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): September 24, 1999
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 (606) 815-3333
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Item 5. Other Events
On September 27, 1999, Ashland Inc. announced that it has increased
its existing unsolicited tender offer to purchase all outstanding shares of
Superfos a/s to DKK 160 per share. The new tender offer expires October 11,
1999. The Board of Directors of Superfos has recommended the increased
offer to its shareholders.
On September 24, 1999, Ashland announced that it had entered into a
conditional agreement with the European private equity fund, Industri
Kapital, to sell to Industri Kapital the businesses of Superfos that are
not related to Superfos' U.S. construction business. The agreement is,
among other things, conditional upon the successful completion of Ashland's
tender offer for Superfos.
In a September 28, 1999 press release, Ashland estimated that its
portion of the purchase price of Superfos would be about 55 to 60 percent
of the enterprise value of Superfos. As of June 30, 1999, the enterprise
value, including debt, of Superfos was approximately $877 million, subject
to adjustment.
The foregoing summary of the attached press releases is qualified in
its entirety by the complete text of such documents, copies of which are
attached hereto as Exhibit 99.1, 99.2 and 99.3.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated September 24, 1999.
99.2 Press Release dated September 27, 1999.
99.3 Press Release dated September 28, 1999.
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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.
ASHLAND INC.
----------------------------
(Registrant)
Date: September 29, 1999 /s/ David L. Hausrath
-------------------------------
Name: David L. Hausrath
Title: Vice President and
General Counsel
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Exhibit Index
Exhibit No.
99.1 Press Release dated September 24, 1999.
99.2 Press Release dated September 27, 1999.
99.3 Press Release dated September 28, 1999.
Exhibit 99.1
FOR ADDITIONAL INFORMATION:
Stan Lampe
(606) 815-4061
FOR IMMEDIATE RELEASE
September 24, 1999
Ashland Inc. and Industri Kapital
to cooperate in Superfos bid
Covington, Ky. -- On Sept. 22, Ashland Inc. (NYSE: ASH) announced its
intention to increase its tender offer to the shareholders of Superfos to
DKK 160 per share, on the condition that such an increased offer was
recommended by the board of directors of Superfos.
Ashland Inc. has entered into a conditional agreement with the
European private equity fund, Industri Kapital. The agreement is, among
other things, conditional upon Ashland Inc. acquiring Superfos through the
increased offer, which is expected to be issued on Sept. 27. According to
the agreement, Ashland will sell to Industri Kapital the parts of Superfos
that are not related to the U.S. construction business. In accordance with
its business strategy, Industri Kapital intends to further develop the
other parts of Superfos.
Industri Kapital is one of Europe's leading private equity funds, with
more than one billion Euro under management from nordic and international
investors, including Unibank, Ratos, Citicorp, Norsk Hydro, Orkla, and
Shell. Since its founding ten years ago, Industri Kapital has made 31
investments, including investments in Hjem-Is Europea A/S, Crisplant
Industries A/S, and Fona Gruppen A/S.
Ashland Inc. (NYSE:ASH) is a diversified company with wholly owned
operations in distribution, specialty chemicals, motor oil and car care
products, and highway construction. Ashland Distribution Company is the
largest distributor of chemicals, plastics and fiber
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reinforcements in North America, a leading distributor of fine ingredients
in North America, and a leading Pan-European distributor of plastics.
Ashland Specialty Chemical Company is a leading, worldwide supplier of
specialty chemicals. Valvoline's major consumer brands include Valvoline(R)
motor oils, Eagle One(R) appearance products, Zerex(R) antifreeze,
Pyroil(R) Performance Products and Valvoline SynPower(R) automotive
chemicals. APAC is the nation's largest highway contractor with operations
in 14 southern and midwestern states. Ashland also has a 38-percent equity
interest in Marathon Ashland Petroleum LLC and a 58-percent equity interest
in Arch Coal, Inc. (NYSE:ACI). Ashland's Internet address is
http://www.ashland.com.
Exhibit 99.2
FOR ADDITIONAL INFORMATION:
Stan Lampe
(606) 815-4061
FOR IMMEDIATE RELEASE
September 27, 1999
Ashland Inc. amends tender
offer in Superfos bid
Covington, Ky. -- Ashland Inc. (NYSE: ASH) has today submitted an increased
and amended tender offer to the Copenhagen Stock Exchange which increases
its offering price to DKK 160 per share. The new tender offer expires Oct.
11, 1999.
Previously, the bid had been set at DKK 150.18 per share.
On Sept. 22, Ashland Inc. announced its intention to increase the
tender offer to the shareholders of Superfos to DKK 160 per share, on the
condition that such an increased tender offer was recommended for approval
by the board of directors of Superfos.
