AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
ASHLAND INC.
(Exact name of Registrant as specified in its charter)
KENTUCKY 61-0122250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 ASHLAND DRIVE, RUSSELL, KENTUCKY 41169 (606) 329-3333
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
-----------------------
THOMAS L. FEAZELL, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ASHLAND INC.
1000 ASHLAND DRIVE
RUSSELL, KENTUCKY 41169
(606) 329-3333
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------
COPIES TO:
DAVID G. ORMSBY, ESQ.
CRAVATH, SWAINE & MOORE
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 474-1000
-----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the Registration
Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box.
-----
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. X
-----
-----------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
Proposed
Title of Maximum
Securities Amount Proposed Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share (1) Price (1) Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(par value $1.00 per share)
and Rights attached thereto 1,312,500 shares $32.4375 $42,574,218 $14,680.87
</TABLE>
(1) Estimated solely for the purposes of calculating the registration
fee in accordance with Rule 457(c) on the basis of the average of
the high and low reported sale prices of the Registrant's Common
Stock on the New York Stock Exchange, Inc. Composite Tape on
February 14, 1995.
-----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT
ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(a), MAY DETERMINE.
The Prospectus contained in this Registration Statement
gives effect to the consummation of an acquisition transaction
between the Registrant and the Selling Shareholders referred to
therein. Shares of Common Stock which, as of the date of filing
hereof, have not been issued and delivered to such Selling
Shareholders will be issued and delivered to such Selling
Shareholders pursuant to such transaction.
<PAGE>
LEGEND INFORMATION
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 17, 1995
- ----------------------------------------------------------------------------
P R O S P E C T U S
- ----------------------------------------------------------------------------
1,312,500 Shares
ASHLAND INC.
COMMON STOCK
(par value $1.00 per share)
1000 Ashland Drive, Russell, Kentucky 41169
--------------------------------
The Prospectus relates to shares of common stock, par value $1.00 per
share (the "Common Stock"), of Ashland Inc. ("Ashland" or the "Company"),
issued (or to be issued) in connection with a recent acquisition
transaction described under "Recent Developments" to Waco Oil & Gas Co.,
Inc., a West Virginia Corporation, Mr. Ira L. Morris and Mrs. Betty Sue
Morris (the "Selling Shareholders"). See "Selling Shareholders." The
Company will receive none of the proceeds from the sale of such shares. See
"Use of Proceeds."
--------------------------------
The Common Stock is listed on the New York Stock Exchange (the "NYSE")
and the Chicago Stock Exchange (the "CHX"). The last reported sale price of
the Common Stock on the NYSE on February 16, 1995 was $32.125 per share.
See "Common Stock Price Range and Dividends".
--------------------------------
The distribution of the Common Stock by the Selling Shareholders may
be effected from time to time in one or more transactions (which may
involve block transactions) on the NYSE, the CHX or otherwise, in special
offerings, exchange distributions and/or secondary distributions pursuant
to and in accordance with the applicable rules of the NYSE or CHX, in the
over-the-counter market, in negotiated transactions, through the writing of
options on shares or through the issuance of other securities convertible
into shares (whether such options or other securities are listed on an
options or securities exchange or otherwise), or a combination of such
methods of distribution, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
The Selling Shareholders may effect such transactions by selling shares or
other securities to or through broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or purchasers of shares or
other securities for whom they may act as agents (which compensation may be
in excess of customary commissions). See "Plan of Distribution."
--------------------------------
As used in this Prospectus, the term "Common Stock" includes Rights
to Purchase Cumulative Preferred Stock, Series of 1987, the description and
terms of which are set forth in a Rights Agreement dated May 15, 1986,
as amended.
--------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February ___, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company with
the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Regional Offices of the Commission
at Suite 1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661 and Seven World Trade Center, Suite 1300, New York,
New York 10048. In addition, copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Common Stock is listed on
the NYSE and the CHX, and reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005 and the CHX, One Financial Place,
440 South LaSalle Street, Chicago, Illinois 60605.
The Company has filed with the Commission a Registration Statement
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement and exhibits thereto. For further information with
respect to the Company and the Common Stock offered hereby, reference is
made to the Registration Statement and related exhibits and to documents
filed with the Commission. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and in each
instance reference is made to the copy of such document filed as an exhibit
to the Registration Statement or otherwise filed with the Commission. Each
such statement is qualified in its entirety by such reference. The
Registration Statement and the exhibits thereto can be inspected and copied
at the public reference facilities and regional offices referenced to
above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act (File No. 1-2918), are hereby
incorporated by reference into this Prospectus:
(i) Ashland's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994;
(ii) Ashland's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994;
(iii) the description of Ashland's Common Stock, par value $1.00
per share, set forth in the Registration Statement on Form 10, as amended
in its entirety by the Form 8 filed with the Commission on May 1, 1983
("Registration Statement on Form 10, as amended"); and
(iv) the description of Ashland's Rights to Purchase Cumulative
Preferred Stock, Series of 1987, set forth in the Registration Statement on
Form 8-A dated May 29, 1986 (as amended by the Forms 8 dated February 5,
1987 and September 21, 1989).
All documents filed by Ashland with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference into this Prospectus and to
be a part hereof from the respective dates of filing of such documents. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein or in any Prospectus
Supplement modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH
HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS, OTHER
THAN CERTAIN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO THE SECRETARY, ASHLAND INC., P.O. BOX 391, ASHLAND, KENTUCKY
41114 (TELEPHONE: (606) 329-3333).
2
<PAGE>
THE COMPANY
Ashland is a worldwide energy and chemical company engaged in
petroleum refining, transportation and wholesale marketing; retail gasoline
marketing; motor oil and lubricant marketing; chemicals, coal; highway
construction; and oil and gas exploration and production. Ashland's
businesses are grouped into six industry segments: Petroleum, SuperAmerica,
Valvoline, Chemical, Construction and Exploration. In addition, Ashland is
involved in the coal industry through its 50% ownership of Arch Mineral
Corporation ("Arch") and its approximately 54% ownership of Ashland Coal,
Inc. ("Ashland Coal").
