As filed with the Securities and Exchange Commission on July 24, 1998
Registration No. 333-48267
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
to
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:
SUSAN WEBSTER, 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 to be
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]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ____
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ____
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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 (2)
- ------------------------------ -------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock
(par value $1.00 per share)
and Rights attached thereto 482,575 $56.4375 $27,235,327 $8,034.42
============================== ==================== ==================== ==================== ====================
</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 March 13, 1998.
(2) Previously paid.
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<PAGE>
INTRODUCTORY NOTE
This Post-Effective Amendment No. 1 is being filed in order to
remove from registration 420,000 shares of Ashland Common Stock, par
value $1.00 per share, which remain unsold at the termination of the
offering described in the related Prospectus.
II-1
<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
Post-Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Russell and Commonwealth of Kentucky on July 24, 1998.
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
Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities indicated on
July 24, 1998.
Signature Title
Paul W. Chellgren* Chairman of the Board and Chief Executive Officer
- ----------------------------
J. Marvin Quin* Senior Vice President and Chief Financial Officer
- ----------------------------
Kenneth L. Aulen* Administrative Vice President, Controller and
- ---------------------------- Principal Accounting Officer
Samuel C. Butler* Director
- ----------------------------
Frank C. Carlucci* Director
- ----------------------------
James B. Farley* Director
- ----------------------------
Mannie L. Jackson* Director
- ----------------------------
Patrick F. Noonan* Director
- ----------------------------
Jane C. Pfeiffer* Director
- ----------------------------
Michael D. Rose* Director
- ----------------------------
William L. Rouse, Jr.* Director
- ----------------------------
* By: /s/ Thomas L. Feazell
--------------------------
Thomas L. Feazell
Attorney-in-fact
July 24, 1998
* Original powers of attorney authorizing Paul W. Chellgren, Thomas
L. Feazell, 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.