On Sept. 24, Ashland Inc. announced that it had entered into a
conditional agreement with the European private equity fund, Industri
Kapital. The agreement is, among other things, conditional upon Ashland
Inc. acquiring Superfos through the increased offer. According to the
agreement, Industri Kaptial will purchase and manage the parts of Superfos
that are not related to the US construction business. Industri Kapital is
one of Europe's leading private equity funds, with more than one billion
Euro under management from nordic and international investors, including
Unibank, Ratos, Citicorp, Norsk Hydro, Orkla and Shell. Since its founding
ten years ago, Industri Kapital has made 31 investments, including
investments in Hjem-Is Europea A/S, Crisplant Industries A/s, and Fona
Gruppen A/S.
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"Our agreement with Industri Kapital for the remainder of the Superfos
business should reduce potential uncertainty for all concerned," said
Ashland Inc. Senior Vice President James R. Boyd, "Further, we believe that
the decision of the Superfos board to recommend this new tender offer to
their shareholders marks a major step forward toward the conclusion of this
deal," he concluded.
Ashland Inc. (NYSE:ASH) is a diversified company with wholly owned
operations in distribution, specialty chemicals, motor oil and car care
products, and highway construction. Ashland Distribution Company is the
largest distributor of chemicals, plastics and fiber reinforcements in
North America, a leading distributor of fine ingredients in North America,
and a leading Pan-European distributor of plastics. Ashland Specialty
Chemical Company is a leading, worldwide supplier of specialty chemicals.
Valvoline's major consumer brands include Valvoline(R) motor oils, Eagle
One(R) appearance products, Zerex(R) antifreeze, Pyroil(R) Performance
Products and Valvoline SynPower(R) automotive chemicals. APAC is the
nation's largest highway contractor with operations in 14 southern and
midwestern states. Ashland also has a 38-percent equity interest in
Marathon Ashland Petroleum LLC and a 58-percent equity interest in Arch
Coal, Inc. (NYSE:ACI). Ashland's Internet address is
http://www.ashland.com.
Exhibit 99.3
FOR ADDITIONAL INFORMATION:
Stan Lampe
(606) 815-4061
FOR IMMEDIATE RELEASE
September 28, 1999
Ashland Inc. CEO reports on status
of Superfos bid; quantifies Ashland
investment
Covington, Ky. -- In a telephone conference call with financial analysts,
Ashland Inc. (NYSE:ASH) Chairman and Chief Executive Officer Paul W.
Chellgren today estimated that Ashland's portion of the purchase price of
Superfos would be about 55 percent to 60 percent of the enterprise value of
the Copenhagen-based company. As of June 30, the enterprise value,
including debt, of Superfos was approximately $877 million, and is subject
to adjustments.
On Sept. 27, Ashland Inc. filed an amended tender offer for all the
shares of Superfos to increase the offering price to DKK 160 per share. The
tender offer expires on Oct. 11, and is conditioned on acceptance of the
tender offer by shareholders representing 90 percent of the shares, and no
material change in the business prior to closing. "Let me be clear, our
best and final price is on the table," Chellgren told the analysts.
"When the dust settles, we expect about 55 percent to 60 percent of
the enterprise value to be borne by Ashland, with the remaining portion
being borne by Industri Kapital, a European private equity fund with
offices in Stockholm and London," Chellgren said. Ashland has announced
previously that Industri Kapital had entered into a conditional agreement
to purchase Superfos from Ashland and sell Ashland the U.S. road
construction assets of
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Superfos, which operate in five states, Kansas, Oklahoma, Alabama, Georgia
and Florida. The Ashland Inc. road building unit, APAC, also operates in
these states.
"Assuming that we receive 90 percent of the shares tendered on or
before Oct. 11, we would expect to be able to purchase Superfos stock about
Oct. 20, and close our transaction with Industri Kapital by the end of the
calendar year, subject to approval of governmental authorities," Chellgren
concluded.
The company estimated potential annual revenue in the year 2000 from
the Superfos road construction operations in the range of $625 million to
$650 million, and a gross cash flow of approximately 12 percent of revenue.
Ashland Inc. (NYSE:ASH) is a diversified company with wholly owned
operations in distribution, specialty chemicals, motor oil and car care
products, and highway construction. Ashland Distribution Company is the
largest distributor of chemicals, plastics and fiber reinforcements in
North America, a leading distributor of fine ingredients in North America,
and a leading Pan-European distributor of plastics. Ashland Specialty
Chemical Company is a leading, worldwide supplier of specialty chemicals.
Valvoline's major consumer brands include Valvoline(R) motor oils, Eagle
One(R) appearance products, Zerex(R) antifreeze, Pyroil(R) Performance
Products and Valvoline SynPower(R) automotive chemicals. APAC is the
nation's largest highway contractor with operations in 14 southern and
midwestern states. Ashland also has a 38-percent equity interest in
Marathon Ashland Petroleum LLC and a 58-percent equity interest in Arch
Coal, Inc. (NYSE:ACI). Ashland's Internet address is
http://www.ashland.com.