Petroleum is one of the nation's largest independent petroleum
refiners and a leading supplier of petroleum products to the transportation
and commercial fleet industries, other industrial customers and independent
marketers, and to SuperAmerica for retail distribution. In addition,
Petroleum gathers and transports crude oil and petroleum products and
distributes petroleum products under the Ashland(R) brand name.
SuperAmerica operates combination gasoline and merchandise stores under the
SuperAmerica(R) and Rich(R) brand names. Valvoline is a marketer of
branded, packaged motor oil and automotive chemicals, filters, rust
preventives and coolants. In addition, Valvoline is engaged in the "fast
oil change" business through outlets operating under the Valvoline Instant
Oil Change(R) and Valvoline Rapid Oil Change(R) names.
Chemical distributes industrial chemicals, solvents, thermoplastics
and resins, and fiberglass materials, and manufactures a wide variety of
specialty chemicals and certain petrochemicals. Construction performs
contract construction work, including highway paving and repair, excavation
and grading, and bridge and sewer construction and produces asphaltic and
ready-mix concrete, crushed stone and other aggregate, concrete block and
certain specialized construction materials in the southern United States.
Exploration explores for, develops, produces and sells crude oil and
natural gas principally in the eastern and Gulf Coast areas of the United
States, explores for and produces crude oil in Nigeria for export and
explores for oil and gas in other international areas.
Arch, a producer of low-sulfur coal in the eastern United States,
produces steam and metallurgical coal for sale in the domestic and
international markets. Ashland Coal produces low-sulfur, bituminous coal in
central Appalachia for sale to domestic and foreign electric utility and
industrial customers. Both Arch and Ashland Coal also market coal mined by
independent producers.
Ashland is a Kentucky corporation, organized on October 22, 1936, with
its principal executive offices located at 1000 Ashland Drive, Russell,
Kentucky 41169 (Mailing Address: P.O. Box 391, Ashland, Kentucky 41114)
(Telephone: (606) 329-3333).
RECENT DEVELOPMENTS
On January 23, 1995, Ashland Exploration, Inc., a subsidiary of
Ashland, signed a Letter of Intent ("Letter of Intent") to acquire from the
Selling Shareholders, certain of the northern West Virginia assets of Waco
Oil & Gas Co., Inc., a West Virginia company, for a purchase price of $42
million. The purchase price will be paid approximately $500,000 in cash or
immediately available funds and the remainder will be paid in shares of
Common Stock to be offered hereby. The number of shares of Common Stock to
be issued is subject to adjustment upon closing of the transaction based
upon the value of the Common Stock upon closing as described more fully in
the Letter of Intent filed as Exhibit 2.1 to the Registration Statement and
the Agreement of Sale and Purchase (the "Waco Agreement of Sale and
Purchase") between Ashland and the Selling Shareholders to be filed as
Exhibit 2.2 to the Registration Statement. Ashland will be acquiring
approximately 840 wells in northern West Virginia producing a net of
approximately 8 million cubic feet of natural gas daily and 200 barrels of
oil daily on 34,000 acres.
On January 23, 1995, Ashland reported net income of $35 million, or
50 cents a share, for the quarter ended December 31, 1994, the first
quarter of its current fiscal year. These results compare to net income of
$58 million, or 90 cents a share, for the same quarter a year ago. Sales
and operating revenues were $2.8 billion for the first quarter and $2.6
billion in the first quarter a year ago.
Weak refinery margins resulting from industry overproduction of
gasoline and general market confusion surrounding the introduction of
reformulated gasoline contributed to the decline in earnings. Unseasonably
warm weather and maintenance turnarounds at Ashland's Catlettsburg,
Kentucky and Canton, Ohio refineries also
3
<PAGE>
affected refining results. Last year's results were boosted by strong
initial margins for low-sulfur diesel fuel. Total operating income from
Ashland's related energy and chemical businesses climbed from $86 million a
year ago to $105 million for the quarter just ended, a 21% increase.
Refinery margins continue to be weak throughout the petroleum industry, and
Ashland Petroleum is currently operating at a loss. Without an improvement
in margins, it will be difficult for the Company to show a profit in its
second fiscal quarter.
On February 8, 1995, Ashland purchased all of the 150 shares of
Ashland Coal Class B Preferred Stock (the "Preferred Stock") held by
Saarbergwerke AG. The Preferred Stock represents approximately 15% of the
voting power of Ashland Coal and increased Ashland's ownership of the
voting stock of Ashland Coal to approximately 54%. The transaction will
result in the consolidation of Ashland Coal into Ashland's financial
statements beginning with the March quarter and retroactive to the
beginning of fiscal 1995.
On January 26, 1995, at the 1995 Annual Meeting, the shareholders of
Ashland voted to amend Ashland's Second Restated Articles of Incorporation
to change the name of the Company from Ashland Oil, Inc. to Ashland Inc.
The amendment was effective January 27, 1995.
In December 1994, Ashland filed with the Commission a shelf
registration statement to permit offerings from time to time of up to an
aggregate of $600 million in debt and/or equity securities.
USE OF PROCEEDS
All of the shares of Common Stock which are the subject of this
Prospectus are being sold by the Selling Shareholders. The Company will
receive none of the proceeds from the sale of such shares.
COMMON STOCK PRICE RANGE AND DIVIDENDS
The Common Stock is listed and traded on the NYSE and the CHX. The
following table sets forth the range of high and low sale prices for the
Common Stock on the New York Stock Exchange-Composite Tape and information
as to dividends declared during the quarters of the fiscal years ended
September 30, 1993 and 1994, and for part of fiscal 1995.
<TABLE>
<CAPTION>
Cash
Price Range Dividends
-------------------------------- Declared Per
High Low Share
<S> <C> <C> <C>
Fiscal 1993:
First Quarter........................................$27.375 $23.625 $.25
Second Quarter.......................................29.250 25.625 .25
Third Quarter........................................27.750 24.250 .25
Fourth Quarter.......................................34.375 25.375 .25
Fiscal 1994:
First Quarter........................................35.625 31.000 .25
Second Quarter.......................................44.500 34.000 .25
Third Quarter........................................42.750 33.500 .25
Fourth Quarter.......................................37.875 33.250 .25
Fiscal 1995:
First Quarter........................................39.875 31.250 .275
Second Quarter, (through February 16, 1995)..........34.625 31.625 ___
</TABLE>
For a recent price of the Common Stock on the NYSE, see the cover
page of this Prospectus.
