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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997 Commission
file number 1-2918
ASHLAND INC.
(a Kentucky corporation)
I.R.S. No. 61-0122250
1000 Ashland Drive
Russell, Kentucky 41169
Telephone Number: (606) 329-3333
Securities Registered Pursuant to Section 12(b):
Name of each exchange
Title of each class on which registered
Common Stock, par value $1.00 per share New York Stock Exchange
and Chicago Stock Exchange
Rights to Purchase Series A Participating New York Stock Exchange
Cumulative Preferred Stock and Chicago Stock Exchange
Securities Registered Pursuant to Section 12(g): None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes[X] No
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ]
At October 31, 1997, based on the New York Stock Exchange closing
price, the aggregate market value of voting stock held by
non-affiliates of the Registrant was approximately $3,174,811,812. In
determining this amount, Ashland Inc. has assumed that directors,
certain of its executive officers, and persons known to it to be the
beneficial owners of more than five percent of its common stock are
affiliates. Such assumption shall not be deemed conclusive for any
other purpose.
At October 31, 1997, there were 75,019,275 shares of Registrant's
common stock outstanding.
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EXPLANATORY NOTE
This amendment to the Annual Report on Form 10-K for the fiscal
year ended September 30, 1997 (the "10-K") of Ashland Inc. ("Ashland" or
the "Company") is being filed by Ashland in order to amend the last
paragraph of Note L to the Consolidated Financial Statements for Ashland
and its subsidiaries, incorporated in the 10-K by reference to sections of
Ashland's Annual Report to Shareholders for the fiscal year ended September
30, 1997. In accordance with Rule 12b-15 under the Securities Exchange Act
of 1934, as amended, the text of the amended item is set forth in its
entirety in the page attached hereto.
A new consent of Ernst & Young, independent auditors for the
Company, is being filed as an exhibit hereto.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report
(1) and (2) Financial Statements and Financial Schedule
Note L - Litigation, Claims and Contingencies
Ashland is subject to various federal, state and local
environmental laws and regulations that require remediation
efforts at multiple locations, including operating facilities,
previously owned or operated facilities, and Superfund or other
waste sites. Consistent with its accounting policy for
environmental costs, Ashland's reserves for environmental
assessments and remediation efforts amounted to $150 million at
September 30, 1997, and $173 million at September 30, 1996. Such
amounts reflect Ashland's most likely estimates of the costs which
will be incurred over an extended period to remediate identified
environmental conditions for which costs are reasonably estimable.
Environmental reserves are subject to considerable uncertainties
that affect Ashland's ability to estimate its share of the
ultimate costs of required remediation efforts. Such uncertainties
involve the nature and extent of contamination at each site, the
extent of required cleanup efforts under existing environmental
regulations, widely varying costs of alternate cleanup methods,
changes in environmental regulations, the potential effect of
continuing improvements in remediation technology, and the number
and financial strength of other potentially responsible parties at
multiparty sites.
During 1997, the U.S. Environmental Protection Agency (EPA)
completed comprehensive inspections of compliance with federal
environmental laws and regulations at Ashland's three refineries.
Ashland continues to cooperate and hold discussions with the EPA
concerning these inspections, as well as what additional
remediation actions may be required or costs may be incurred.
In addition to environmental matters, Ashland and its subsidiaries
are parties to numerous claims and lawsuits, some of which are for
substantial amounts. While these actions are being contested, the
outcome of individual matters is not predictable with assurance.
Ashland does not believe that any liability resulting from these
matters, after taking into consideration its insurance coverages
and amounts already provided for, will have a material adverse
effect on its consolidated financial position, cash flows or
liquidity. However, such matters could have a material effect on
results of operations in a particular quarter or fiscal year as
they develop or as new issues are identified.
(3) Exhibits Required by Item 601 of Regulation S-K
23 - Consent of independent auditors.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
ASHLAND INC.
By: /s/ Thomas L. Feazell
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Thomas L. Feazell
Senior Vice President, General
Counsel and Secretary
Dated: May 1, 1998
EXHIBIT INDEX
Exhibit No. Description
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3 By-Laws of the Registrant, as amended
23 Consent of Ernst & Young LLP.