form8k.htm
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): November 6, 2009
(November 3, 2009)
ASHLAND
INC.
(Exact
name of registrant as specified in its charter)
Kentucky
(State or
other jurisdiction of incorporation)
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1-32532 |
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20-0865835 |
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(Commission
File Number) |
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(I.R.S.
Employer Identification No.) |
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50
E. RiverCenter Boulevard, Covington, Kentucky 41011
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
3.02. Unregistered Sales of Equity
Securities
On November 3, 2009, Ashland Inc.
(“Ashland”) contributed 2, 974,420 shares of its common stock, par value $.01
per share (the “Contributed Shares”), to its defined benefit pension plan, the
Ashland Hercules Pension Plan (the “Plan”). The Contributed Shares
were valued for purposes of the contribution at $33.62 per share, or $100
million in the aggregate, by Evercore Trust Company, N.A. (“Evercore”), an
independent fiduciary that has been appointed as investment manager with respect
to the Contributed Shares. The Contributed Shares were issued to The
Bank of New York Mellon, as trustee of the master trust for the Plan, in
reliance upon the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, and in furtherance of Ashland’s future
funding obligations under the Plan.
On November 3, 2009, Ashland also
entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) with Evercore, in its capacity as investment manager for the
Contributed Shares. The Registration Rights Agreement requires, among
other things, that Ashland file with the Securities and Exchange Commission a
shelf registration statement on Form S-3 in order to register the Contributed
Shares for the purpose of resale from time to time by the Plan’s
trustee. Under the Registration Rights Agreement, Ashland is required
to use its reasonable commercial efforts to cause such registration statement to
remain continuously effective until all Contributed Shares have been sold by the
Plan’s trustee or until 90 days after the number of Contributed Shares held by
the trustee is less than one percent of Ashland’s then outstanding shares of
common stock, whichever occurs earlier. Ashland registered the
Contributed Shares on November 5, 2009.
The foregoing summary of the
Registration Rights Agreement is qualified in its entirety by reference to the
text of the Registration Rights Agreement, which is filed as Exhibit 4.1 hereto
and is incorporated herein by reference.
Item
9.01. Financial Statements and
Exhibits
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4.1
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Registration
Rights Agreement, dated as of November 3, 2009, between Ashland Inc. and
Evercore Trust Company,
N.A.
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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.
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ASHLAND
INC.
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(Registrant)
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| November
6, 2009 |
/s/
Lamar M. Chambers
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Lamar
M. Chambers
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Senior
Vice President and
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EXHIBIT
INDEX
| 4.1 |
Registration
Rights Agreement, dated as of November 3, 2009, between Ashland Inc. and
Evercore Trust Company,
N.A.
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