Dividends have been paid on the Common Stock each year since 1936.
Future dividends will depend upon earnings, the Company's financial
position, and other relevant factors not presently determinable.
As of January 31, 1995, there were approximately 25,493 holders of
record of the Common Stock.
4
<PAGE>
SELLING SHAREHOLDERS
The number of shares offered for sale are as follows: Waco Oil & Gas
Co., Inc., _____ shares; Ira L. Morris, ____ shares; Betty Sue Morris, ____
shares. The shares offered for sale constitute all the shares of Common
Stock of Ashland owned by each of the Selling Shareholders. Except for the
transaction in which the Selling Shareholder acquired his, her or its
Common Stock, no Selling Shareholder has had a material relationship with
Ashland within the past three years.
The maximum number of shares proposed to be sold by the Selling
Shareholders is the number of shares owned by them as of the date hereof.
PLAN OF DISTRIBUTION
The distribution of the Common Stock by the Selling Shareholders may
be effected from time to time in one or more transactions (which may
involve block transactions) on the NYSE, the CHX or otherwise, in special
offerings, exchange distributions and/or secondary distributions pursuant
to and in accordance with the applicable rules of the NYSE or CHX, in the
over-the-counter market, in negotiated transactions, through the writing of
options on shares or through the issuance of other securities convertible
into shares (whether such options or other securities are listed on an
options or securities exchange or otherwise), or a combination of such
methods of distribution, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
The Selling Shareholders may effect such transactions by selling shares or
other securities to or through broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or purchasers of shares or
other securities for whom they may act as agents (which compensation may be
in excess of customary commissions). The Selling Shareholders and
broker-dealers that participate with the Selling Shareholders in the
distribution of shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions
received by them and any profit on the resale of shares may be deemed to be
underwriting compensation. Additionally, the Selling Shareholders may
pledge such shares, and in such event agents or dealers may acquire the
shares or interests therein, and may, from time to time, effect
distribution of the shares or interests in such capacity.
DESCRIPTION OF COMMON STOCK
COMMON STOCK
The authorized stock of the Company consists of 150,000,000 shares of
Common Stock, and 30,000,000 shares of Preferred Stock, issuable in series.
On January 31, 1995, there were approximately 60,766,604 shares of Common
Stock issued and outstanding. In May 1993, the Company issued 6,000,000
shares of $3.125 Cumulative Convertible Preferred Stock ("$3.125 Preferred
Stock") of which all such shares are currently outstanding. 10,000,000
shares of Preferred Stock designated as Cumulative Preferred Stock, Series
of 1987, are reserved for issuance upon exercise of rights issued pursuant
to the Rights Agreement dated as of May 15, 1986, as amended. An aggregate
of 23,515,040 additional shares of Common Stock are reserved for issuance
upon conversion of the Company's 6 3/4% Convertible Subordinated
Debentures, the Company's $3.125 Preferred Stock and issuance under the
Company's various stock and compensation incentive plans.
The holders of Common Stock are entitled to receive dividends as may
be declared from time to time by the Board of Directors out of funds
legally available therefor. The holders of Common Stock are entitled to one
vote per share on all matters submitted to a vote of shareholders and have
cumulative voting rights. Under cumulative voting, a shareholder may
multiply the number of shares owned by the number of directors to be
elected and cast this total number of votes for any one nominee or
distribute the total number of votes, in any proportion, among as many
nominees as the shareholder desires. Holders of Common Stock are entitled
to receive, upon any liquidation of the Company, all remaining assets
available for distribution to shareholders after satisfaction of the
Company's liabilities and the preferential rights of any Preferred Stock
that may then be issued and outstanding. The outstanding shares of Common
Stock are, and the shares of Common Stock issuable upon conversion of the
$3.125 Preferred Stock and the 6 3/4% Convertible Subordinated Debentures
will be, fully paid and nonassessable. The holders of Common Stock have no
preemptive, conversion or redemption rights. The Transfer Agent and
Registrar of Ashland's Common Stock is Harris Trust and Savings Bank,
Chicago, Illinois.
5
<PAGE>
The foregoing information does not purport to be a complete summary
of the terms and provisions of the Common Stock and is qualified in its
entirety by reference to the description of the Common Stock contained in
the Company's Registration Statement on Form 10, as amended, incorporated
by reference into this Prospectus, and the Company's Second Restated
Articles of Incorporation, as amended (the "Articles"), including the
certificate of Designation of the Cumulative Preferred Stock, Series of
1987.
PREFERRED STOCK PURCHASE RIGHTS
The Board of Directors has authorized the distribution of one-half a
Right (a "Right") for each outstanding share of Common Stock. Each Right
entitles the holder thereof to buy one-tenth of a share of Cumulative
Preferred Stock, Series of 1987, at a price of $120.
Currently, the Rights trade together with the Common Stock. They may
be exercised or traded separately only after the earlier to occur of (i) 10
days following a public announcement that a person or group of persons has
obtained the right to acquire 15% or more of the outstanding Common Stock,
or (ii) 10 business days (or such later date as may be determined by action
of the Board of Directors) following the commencement or announcement of an
intent to make a tender offer or exchange offer which would result in
beneficial ownership by a person or group of persons of 20% or more of the
Company's outstanding Common Stock. If the acquiring person or group of
persons acquires 20% or more of the Common Stock, each Right (other than
those held by the acquiror) will entitle its holder to purchase, at the
Right's exercise price, shares of Common Stock having a market value of
twice the Right's exercise price. Additionally, if the Company is acquired
in a merger or other business combination, each Right (other than those
held by the surviving or acquiring company) will entitle its holder to
purchase, at the Right's exercise price, shares of the acquiring
company's common stock (or stock of the Company if it is the surviving
corporation) having a market value of twice the Right's exercise price.
