executive offices) (Zip Code)
P.O. Box 391, Covington, Kentucky 41012-0391
(Mailing Address) (Zip Code)
Registrant's telephone number, including area code (859) 815-3333
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[X] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 2230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
On April 8, 2005, Shiva Singh instituted a class action in the Supreme
Court of the State of New York in New York County against Ashland Inc.
("Ashland"), and the individual members of Ashland's Board of Directors.
The complaint also names Marathon Oil Corporation ("Marathon"), Marathon
Ashland Petroleum LLC ("MAP") and Credit Suisse First Boston LLC ("CSFB")
as defendants. The complaint states that Mr. Singh holds Ashland common
stock and that the complaint is brought on behalf of Mr. Singh and others
similarly situated. The action arises from the proposed transaction in
which Ashland would transfer its entire 38% interest in MAP as well as
certain other businesses to Marathon. The complaint alleges breach of
fiduciary duty as well as aiding and abetting breach of fiduciary duty and
negligence against Ashland, its directors, Marathon and MAP. The complaint
alleges breach of fiduciary duty and negligence as well as aiding and
abetting breach of fiduciary duty and negligence against CSFB.
The complaint seeks to recover from defendants an unstated sum of
damages. The complaint also seeks to enjoin the proposed transaction (and
any related shareholder vote) between Ashland and Marathon under the terms
presently proposed; to require defendants to fully disclose all material
facts before completion of any such transaction; and to require defendants
to obtain a current, independent fairness opinion concerning the proposed
transaction. To the extent that the proposed transaction is consummated
prior to the entry of the court's final judgment, the complaint asks the
court to rescind such transaction(s) and award damages. The complaint also
seeks reasonable attorneys' fees, costs and expenses. Ashland believes the
lawsuit is without merit.
Ashland and Marathon are discussing possible alternatives with respect
to the proposed transaction. There can be no assurances that an agreement
on an alternative transaction will be reached.
SIGNATURES
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: April 13, 2005 /s/ David L. Hausrath
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Name: David L. Hausrath
Title: Senior Vice President,
General Counsel and Secretary