UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 15, 2005
ASHLAND INC.
(Exact name of registrant as specified in its charter)
Kentucky
(State or other jurisdiction of incorporation)
1-32532 20-0865835
(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 (859) 815-3333
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 2230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
(b) On September 15, 2005, Garry M. Higdem resigned as Senior Vice
President of Ashland Inc. ("Ashland") and President of Ashland Paving And
Construction ("APAC"), a subsidiary of Ashland, to attend to a serious
family health matter.
(c) On September 15, 2005, Ashland's Board of Directors appointed
R. Kirk Randolph a Vice President of Ashland and President of APAC. Mr.
Randolph, age 42, most recently served as the Vice President, Design/Build
for APAC. From January 2002 through October 2004 he served as Vice
President of Operations Support for APAC. From January 2000 through January
of 2002, he served as a Regional Vice President of APAC.
Mr. Randolph will enter into an employment agreement with Ashland
that provides, in the event that his employment is terminated without
cause, he will be entitled to receive payment of his salary for a period of
two years after termination of his employment. If Mr. Randolph is
terminated without cause, or if he resigns for good reason, within two
years after a change in control of Ashland, he would receive a payment
equal to three times the highest of his annual compensation, including
incentive compensation, during the prior three fiscal years preceding the
change in control. In addition, certain benefits would continue for periods
up to three years, depending on the benefit. The terms "cause," "good
reason" and "change in control" are defined in the agreement. Certain other
executives of Ashland have employment agreements with Ashland containing
these same terms. A form of the Ashland Inc. Executive Employment Contract
is filed as Exhibit 10.6 to Ashland's Form 10-K for the fiscal year ended
September 30, 2002, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10 - Form of Ashland Inc. Executive Employment Contract
between Ashland Inc. and certain executives of Ashland
(filed as Exhibit 10.6 to Ashland's annual report on Form
10-K for the fiscal year ended September 30, 2002, and
incorporated herein by reference).
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: September 19, 2005 /s/ David L. Hausrath
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Name: David L. Hausrath
Title: Senior Vice President,
General Counsel
and Secretary
Exhibit Index
10 - Form of Ashland Inc. Executive Employment Contract
between Ashland Inc. and certain executives of Ashland
(filed as Exhibit 10.6 to Ashland's annual report on Form
10-K for the fiscal year ended September 30, 2002, and
incorporated herein by reference).