Each one-tenth share of Cumulative Preferred Stock, Series of 1987, will be
entitled to dividends and to vote on an equivalent basis with two shares of
Common Stock.
Rights may be redeemed at the option of the Board of Directors for
$.05 per Right at any time before the earliest of 10 calendar days after
the first public disclosure of a person's or a group's acquisition of
beneficial ownership of 15% or more of the Company's Common Stock or the
acquisition by a person of 20% of such outstanding Common Stock. The Board
of Directors may amend the Rights at any time without shareholder approval.
The Rights will expire by their terms on May 15, 1996.
CERTAIN PROVISIONS OF ASHLAND'S ARTICLES
In the event of a proposed merger, tender offer, proxy contest or
other attempt to gain control of Ashland not approved by the Board of
Directors, it would be possible, subject to any limitations imposed by
applicable law, the Articles and the applicable rules of the stock
exchanges upon which the Common Stock is listed, for the Board of Directors
to authorize the issuance of one or more series of preferred stock with
voting rights or other rights and preferences which would impede the
success of the proposed merger, tender offer, proxy contest or other
attempt to gain control of Ashland. The consent of the holders of Common
Stock would not be required for any such issuance of preferred stock.
The Articles incorporate in substance certain provisions of the
Kentucky Business Corporation Act to require approval of the holders of a
least 80% of Ashland's voting stock, plus two-thirds of the voting stock
other than voting stock owned by a 10% shareholder, as a condition to
mergers and certain other business combinations involving Ashland and such
10% shareholder unless (a) the transaction is approved by a majority of the
continuing directors (as defined) of Ashland or (b) certain minimum price
and procedural requirements are met. In addition, the Kentucky Business
Corporation Act includes a standstill provision which precludes a business
combination from occurring with a 10% shareholder, notwithstanding any vote
of shareholders or price paid, for a period of five years after the date
such 10% shareholder becomes a 10% shareholder, unless a majority of the
independent directors (as defined) of Ashland approves such combination
before the date such shareholder becomes a 10% shareholder.
6
<PAGE>
The Articles also provide that (i) the Board of Directors is
classified into three classes, (ii) a director may be removed from office
without "cause" (as defined) only by the affirmative vote of the holders of
at least 80% of the voting power of the then outstanding voting stock of
Ashland, (iii) the Board of Directors may adopt By-laws concerning the
conduct of, and matters considered at, meetings of shareholders, including
special meetings, (iv) Ashland's By-laws and certain provisions of the
Articles may be amended only by the affirmative vote of the holders of at
least 80% of the voting power of the then outstanding voting stock of
Ashland; and (v) the By-laws may be adopted or amended by the Board of
Directors, subject to amendment or repeal only by affirmative vote of the
holders of at least 80% of the voting power of the then outstanding voting
stock of Ashland.
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered
hereby will be passed upon for the Company by Thomas L. Feazell, Esq.,
Senior Vice President, General Counsel and Secretary of the Company. Mr.
Feazell owns beneficially 73,467 shares of Common Stock and 200 shares of
$3.125 Preferred Stock.
EXPERTS
The consolidated financial statements and schedules of the Company
appearing or incorporated by reference in the Company's Annual Report (Form
10-K) for the year ended September 30, 1994, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements and schedules are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts
in accounting and auditing.
7
<PAGE>
======================================= ===================================
NO DEALER, SALESPERSON OR OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR
INCORPORATED BY REFERENCE IN THIS ASHLAND INC.
PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR
THE SELLING SHAREHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF 1,312,500 Shares
AN OFFER TO BUY ANY OF THE COMMON
STOCK OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE COMMON STOCK
MADE HEREUNDER SHALL, UNDER ANY (par value $1.00 per share)
CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SINCE ITS
DATE.
---------------
TABLE OF CONTENTS
Page
--------------------------------
Available Information ..............2 PROSPECTUS
--------------------------------
Incorporation of Certain
Documents by Reference ........2
The Company ........................3
Recent Developments ................3
Use of Proceeds ....................4
Common Stock Price Range
and Dividends .................4
Selling Shareholders ...............5
Plan of Distribution................5
Description of Common Stock ........5
Legal Matters ......................7 February , 1995
Experts ............................7
======================================= ===================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
Common Stock being registered, other than any underwriting discounts,
concessions or commissions, are:
Filing Fee for Registration Statement.................... $14,680.87
Legal Fees and Expenses.................................. 10,000.00
Accounting Fees and Expenses............................. 20,000.00
Stock Exchange Listing Fees.............................. 12,050.00
Miscellaneous............................................ 3,000.00
------------
Total.................................................... $59,730.87
============
All of the above amounts, other than the SEC filing fee, are
estimates only. All of the above expenses will be paid by the Company. The
Selling Shareholders will pay their own underwriting discounts, concessions
and commissions and transfer taxes.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 271B.8-500 through 580 of the Kentucky Business Corporation
Act contain detailed provisions for indemnification of directors and
officers of Kentucky corporations against judgments, penalties, fines,
settlements and reasonable expenses in connection with litigation. Under
Kentucky law, the provisions of a company's articles and By-laws may govern
the indemnification of officers and directors in lieu of the
indemnification provided for by statute. The Registrant has elected to
indemnify its officers and directors pursuant to the Articles, its By-laws,
as amended, and by contract rather than to have such indemnification
governed by the statutory provisions.
Article X of the Registrant's Articles permits, but does not
require, the Registrant to indemnify its directors, officers and employees
to the fullest extent permitted by law. The Registrant's By-laws require
indemnification of officers and employees of the Registrant and its
subsidiaries under certain circumstances. The Registrant has entered into
indemnification contracts with each of its directors that require
indemnification to the fullest extent permitted by law, subject to certain
exceptions and limitations.
