-----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, NstIlFB7c4WmxzUCUhYO71AuvYEjq0EYGIrEGeY4j1ofDRgSuRB6V7jBwAXeBHO2 c+vdKnPkoUqIYDM4+7ewQA== 0000914121-04-000445.txt : 20040322 0000914121-04-000445.hdr.sgml : 20040322 20040322165331 ACCESSION NUMBER: 0000914121-04-000445 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040312 FILED AS OF DATE: 20040322 ISSUER: 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 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 MILACRON INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILACRON HOLDINGS INC DATE OF NAME CHANGE: 19830503 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILLING MACHINE CO DATE OF NAME CHANGE: 19600201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GLENCORE INTERNATIONAL AG CENTRAL INDEX KEY: 0001032383 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08485 FILM NUMBER: 04682899 BUSINESS ADDRESS: STREET 1: BAARERMATTSTRASSE 3 STREET 2: P O BOX 555 CH 6341 BAAR CITY: SWITZERLAND BUSINESS PHONE: 4142227722 MAIL ADDRESS: STREET 1: BAARERMATTSTRASSE 3 STREET 2: P O BOX 555 CH 6341 BAAR CITY: SWITZERLAND 3 1 p688860-form3_ex.xml X0201 3 2004-03-12 0 0000716823 MILACRON INC MZ 0001032383 GLENCORE INTERNATIONAL AG BAARERMATTSTRASSE 3 CH 6341 BAAR SWITZERLAND 0 0 1 0 20% Secured Step-Up Series A Notes due 2007 2 Common Shares 10500000 D Immediately The 20% Secured Step-Up Series A Notes due 2007 ("Series A Notes") are convertible and exchangeable as set forth below. On March 12, 2004, Milacron Inc. ("Milacron") entered into a refinancing transaction pursuant to which, among other things, it issued $21 million in aggregate principal amount of its Series A Notes and $49 million in aggregate principal amount of its 20% Secured Step-Up Series B Notes due 2007 ("Series B Notes") to Glencore Finance AG. The $21 million in aggregate principal amount of Series A Notes is immediately convertible into up to 10,500,000 shares of common stock, par value $1.00 per share, of Milacron ("Common Stock") at a conversion price of $2 per share of Common Stock. If (A) Milacron receives stockholder approval on or before July 29, 2004 with respect to (i) the authorization of additional shares of Common Stock to be issued to Glencore Finance AG and Mizuho International plc and (ii) the issuance of a new series of preferred stock convertible into such Common Stock ("Series B Preferred Stock") (stockholder approval of the actions set forth in clauses (i) and (ii) of this sentence on or before July 29, 2004 is referred to herein as "Stockholder Approval") and (B) either (i) the aggregate principal amount of the 7.625% Guaranteed Bonds due 2005, issued by Milacron Capital Holdings B.V. and guaranteed by Milacron (the "Euro Notes") has been repaid, repurchased, refinanced, redeemed, exchanged or otherwise retired or (ii) sufficient proceeds from a financing have been placed into escrow to repay, repurchase, refinance, redeem, [continued in Footnote 4] [Footnote 3 continued] exchange or otherwise retire the aggregate principal amount of the Euro Notes, subject to release from escrow to Milacron only for the purpose of such repayment, repurchase, refinancing, redemption, exchange or other retirement, then the aggregate principal amount of the Series A Notes, together with all shares of Common Stock issued upon conversion thereof, shall be exchanged for an aggregate of $30 million in liquidation preference of Series B Preferred Stock at an exchange rate of (i) with respect to Series A Notes, $200 per share of Series B Preferred Stock and (ii) with respect to Common Stock, one share of Series B Preferred Stock for each one hundred shares of Common Stock exchanged (the "Series A Exchange Rate"). If Milacron receives Stockholder Approval, then, if the holders of a majority of the then outstanding aggregate principal amount of the Series B Notes make a concurrent similar election with respect to the Series B Notes, the holders of a majority of the then outstanding aggregate principal amount of the Series A Notes may exchange the aggregate principal amount of the Series A Notes, together with all shares of Common Stock outstanding as a result of conversion thereof, for an aggregate of $30 million in liquidation preference of Series B Preferred Stock at the Series A Exchange Rate. The Series B Preferred Stock is convertible into shares of Common Stock at a conversion price of $2 per share of Common Stock. In the event that Milacron does not obtain Stockholder Approval, then (i) the Series A Notes that have not, as of such date, been converted into shares of Common Stock shall not be convertible and shall remain outstanding until March 15, 2007 and (ii) any Common Stock into which the Series A Notes have been converted shall be exchanged for shares of Milacron's Series C Preferred Stock with an aggregate liquidation preference of $2 per share of Common Stock exchanged therefor. The holders of the Series A Notes have the right to appoint or elect a number of directors to the Milacron Board of Directors in proportion to the fully-diluted Common Stock represented by their outstanding Series A Notes (on an as-converted basis), rounded up to the nearest number. Glencore has selected Steven N. Isaacs to be appointed to the Milacron Board of Directors. Reporting Persons 1. Reporting Owner Name/Address: Glencore Finance AG, Baarermattstrasse 3, CH-6341, Baar, Switzerland 2. Relationships: X 10% Owner 1. Reporting Owner Name/Address: Glencore International AG Baarermattstrasse 3, CH-6341, Baar, Switzerland 2. Relationships: X 10% Owner 1. Reporting Owner Name/Address: Glencore Holding AG Baarermattstrasse 3, CH-6341, Baar, Switzerland 2. Relationships: X 10% Owner This report is filed jointly by Glencore Finance AG, Glencore International AG and Glencore Holding AG. Glencore Finance AG, Glencore International AG and Glencore Holding AG are affiliates of each other. Glencore Finance AG, Glencore International AG, Glencore Holding AG, Mizuho International plc and Mizuho Securities Co., Ltd. have jointly filed a Schedule 13D in connection with their beneficial ownership of Milacron Common Stock. Glencore Finance AG, Glencore International AG and Glencore Holding AG disclaim beneficial ownership of any Common Stock that is beneficially owned by Mizuho International plc and Mizuho Securities Co., Ltd. Signing for Glencore Finance AG Name: Steven N. Isaacs Title: Director Signing for Glencore International AG Name: Zbynek E. Zak Title: Director Signing for Glencore Holding AG Name: Willy R. Strothotte Title: Chairman /s/ Steven N. Isaacs 2004-03-22 /s/ Zbynek E. Zak 2004-03-22 /s/ Willy R. Strothotte 2004-03-22 -----END PRIVACY-ENHANCED MESSAGE-----