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): March 27, 2000
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 June 22, 1999, Ashland, as a shareholder of Arch Coal,
announced that it had retained the investment banking firm of Goldman Sachs
to help Ashland explore strategic alternatives for its investment in Arch
Coal.
On October 5, 1999, Ashland announced that it was making progress
on its study to explore strategic alternatives for its investment in Arch
Coal and that, at that point, a tax-free spin-off to its shareholders
seemed to be its preferred alternative. Ashland also announced that it had
submitted a proposal to Arch Coal and had begun discussions with a special
committee of the Arch Coal Board of Directors regarding such a spin-off
transaction. Such a spin-off would have been subject, among other things,
to a negotiated agreement with the special committee of the Arch Coal Board
of Directors, approval by the Arch Coal shareholders, a favorable ruling
from the Internal Revenue Service, and approval by Ashland's Board of
Directors.
On January 24, 2000, Ashland announced that it was continuing to
pursue spin-off alternatives for its investment in Arch Coal, including
both tax-free and taxable distributions.
On February 24, 2000, Ashland announced that, absent intervening
circumstances or material events, Ashland's management intended to
recommend to its Board of Directors at the next Ashland Board meeting, to
be held on March 16, 2000, a distribution to Ashland's shareholders of
17,397,233 shares of its Arch Coal Common Stock in the form of a taxable
dividend. Ashland also announced that, in anticipation of the taxable
distribution, two of Ashland's four employees currently on the Arch Coal
Board of Directors, Paul W. Chellgren and J. Marvin Quin, will not stand
for re-election to the Arch Coal Board at Arch Coal's upcoming Annual
Meeting on April 20, 2000.
On March 16, 2000, Ashland announced that its Board of Directors
had approved a taxable distribution of 17,397,233 shares of Arch Coal
Common Stock to Ashland's shareholders, and had set a record date of March
24, 2000 for the distribution. Ashland will retain shares of Arch Coal
Common Stock to satisfy any federal tax withholding on the distribution.
Any fractional shares of Arch Coal Common Stock will also be retained by
Ashland with Ashland subsequently distributing the equivalent cash value.
On March 27, 2000, Ashland announced that 17,397,233 shares of
Arch Coal Common Stock had been distributed to Ashland's shareholders and
are being recorded in book-entry form by Arch Coal's transfer agent. Each
share of Ashland Common Stock received 0.246097 shares of Arch Coal Common
Stock. Ashland will retain the
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shares of Arch Coal Common Stock required to satisfy any federal tax
withholding on the distribution and any fractional shares of Arch Coal
Common Stock resulting from the distribution. Brokers and dealers will have
until April 5, 2000 to advise Ashland as to their full and fractional share
requirements. Ashland will subsequently distribute to the Ashland
shareholders $7.1875 per share for any fractional shares of Arch Common
Stock, which was determined to be the value of Arch Common Stock on the
record date. Also on March 27, 2000, Ashland mailed to its shareholders an
information statement in respect of the distribution. Ashland anticipates
that direct registration statements listing the number of shares of Arch
Coal Common Stock received by each Ashland shareholder will be mailed
commencing on or about March 31, 2000 by Arch Coal's transfer agent. The
distribution is a taxable event to Ashland and constitutes dividend income
to Ashland shareholders.
Ashland intends, subject to then-existing market conditions but
within one year, to dispose of its remaining shares of Arch Coal Common
Stock in a transaction or transactions that qualify as a sale for federal
income tax purposes.
The foregoing summary of the attached press release is qualified
in its entirety by the complete text of such document, a copy of which is
attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated March 27, 2000.
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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.
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(Registrant)
Date: March 27, 2000 /s/ David L. Hausrath
-------------------------------
Name: David L. Hausrath
Title: Vice President and
General Counsel
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EXHIBIT INDEX
99.1 Press Release dated March 27, 2000
FOR ADDITIONAL INFORMATION:
Dan Lacy
(606) 815-3148
FOR IMMEDIATE RELEASE
March 27, 2000
Ashland Inc. announces
exact distribution ratio
Covington, Ky. - Ashland Inc. (NYSE: ASH) announced today that the
precise number of Arch Coal, Inc. shares distributed per Ashland share will
be 0.246097. On March 16, the Ashland board of directors approved the
distribution and estimated a distribution ratio of 0.2458 per share. The
distribution of these shares is expected to be completed on March 29.
Fractional shares will be paid in cash.
The last day of trading the "when issued" Ashland shares will be
March 29. Beginning March 30, and thereafter, Ashland will only trade
"ex-distribution", or without the Arch Coal dividend under the ASH ticker
symbol on the New York Stock Exchange.
"We've been a founding majority shareholder of Arch Coal," said
Paul W. Chellgren, Ashland Inc. chairman and chief executive officer. "When
the distribution is completed in the coming days, we are confident that
Arch Coal will continue to deliver an important source of energy for all
Americans and deliver performance for its shareholders," he concluded.
Ashland Inc. ( NYSE: ASH) provides basic industrial materials and
services to customers throughout the world, with a primary focus on
transportation- and construction-related markets. Consumer brands include
Valvoline(R)motor oils, Eagle One(R)appearance products,
Zerex(R)antifreeze, Pyroil(R)Performance Products
(more)
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and Valvoline SynPower(R) automotive chemicals. In addition, Ashland owns
38 percent of Marathon Ashland Petroleum LLC. Ashland's Internet address is
http://www.ashland.com.
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