The Registrant has purchased insurance which insures (subject to
certain terms and conditions, exclusions and deductibles) the Registrant
against certain costs which it might be required to pay by way of
indemnification to its directors or officers under its Articles or By-laws,
indemnification agreements or otherwise and protects individual directors
and officers from certain losses for which they might not be indemnified by
the Registrant. In addition, the Registrant has purchased insurance which
provides liability coverage (subject to certain terms and conditions,
exclusions and deductibles) for amounts which the Registrant, or the
fiduciaries under its employee benefit plans, which may include its
directors, officers and employees, might be required to pay as a result of
a breach of fiduciary duty.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
1.1 Indemnification Agreement between the Company and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated.*
1.2 Indemnification Agreement between the Selling Shareholders
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated.*
2.1 Letter of Intent dated as of January 23, 1995, between
Ashland Exploration, Inc. and the Selling Shareholders.
2.2 Agreement of Sale and Purchase of Assets between the Company
and the Selling Shareholders.*
3.1 Second Restated Articles of Incorporation of Ashland, as
amended to January 27, 1995 (incorporated by reference to
Exhibit 3.1 to Ashland's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994 (File No. 1-2918)).
3.2 By-laws of the Registrant, as amended (incorporated by
reference to Exhibit 3.2 to Ashland's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1994 (File
No. 1-2918)).
4.5 Rights Agreement dated as of May 15, 1986, between the
Company and Mellon Bank N.A., as amended (incorporated by
reference to Exhibit 4.5 to Registration No. 33-57011, filed
with the Commission on December 22, 1994).
5 Opinion of Thomas L. Feazell, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Thomas L. Feazell, Esq. (included as part of
Exhibit 5).
24 Power of Attorney, including resolutions of the Board of
Directors.
- --------------------
* To be filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act unless the information required to be included in such
post-effective amendment is contained in periodic reports filed with or
furnished
II-2
<PAGE>
to the Commission by the Registrant pursuant to Section 13 or Section 15
(d) of the Exchange Act that are incorporated by reference in the
registration statement;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement unless the information required to be included in
such post-effective amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Russell and Commonwealth of
Kentucky on February 17, 1995.
ASHLAND INC.
By: /s/ Thomas L. Feazell
-------------------------------
Thomas L. Feazell
Senior Vice President,
General Counsel
and Secretary
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on February 17, 1995.
Signature Title
John R. Hall*
- ----------------------------------- Chairman of the Board of Directors,
Chief Executive Officer and Director
Paul W. Chellgren*
- ----------------------------------- President, Chief Operating Officer and
Director
J. Marvin Quin*
- ----------------------------------- Chief Financial Officer and Senior
Vice President
Kenneth L. Aulen*
- ----------------------------------- Administrative Vice President,
Controller and Principal Accounting
Officer
Jack S. Blanton*
- ----------------------------------- Director
Thomas E. Bolger*
- ----------------------------------- Director
Samuel C. Butler*
- ----------------------------------- Director
Frank C.Carlucci*
- ----------------------------------- Director
James B. Farley*
- ----------------------------------- Director
Edmund B. Fitzgerald*
- ----------------------------------- Director
Ralph E. Gomory*
- ----------------------------------- Director
Mannie L. Jackson
- ----------------------------------- Director
Patrick F. Noonan*
- ----------------------------------- Director
II-4
<PAGE>
Jane C. Pfieffer*
- ----------------------------------- Director
James R. Rinehart*
- ----------------------------------- Director
William L. Rouse, Jr.*
- ----------------------------------- Director
Robert B. Stobaugh*
- ----------------------------------- Director
James W.Vandeveer*
- ----------------------------------- Director
*By: /s/ Thomas L. Feazell
------------------------------
Thomas L. Feazell
Attorney-in-fact
February 17, 1995
*Original powers of attorney authorizing John R. Hall, Paul W. Chellgren,
Thomas L. Feazell, James G. Stephenson, and David L. Hausrath and each of
them, to sign the Registration Statement and amendments thereto on behalf of
the above-mentioned directors and officers of the Registrant have been filed
with the Commission as Exhibit 24 to this Registration Statement.
II-5
<PAGE>
EXHIBIT INDEX
Exhibit Description
No.
1.1 Indemnification Agreement between the Company and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated.*
1.2 Indemnification Agreement between the Selling Shareholders
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated.*
2.1 Letter of Intent dated as of January 23, 1995, between
Ashland Exploration, Inc. and the Selling Shareholders.
2.2 Agreement of Sale and Purchase of Assets between the Company
and the Selling Shareholders.*
3.1 Second Restated Articles of Incorporation of Ashland, as
amended to January 27, 1995 (incorporated by reference to
Exhibit 3.1 to Ashland's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994 (File No. 1-2918)).
3.2 By-laws of the Registrant, as amended (incorporated by
reference to Exhibit 3.2 to Ashland's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1994 (File
No. 1-2918)).
4.5 Rights Agreement dated as of May 15, 1986, between the
Company and Mellon Bank N.A., as amended (incorporated by
reference to Exhibit 4.5 to Registration No. 33-57011, filed
with the Commission on December 22, 1994).
5 Opinion of Thomas L. Feazell, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Thomas L. Feazell, Esq. (included as part of
Exhibit 5).
24 Power of Attorney, including resolutions of the Board of
Directors.
- --------------------
* To be filed.
<PAGE>
EXHIBIT 2.1
January 23, 1995
Mr. Ira L. Morris, President
Waco Oil & Gas Co., Inc.
P.O. Box 397
Glenville, WV 26351
Dear Mr. Morris:
Ashland Oil, Inc. ("Ashland"), is pleased to present this proposal for
the acquisition by Ashland of all of the oil and gas properties owned by Waco
Oil and Gas Co., Inc. ("Waco") (except for those properties located in
McDowell County, West Virginia) and those oil and gas interests owned both
individually and jointly by Mr. & Mrs. Ira L. Morris (the "Properties").
Waco and Mr. & Mrs. Morris are collectively referred to herein as "Sellers."
