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: January 28, 1997 Date of earliest event reported: January 27, 1997 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.) 1000 Ashland Drive, Russell, Kentucky 41169 (Address of principal executive offices) (Zip Code) P.O. Box 391, Ashland, Kentucky 41114 (Mailing Address) (Zip Code) Registrant's telephone number, including area code (606) 329-3333 Item 5. Other Events On January 27, 1997, the Boards of Directors of Ashland Coal, Inc. and Arch Mineral Corporation jointly announced that they had approved an agreement in principal calling for a combination of the two companies. According to the announcement, the exchange ratio to be used for the transaction would result in former Ashland Coal and Arch Mineral shareholders holding 48 percent and 52 percent of the combined company, respectively. Further terms and conditions of the transaction are being negotiated. The announcement also states that the consummation of the transaction is conditioned upon the negotiation and execution of definitive agreements between the parties, all necessary governmental and regulatory consents and approval by the shareholders of both corporations. The foregoing summary of the attached press releases is qualified in its entirety by the complete text of both documents, a copy of which are attached hereto. Item 7. Financial Statements and Exhibits (c) Exhibits 99 Press Release 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: January 28, 1997 /s/ James G. Stephenson ----------------------------------- Name: James G. Stephenson Title: Vice President - Law Exhibit Index Exhibit No. Page No. 99 Press Release of Ashland Coal, Inc. 5 dated January 27, 1997 99 Press Release of Arch Mineral 6 Corporation dated January 27, 1997