SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GLENCORE INTERNATIONAL AG (Last) (First) (Middle) BAARERMATTSTRASSE 3 CH 6341 BAAR (Street) SWITZERLAND (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/12/2004	3. Issuer Name and Ticker or Trading Symbol MILACRON INC [ MZ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
20% Secured Step-Up Series A Notes due 2007	(1)	(2)	Common Shares	10,500,000(3)(4)(5)(6)(7)(8)(9)(10)	$2	D

Explanation of Responses:

1. Immediately

2. The 20% Secured Step-Up Series A Notes due 2007 ("Series A Notes") are convertible and exchangeable as set forth below.

3. 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.

4. 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]

5. [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").

6. 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.

7. 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.

8. 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.

9. 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

10. 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.

Remarks:

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	03/22/2004
	/s/ Zbynek E. Zak	03/22/2004
	/s/ Willy R. Strothotte	03/22/2004
	** Signature of Reporting Person	Date
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