Ashland offers to purchase the Properties for a price equal to the
number of shares of Ashland Oil, Inc. Common Stock ("Common Stock") determined
by dividing the sum of $42 million by the average closing price ("Average
Price") per share of Ashland Oil, Inc. Common Stock on the New York Stock
Exchange Composite Tape for the three (3) trading days prior to the Closing
Date for the transaction, provided, however, that (i) should the closing price
per share for the Common Stock on the last trading day prior to the Closing
Date be such that the aggregate value of the shares of Common Stock to be
delivered as determined by using the Average Price is less than $41 million,
then Sellers shall not be obligated to consummate the transaction unless
Ashland agrees to deliver such additional shares of Common Stock as are
required to make the aggregate value of the shares to be delivered (based on
the closing price per share of Common Stock on the last trading day prior to
the Closing Date) equal to $41 million, however, further provided that, (ii)
if the closing price per share on the last trading day referred in (i) above
results in an aggregate value of the shares of Common Stock to be delivered of
more than $43 million, then Ashland shall be obligated to deliver only that
number of shares of Common Stock as would equal $43 million in value (based on
the closing price per share of Common Stock on the last trading day prior to
the Closing Date). In addition to the foregoing, should the Average Price per
share of Common Stock when calculated be less than $32 per share then in such
event Ashland shall only be obligated to deliver to Sellers no more than
1,312,500 shares of Common Stock in which event Sellers shall have the option
to either accept the number of shares to be tendered or terminate the
transaction.
Our offer as described above is conditioned upon (i) all parties
agreeing to a mutually acceptable definitive purchase and sale agreement (the
"Definitive Agreement"), (ii) the execution and delivery of the Definitive
Agreement being authorized by the Boards of Directors of both Waco and Ashland
<PAGE>
and Ashland's parent company, Ashland Oil, Inc., and (iii) the Definitive
Agreement being duly executed by and delivered to the parties. Until all of
the foregoing have been accomplished no party shall be obligated to buy or
sell any interests or properties which are the subject of this proposal.
The Definitive Agreement will contain such terms, representations,
agreements, and conditions as the parties may deem appropriate including,
without limitation, the following:
(1) Access to Information. The Definitive Agreement shall provide that
prior to closing Sellers shall allow Ashland, its attorneys, accountants,
engineers and agents access to the Properties and all title, land,
engineering, production, sales, financial, gas contract, regulatory,
environmental, and other records relating thereto maintained by Sellers, and
Sellers shall use their best efforts to cause the operator of any portion of
the Properties to allow similar access to records. In addition, Sellers shall
allow Ashland to conduct field inspections of the Properties. Ashland
acknowledges that some data and information furnished to it by Sellers may be
either non-public, confidential, or proprietary in nature. As a consequence,
Ashland agrees not to disclose such information to anyone not a representative
of Ashland. For this purpose, the term "representative" shall include
Ashland's directors, employees, agents, or advisors (including accountants,
consultants, bankers and financial advisors) and shall also include
representatives of its parent company, Ashland Oil, Inc.
(2) Properties. The Properties shall include all of the oil and gas
properties, together with all associated equipment, and interests owned by
Sellers as of the Effective Date (except for Properties located in McDowell
County, West Virginia and such other mineral interests as were not disclosed
to Ashland for evaluation purposes), with no farm-in or farm-out transactions
occurring after the Effective Date.
(3) Title Examination. Prior to closing Ashland will be entitled to
perform a review of Sellers' title to the Properties, including formal examina-
tion thereof if Ashland elects to do so. As a result of such review, Ashland
shall be entitled to adjust the Purchase Price to reflect any adjustments to
Sellers' interest as hereinafter provided.
(4) Waivers and Consents. Sellers shall use their best efforts to obtain
timely all necessary consents of third parties and waivers of preferential
rights, and the failure to obtain any such consent or waiver shall constitute
a title defect unless waived by Ashland.
(5) Registration of Ashland Oil, Inc. Common Stock. Sellers acknowledge
that the sale of Ashland Oil, Inc. Common Stock to them has not been
registered under the Securities Act of 1933, as amended, and therefore, the
Common Stock cannot be resold unless registered under such Act or an exemption
therefrom is available. However, Ashland Oil, Inc. will, at its sole cost and
expense, file with the Securities and Exchange Commission ("SEC") a
<PAGE>
registration statement on Form S-3 with respect to the resale of the Ashland
Oil, Inc. Common Stock issued to the Sellers and shall use its best efforts to
cause the registration statement to become effective prior to the closing and
to remain effective for a period of 90 days thereafter, subject to the usual
and customary exceptions. In addition, Ashland Oil, Inc. shall make necessary
associated Blue Sky filings, with any filings after the initial filings to be
at Waco's sole cost and expense. This will provide an opportunity for the
Sellers to sell their Ashland Oil, Inc. Common Stock should they choose to do
so. As an alternative to the above, Ashland will consider whether the
registration of the Common Stock sold to the Sellers and the resale of such
Common Stock by the Sellers can be reasonably and practicably registered on a
Form S-4 registration statement and, if Ashland so determines, Ashland will,
at its sole cost and expense, file such a registration statement with the SEC
and will use its best efforts to cause such registration statement to become
effective prior to the closing.
The closing shall not occur until the SEC has declared the registration
statement effective. Failure to have an effective registration statement on
the proposed Closing Date shall allow Sellers the right to terminate the
transaction. At Sellers' request, Ashland will use its best efforts to extend
the effective period of the Form S-3 registration statement for an additional
fifteen (15) days provided, however, that Sellers will reimburse Ashland for
all costs associated with such extension.
(6) Closing Date. Subject to having an effective registration statement,
the sale will have an Effective Date of 12:01 a.m. EST on March 1, 1995 and a
Closing Date of March 1, 1995.
(7) Adjustments to Purchase Price. The Definitive Agreement will provide
that the Purchase Price will be adjusted at closing for (i) title defects as
defined in the Definitive Agreement, (ii) the value of Properties rejected as
a result of Ashland's inspection which rejection shall be based upon criteria
set forth in the Definitive Agreement; and (iii) breaches of Sellers'
representations and warranties discovered by Ashland prior to closing. If for
any reason Properties having a value in the aggregate equal to or greater than
25% of the Purchase Price can be excluded from the sale by Ashland pursuant to
its options under the Definitive Agreement, Ashland shall have the further
option to withdraw its offer and terminate the transaction.
(8) Employees and Consultants. Ashland shall have no obligation to
retain Any current or former employees or consultants employed by Sellers.
