-----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, WNDgqjW3tpQ8kfZmOQTFSDhuwJ6uYJ8757VXDJGlG19U+3t5w7JTv1wZJ2+1aqaY 54GjW0syTgdiQPg/2R7OuA== 0000716823-03-000013.txt : 20030415 0000716823-03-000013.hdr.sgml : 20030415 20030415133244 ACCESSION NUMBER: 0000716823-03-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030415 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILACRON INC CENTRAL INDEX KEY: 0000716823 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 311062125 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08485 FILM NUMBER: 03650118 BUSINESS ADDRESS: STREET 1: 2090 FLORENCE AVENUE STREET 2: PO BOX 63716 CITY: CINCINNATI STATE: OH ZIP: 45206 BUSINESS PHONE: 5134875000 MAIL ADDRESS: STREET 1: 2090 FLORENCE AVENUE STREET 2: P.O. BOX 63716 CITY: CINCINNATI STATE: OH ZIP: 45206 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILLING MACHINE CO DATE OF NAME CHANGE: 19600201 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILACRON HOLDINGS INC DATE OF NAME CHANGE: 19830503 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILACRON INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 mz8k-041503.htm MILACRON INC FORM 8-K 04/15/2003 Milacron Inc Form 8-K 04/15/03
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): April 15, 2003

MILACRON INC.

(Exact name of registrant as specified in its charter)

DELAWARE        1-8475        31-1062125



(State or other
jurisdiction of
incorporation)
(Commission File
Number)
(IRS Employer
Identification
No.)
2090 Florence Avenue, P.O. Box 63716, Cincinnati, Ohio   45206

       (address of principal executive offices)                              (ZIP Code)


Registrant's telephone number, including area code: (513) 487-5000

ITEM 5. OTHER EVENTS

      On April 15, 2003, Milacron Inc. (the "Registrant") issued a News Release announcing the date of its rescheduled annual meeting of shareholders, the addition to the agenda for such meeting of a proposed amendment to the Registrant's restated certificate of incorporation and announcing that the Geier Family Shareholder Group has informed the Registrant that it is withdrawing the preliminary proxy statement filed on March 24, 2003.

      The News Release of the Registrant dated April 15, 2003, is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c) Exhibits:

Exhibit
No.
Description


99.1 News release of the Registrant dated April 15, 2003.


Signature
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.
Milacron Inc.
Date:   April 15, 2003        By:   /s/Hugh C. O'Donnell
 
        
           Hugh C. O'Donnell
Vice President - General Counsel
and Secretary




EXHIBIT INDEX

Exhibit
No.
Description


99.1 News release of the Registrant dated April 15, 2003.



EX-99 4 mz8k041503-exh991.htm MILACRON INC. FORM 8-K 04/15/2003 EXH 99.1 Exhibit 99.1 Milacron Inc Form 8-K 04/15/03
Exhibit 99.1


Milacron Sets New Date for Annual Meeting and
Proposes to Eliminate "Supervoting" Rights

Geier Family Shareholder Group Withdraws Its Preliminary Proxy

CINCINNATI, OHIO, April 15, 2003 - Milacron Inc. (NYSE: MZ) today announced that the Geier Family Shareholder Group has informed Milacron's board of directors that it is withdrawing the preliminary proxy statement it filed with the Securities and Exchange Commission on March 24, 2003, and that it does not intend to refile.

Milacron's board of directors has rescheduled the annual meeting of shareholders for 9:00 a.m. EDT, Friday, May 23, 2003, in the Cincinnati area. The board has also set April 21, 2003 as the record date for the annual meeting.

The company has filed a preliminary proxy statement with an updated meeting agenda reflecting the board of directors' decision to seek shareholder approval to amend Milacron's certificate of incorporation to eliminate the right of holders of common stock to ten votes per share, depending on the length of time such shares have been held, also known as time-phased "supervoting" rights.

"Restoring the principle of 'one share, one vote' will ensure that all holders of Milacron common stock have a voice in the governance of our company that is proportionate to their economic stake," said Ronald D. Brown, Milacron's chairman and chief executive officer. "Additionally, the elimination of these 'supervoting' rights for holders of common stock will conform our voting structure to current best practices in corporate governance, remove the administrative burdens and added costs these rights create and reduce confusion over the distribution of voting power among our shareholders."

"Shareholder participation in this year's annual meeting is particularly important, given all the extraordinary measures we have taken to position the company to respond to the eventual economic recovery and to create long-term value for all our shareholders," Brown continued.

"Milacron remains firmly committed to building on the progress we made in 2002 to strengthen our competitive position as a premier supplier in plastics technologies while growing our successful industrial fluids business. Our highly skilled and dedicated employees are working hard to create more value for our customers around the globe while striving for operational excellence across every aspect of our business. I am also confident that our successful cost-cutting and restructuring programs will be significant factors in improving operating results as we move forward," Brown concluded.

The forward-looking statements above by their nature involve risks and uncertainties that could significantly impact operations, markets, products and expected results. For further information please refer to the Cautionary Statement included in the company's most recent Annual Report on Form 10-K on file with the Securities and Exchange Commission.

First incorporated in 1884, Milacron is a leading global supplier of plastics-processing technologies and industrial fluids, with 4,000 employees and major manufacturing facilities in North America, Europe and Asia. For further information, visit the company's website at www.milacron.com or call the toll-free investor hot line: 800-909-MILA (800-909-6452).

Important Legal Information

On April 14, 2003, Milacron Inc. ("Milacron") filed a preliminary proxy statement with the Securities and Exchange Commission (the "SEC") in connection with Milacron's annual meeting of shareholders and the matters to be considered at that meeting including the election of the nominees of Milacron to the Milacron Board of Directors (the "Board") and the amendment to Milacron's restated certificate of incorporation proposed by the Board. In addition, Milacron will file a definitive proxy statement, and may file other proxy materials, with the SEC with respect to these matters. Investors and security holders are urged to read the definitive proxy statement and any other proxy materials, when they become available, because they will contain important information concerning Milacron's annual meeting of shareholders, the election of directors and the proposed amendment. Milacron will distribute copies of the definitive proxy statement to shareholders seeking their approval of Milacron's nominees for election to the Board and of the proposed amendment. Investors and security holders may obtain a free copy of the definitive proxy statement, when it becomes available, and other documents filed with, or furnished to, the SEC by Milacron at the SEC's website at www.sec.gov. Copies of the definitive proxy statement, when it becomes available, may also be obtained for free from Milacron by directing a request to Innisfree M&A Incorporated at (877) 825-8631 (toll free). Banks and brokers call (212) 750-5833 (collect). Copies of other documents filed with, or furnished to, the SEC by Milacron may also be obtained for free from Milacron at the company's website, www.milacron.com, or by directing a request to Al Beaupré at (513) 487-5918.

Certain Information Concerning Participants

Detailed information regarding the names, affiliations and interests of individuals who may be deemed "participants" in Milacron's solicitation of proxies from Milacron shareholders in connection with the annual meeting of shareholders and the matters to be considered at that meeting including the election of the nominees to the Board and the amendment to the company's restated certificate of incorporation proposed by the Board is available in the preliminary proxy statement on Schedule 14A filed by Milacron with the SEC on April 14, 2003.

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