0000902664-13-003257.txt : 20130920 0000902664-13-003257.hdr.sgml : 20130920 20130920090140 ACCESSION NUMBER: 0000902664-13-003257 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130920 DATE AS OF CHANGE: 20130920 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASHLAND INC. CENTRAL INDEX KEY: 0001305014 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 200865835 STATE OF INCORPORATION: KY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82474 FILM NUMBER: 131106780 BUSINESS ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD., 16TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41012 BUSINESS PHONE: 859-815-3483 MAIL ADDRESS: STREET 1: 50 EAST RIVERCENTER BLVD., 16TH FLOOR CITY: COVINGTON STATE: KY ZIP: 41012 FORMER COMPANY: FORMER CONFORMED NAME: New EXM Inc. DATE OF NAME CHANGE: 20041004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-455-0900 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 p13-1759sc13da.htm ASHLAND INC.

SECURITIES AND EXCHANGE COMMISSION

   
Washington, D.C. 20549  
_______________  
   
SCHEDULE 13D/A
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 

Ashland Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

044209104

(CUSIP Number)
 

Marc Weingarten, Esq.

Eleazer Klein, Esq.

919 Third Avenue
New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

September 18, 2013

(Date of Event which Requires
Filing of this Schedule)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

(Page 1 of 5 Pages)

--------------------------

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
CUSIP No. 044209104SCHEDULE 13D/APage 2 of 5 Pages

 

1

NAME OF REPORTING PERSON

JANA PARTNERS LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

6,503,180

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

6,503,180

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

6,503,180

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)

8.4%

14

TYPE OF REPORTING PERSON*

IA

         

 

 

 
CUSIP No. 044209104SCHEDULE 13D/APage 3 of 5 Pages

 

Item 1. SECURITY AND ISSUER

 

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on April 11, 2013 (the "Original Schedule 13D", and the Original Schedule 13D and this Amendment No. 1, the "Schedule 13D") with respect to the shares ("Shares") of common stock, par value $0.01 per share, of Ashland Inc., a Kentucky corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 3, 5(a), (b) and (c), 6 and 7 as set forth below.

 

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

The 6,503,180 Shares reported herein by the Reporting Person were acquired at an aggregate purchase price of approximately $518.2 million. Such Shares were acquired with investment funds in accounts managed by the Reporting Person.

 

Item 5. INTEREST IN SECURITIES OF THE COMPANY.

 

Item 5(a), (b) and (c) of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 77,357,425 Shares outstanding, which is the total number of Shares outstanding as of June 30, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q filed on August 1, 2013 for the period ended June 30, 2013.

At the close of business on September 19, 2013, the Reporting Person may be deemed to beneficially own 6,503,180 Shares, constituting approximately 8.4% of the Shares outstanding.

(b) The Reporting Person has sole voting and dispositive powers over 6,503,180 Shares, which powers are exercised by the Principal.

(c) Information concerning transactions in the Shares effected by the Reporting Person during the past sixty days is set forth in Exhibit A hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in open market purchases on the New York Stock Exchange through various brokerage entities.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:

None.

 

 
CUSIP No. 044209104SCHEDULE 13D/APage 4 of 5 Pages

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

 

Exhibit A: Transactions in the Shares During the Last 60 Days.
   

 

 
CUSIP No. 044209104SCHEDULE 13D/APage 5 of 5 Pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 20, 2013

 

 

 

 

  JANA PARTNERS LLC
     
     
  By: /s/ Jennifer Fanjiang
  Name:   Jennifer Fanjiang
  Title: General Counsel
   

 

 

EX-99 2 p13-1759exhibit99.htm EXHIBIT A

 

EXHIBIT A

 

 

Transactions in the Issuer During the Last 60 Days

 

The following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Person. All such transactions were effected in the open market through brokers and the price per share is net of commissions.

 

SHARES

 

 

Trade Date Shared Purchased (Sold) Price Per Share ($)
7/24/2013 200 88.62
7/31/2013 (10,395) 86.91
8/1/2013 50,000 87.47
8/2/2013 44,801 87.21
8/14/2013 (982) 90.29
8/21/2013 (483) 87.63
8/28/2013 5,966 86.91
8/29/2013 25,000 87.54
8/29/2013 25,000 87.62
8/30/2013 75,000 86.99
8/30/2013 400 87.06
8/30/2013 25,000 87.19
9/3/2013 125,000 87.50
9/4/2013 11,328 87.87
9/4/2013 27,176 87.89
9/4/2013 25,000 87.91
9/4/2013 (17,801) 87.86
9/11/2013 25,450 88.57

 

  
 

 

9/13/2013 84,800 91.35
9/16/2013 82,300 92.01
9/16/2013 24,600 92.13
9/16/2013 50,000 92.51