(9) Indemnification - Pre-Closing Date Liabilities. Sellers shall
indemnify and hold harmless Ashland against all claims and liabilities
arising out of events occurring before the Closing Date. Ashland shall
indemnify and hold harmless Sellers against all claims and liabilities
arising out of events occurring after the Closing Date.
(10) This transaction is intended to be a taxable acquisition of assets.
<PAGE>
Ashland retains the option to terminate the transaction if Ashland determines
that there is a risk of the IRS asserting that the transaction was tax-free.
(11) Upon acceptance of this offer by Sellers and securing necessary
Board of Directors' approval, Ashland and Sellers shall promptly prepare a
mutually acceptable press release and announcement relating to the subject
matter of this transaction. Neither party shall issue such a press release
or announcement without the prior written approval of the other; provided,
however, that any party may make any public disclosure it believes in good
faith is required by law or regulation (in which case the disclosing party
will advise the other party prior to making the disclosure).
(12) Upon acceptance of this offer by Sellers, Ashland and Sellers shall
promptly meet to begin negotiating the Definitive Agreement and will use their
best efforts to execute the Definitive Agreement within fifteen (15) days of
such acceptance. Pending the preparation and execution of the Definitive
Agreement, Sellers, and their representatives and affiliates, will not solicit
from, or negotiate with, any other company or person with respect to the sale
or other disposition of the Properties.
(13) This letter expresses solely the intentions of the parties hereto and
does not constitute a binding agreement on, or create any legal obligation
whatsoever on the part of Sellers or Ashland. Any party may terminate
negotiations at any time without incurring any liability to any other party.
If this offer is acceptable, please so signify by signing in the space
below and returning at least one executed copy of this letter to Ashland at
the address specified. This offer will expire at 3:00 p.m. E.S.T. on January
23, 1995.
Very truly yours,
/s/ G. T. Wilkinson
G. Thomas Wilkinson
Senior Vice President
AGREED TO AND ACCEPTED this
23rd day of January, 1995.
WACO OIL & GAS CO., INC.
By /s/ Ira L. Morris President
/s/ Ira L. Morris
Ira L. Morris, Individually
/s/ Betty Sue Morris
Betty Sue Morris, Individually
<PAGE>
Exhibit 5
February 17, 1995
Ashland Inc.
1000 Ashland Drive
Russell, Kentucky 41169
Dear Sirs:
In connection with the proposed registration under the Securities
Act of 1933, as amended, of 1,312,500 shares of common stock, par value
$1.00 per share (the "Common Stock"), of Ashland Inc., a Kentucky
corporation (the "Company") and related Rights to Purchase Cumulative
Preferred Stock, Series of 1987 (the "Rights"), proposed to be sold by
certain shareholders thereof, I have examined such corporate records and
other documents, including the Registration Statement on Form S-3 dated the
date hereof relating to such shares (the "Registration Statement"), and I
have reviewed such matters of law as I have deemed necessary for this
opinion, and I advise you that in my opinion:
1. The Company is a corporation duly organized and validly existing
under the laws of the Commonwealth of Kentucky.
2. All necessary corporate action on the part of Ashland has been
taken to authorize the registration of the Common Stock and Rights. When
certificates for the Common Stock have been duly executed, countersigned by
a Transfer Agent, registered by a Registrar of Ashland, and paid for in
accordance with applicable law and delivered in accordance with the terms
of the Waco Agreement of Sale and Purchase which is to be filed as an
Exhibit to the Registration Statement, such shares will upon issuance
thereof be validly issued, fully paid and non-assessable, and the Rights,
if issued, will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading "Legal
Matters" in the prospectus constituting a part of the Registration
Statement and to references to me wherever appearing therein.
Very truly yours,
Thomas L. Feazell
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Ashland Inc.
for the registration of 1,312,500 shares of its common stock and to the
incorporation by reference therein of our reports dated November 2, 1994,
with respect to the consolidated financial statements and schedules of
Ashland Inc. (name change from Ashland Oil, Inc.) and subsidiaries,
included in its Annual Report (Form 10-K) for the year ended September 30,
1994 filed with the Securities and Exchange Commission.
Ernst & Young LLP
February 8, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
Directors and Officers of ASHLAND OIL, INC., a Kentucky corporation, which
is about to file a Registration Statement on Form S-3 or Form S-4 for the
registration of up to $43,000,000 of Ashland Common Stock, par value $1.00
per share and Rights attached thereto with the Securities and Exchange
Commission under the provisions of the Securities Exchange Act of 1933, as
amended, hereby constitutes and appoints JOHN R. HALL, PAUL W. CHELLGREN,
THOMAS L. FEAZELL, JAMES G. STEPHENSON and DAVID L. HAUSRATH, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full
power to act without the others, to sign such Registration Statement and
any and all amendments thereof, to affix the corporate seal of Ashland
thereto and to attest said seal, and to file such Registration Statement
and each such amendment and the exhibits thereto and any and all other
documents in connection therewith with the Securities and Exchange
Commission, and to do and perform any and all acts and things requisite and
necessary to be done in connection with the foregoing as fully as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
Dated: January 25, 1995
/s/ John R. Hall /s/ Edmund B. Fitzgerald
- ---------------------------------- ---------------------------------
John R. Hall, Chairman of the Board of Edmund B. Fitzgerald, Director
Directors, Chief Executive Officer and
Director
/s/ Ralph E. Gomory
---------------------------------
/s/ Paul W. Chellgren Ralph E. Gomory, Director
- -----------------------------------
Paul W. Chellgren, President,
Chief Operating Officer and Director /s/ Mannie L. Jackson
---------------------------------
Mannie L. Jackson, Director
/s/ J. Marvin Quin
- -----------------------------------
J. Marvin Quin, Chief Financial /s/ Patrick F. Noonan
Officer and Senior Vice President ---------------------------------
Patrick F. Noonan, Director
/s/ Kenneth L. Aulen /s/ Jane C. Pfeiffer
- ---------------------------------- ---------------------------------
Kenneth L. Aulen, Administrative Vice Jane C. Pfeiffer, Director
President; Controller
/s/ Jack S. Blanton /s/ James R. Rinehart
- ---------------------------------- ---------------------------------
Jack S. Blanton, Director James R. Rinehart, Director
/s/ Thomas E. Bolger
- ---------------------------------- ---------------------------------
Thomas E. Bolger, Director Michael D. Rose, Director
/s/ Samuel C. Butler /s/ William L. Rouse, Jr.
