-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F4mTXkdGZq1yf+3oCQDNd+vOM5IH9a2yIj0QFC4R00qJ0N1/CMm9GEnUaasOyfzR JIdHI8IFpt3jzYxURnxmqg== 0000919574-08-003491.txt : 20080527 0000919574-08-003491.hdr.sgml : 20080526 20080527171112 ACCESSION NUMBER: 0000919574-08-003491 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080522 FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HMC - NEW YORK, INC. CENTRAL INDEX KEY: 0001371519 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32532 FILM NUMBER: 08861431 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC CENTRAL INDEX KEY: 0001371518 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32532 FILM NUMBER: 08861432 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HMC INVESTORS, L.L.C. CENTRAL INDEX KEY: 0001233566 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32532 FILM NUMBER: 08861434 BUSINESS ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 FORMER NAME: FORMER CONFORMED NAME: HMC INVESTORS LLC DATE OF NAME CHANGE: 20030516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. CENTRAL INDEX KEY: 0001224055 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32532 FILM NUMBER: 08861435 BUSINESS ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: 2100 THIRD AVENUE NORTH STREET 2: SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 FORMER NAME: FORMER CONFORMED NAME: HMC DISTRESSED INVESTMENT OFFSHORE MANAGER LLC DATE OF NAME CHANGE: 20030321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. CENTRAL INDEX KEY: 0001371517 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32532 FILM NUMBER: 08861433 BUSINESS ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-6970 MAIL ADDRESS: STREET 1: 555 MADISON AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: HARBINGER CAPITAL PARTNERS SITUATIONS FUND, L.P. DATE OF NAME CHANGE: 20060803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32532 FILM NUMBER: 08861436 BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 3 1 p886448_ex.xml X0202 3 2008-05-22 0 0001305014 ASHLAND INC. ASH 0001233563 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. C/O INTERNATIONAL FUND SERVICES LIMITED THIRD FL, BISHOP'S SQUARE REDMOND'S HILL DUBLIN L2 00000 IRELAND 0 0 1 1 * See Remarks 0001224055 HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM AL 35203 0 0 1 1 * See Remarks 0001233566 HMC INVESTORS, L.L.C. 2100 THIRD AVENUE NORTH SUITE 600 BIRMINGHAM AL 35203 0 0 1 1 * See Remarks 0001371517 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 * See Remarks 0001371518 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 * See Remarks 0001371519 HMC - NEW YORK, INC. 555 MADISON AVENUE 16TH FLOOR NEW YORK NY 10022 0 0 1 1 * See Remarks Common Stock 5871426 D Common Stock 1273574 D Equity Swap Common Stock 43333 D Equity Swap Common Stock 66934 D Equity Swap Common Stock 86333 D Equity Swap Common Stock 85134 D Equity Swap Common Stock 166666 D Equity Swap Common Stock 166667 D Equity Swap Common Stock 65200 D Equity Swap Common Stock 96867 D Equity Swap Common Stock 21667 D Equity Swap Common Stock 33466 D Equity Swap Common Stock 43167 D Equity Swap Common Stock 42566 D Equity Swap Common Stock 83334 D Equity Swap Common Stock 83333 D Equity Swap Common Stock 32600 D Equity Swap Common Stock 48433 D IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS. These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person. These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Philip Falcone, a member of HMC Investors and the portfolio manager of the Master Fund, Raymond J. Harbert, a member of HMC Investors, and Michael D. Luce, a member of HMC Investors. Philip Falcone, Raymond J. Harbert and Michael D. Luce previously reported their beneficial ownership on a Form 3 filed on April 18, 2008. Each Reporting Person listed in Footnotes 2 and 3 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"), which is a Reporting Person. These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), HMC-New York, Inc. ("HMCNY"), Harbert Management Corporation ("HMC"), Philip Falcone, Raymond J. Harbert and Michael Luce. HCPSS is the general partner of the Special Situations Fund. HMCNY is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. HMC, Philip Falcone, Raymond J. Harbert and Michael D. Luce previously reported their beneficial ownership on a Form 3 filed on April 18, 2008. Each Reporting Person listed in Footnotes 5 and 6 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Master Fund entered into eight equity swap transactions with Deutsche Bank ("DB") effective on December 28, 2007, December 31, 2007, January 2, 2008, January 3, 2008, January 10, 2008, January 11, 2008, January 14, 2008 and January 15, 2008, respectively, under which DB agreed to pay the Master Fund an amount equal to the total return of 43,333, 66,934, 86,333, 85,134, 166,666, 166,667, 65,200 and 96,867 notional shares, respectively, above or below an initial reference price of US$47.0944, US$47.5309, US$47.3103, US$46.4377, US$45.3348, US$45.0690, US$45.2211 and US$45.0517, respectively, per share upon close-out of any transaction. The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Master Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transactions. Each equity swap transaction may be closed out by the Master Fund at any time. The Special Situations Fund entered into eight equity swap transactions with DB effective on December 28, 2007, December 31, 2007, January 2, 2008, January 3, 2008, January 10, 2008, January 11, 2008, January 14, 2008 and January 15, 2008, respectively, under which DB agreed to pay the Special Situations Fund an amount equal to the total return of 21,667, 33,466, 43,167, 42,566, 83,334, 83,333, 32,600 and 48,433 notional shares, respectively, above or below an initial reference price of US$47.0944, US$47.5309, US$47.3103, US$46.4377, US$45.3348, US$45.0690, US$45.2211 and US$45.0517, respectively, per share upon close-out of any transaction. The equity swap transactions do not contemplate interim payments of appreciation or depreciation of the shares, and the Special Situations Fund is not entitled to any dividends on the shares or equivalent thereof. All balances will be cash settled, and neither party shall acquire any ownership interest, voting or similar rights, or dispositive power over any Share under the equity swap transactions. Each equity swap transaction may be closed out by the Special Situations Fund at any time. (+) The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person. Harbinger Capital Partners Master Fund I, Ltd., By: Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr. 2008-05-27 Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr. 2008-05-27 HMC Investors, L.L.C., By: /s/ William R. Lucas, Jr. 2008-05-27 Harbinger Capital Partners Special Situations Fund, L.P., By: Harbinger Capital Partners Special Situations GP, LLC; by: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr. 2008-05-27 Harbinger Capital Partners Special Situations GP, LLC, By: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr. 2008-05-27 HMC-New York, Inc., By: /s/ William R. Lucas, Jr. 2008-05-27 -----END PRIVACY-ENHANCED MESSAGE-----