- ---------------------------------- ---------------------------------
Samuel C. Butler, Director William L. Rouse, Jr., Director
/s/ Frank C. Carlucci /s/Robert B. Stobaugh
- ---------------------------------- ---------------------------------
Frank C. Carlucci, Director Robert B. Stobaugh, Director
/s/ James B. Farley /s/ James W. Vandeveer
- ---------------------------------- ---------------------------------
James B. Farley, Director James W. Vandeveer, Director
<PAGE>
CERTIFICATION
The undersigned certifies that he is Secretary of ASHLAND INC.
("ASHLAND"), a Kentucky corporation, and that, as such, he is authorized to
execute this Certificate on behalf of ASHLAND and further certifies that
attached is a true and correct copy of an excerpt from the minutes of a
meeting of the Board of Directors of ASHLAND duly called, convened and held
on January 25, 1995, at which a quorum was present and acting throughout.
IN WITNESS WHEREOF, I have signed and sealed this Certification
this 15th day of February, 1995.
/s/Thomas L. Feazell
-----------------------------------
Thomas L. Feazell, Secretary
(S E A L)
<PAGE>
ACQUISITION OF WACO OIL AND GAS CO., INC.
RESOLVED, that the acquisition by the Corporation of all of the oil and gas
properties owned by Waco Oil and Gas Co., Inc. ("Waco") (except for those
properties located in McDowell County, West Virginia) and those oil and gas
interests owned both individually and jointly by Mr. & Mrs. Ira L. Morris,
for the consideration set forth herein (the "Purchase"), is hereby in all
respects authorized, ratified and approved;
FURTHER RESOLVED, that the total consideration to be paid by the
Corporation for the Purchase (the "Purchase Price") shall not exceed
$43,000,000, which consideration may be paid in cash or a combination of
cash and Common Stock of the Corporation ("Common Stock"), provided that
the maximum number of shares of Common Stock so utilized shall not exceed
1,312,500 and, provided further, that the price of the Common Stock issued
in connection with this transaction shall not be less than $32 per share;
FURTHER RESOLVED, that the Chairman of the Board, any Vice Chairman of the
Board, the President or any Senior or Administrative Vice President of the
Corporation, or the President or any Vice President of Ashland Exploration,
Inc., an indirect, wholly-owned subsidiary of this Corporation (the
"Authorized Officers") be, and each of them hereby is, authorized to
negotiate and enter into a definitive agreement to consummate the Purchase
(the "Agreement"), and to take any and all actions and execute and deliver
any and all documents, certificates, instruments or agreements relating to
the foregoing which any of them deem necessary or appropriate;
FURTHER RESOLVED, that any of the Authorized Officers, the Secretary or any
Assistant Secretary of the Corporation be, and each of them hereby is,
authorized, acting singly, to execute and file with the Securities and
Exchange Commission: (i) a Registration Statement on Form S-3 or any other
appropriate form with respect to the Common Stock to be issued pursuant to
the foregoing resolutions; (ii) an application to register the Common Stock
under the Securities Exchange Act of 1934, as amended; and (iii) such
further amendments thereto as are necessary or desirable;
FURTHER RESOLVED, that for the purpose of any original issue of the
aggregate number of shares of Common Stock authorized by the preceding
resolutions, any transfer agent for Common Stock be, and hereby is,
authorized to countersign as Transfer Agent, when presented to it duly
executed by or on behalf of the Corporation, certificates for shares of the
Common Stock, and to cause such certificates to be registered by any
Registrar for Common Stock and when so countersigned and registered, to
deliver such certificates to or upon the written order of the Authorized
Officers; and further, that said Registrar be, and hereby is, authorized
and directed to register certificates for the aggregate number of shares of
the Common Stock authorized by the preceding resolutions when presented to
it, duly executed on behalf of the Corporation and countersigned by said
Transfer Agent, and thereupon to deliver such certificates, when so
registered, to or upon the order of said Transfer Agent and further, that
the authority of said Transfer Agent and Registrar, respectively, be, and
it
<PAGE>
hereby is, extended to apply to the transfer and registration from time to
time of such shares of Common Stock after the original issue thereof;
FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby
is, authorized to cause the Corporation to make application to the New York
Stock Exchange and the Chicago Stock Exchange for the listing on such
Exchanges, upon official notice of issuance of the Common Stock to be
issued pursuant to the foregoing resolutions; and that the aforesaid
officers of the Corporation be, and each of them hereby is, authorized in
connection with such listing applications to execute in the name or on
behalf of the Corporation and under its corporate seal or otherwise, and to
file or deliver all such applications, statements, certificates,
agreements, and other documents as in their judgment shall be necessary,
proper or advisable to accomplish such listings;
FURTHER RESOLVED, that the Board of Directors of the Corporation hereby
deems that the value of the assets of Waco being acquired by the
Corporation is at least equivalent to the value of the cash and shares of
Common Stock to be delivered or issued in connection with the transaction
contemplated by these resolutions and described in the Agreement;
FURTHER RESOLVED, that in connection with the transaction contemplated
under the Agreement, there may be credited to the Corporation's capital
account, the sum of $1.00 for each share of the Common Stock issued by the
Corporation in the transaction and the transaction shall otherwise be
handled on the books of the Corporation in accordance with the laws of the
Commonwealth of Kentucky and generally accepted accounting principles; and
FURTHER RESOLVED, that the Authorized Officers and counsel for the
Corporation and the Corporation be, and they hereby are, authorized to take
all such further action and to execute all such further instruments and
documents, in the name and on behalf of the Corporation and the Corporation
and under their corporate seals or otherwise, and to pay all such expenses
as in their judgment shall be necessary, proper or advisable in order to
fully carry out the intent and to accomplish the purposes of the foregoing
resolutions and each of them.
