-----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, Aq7fYeuzE1gjuoXyBLFTg65S4HDuO7sDfB4t6I1V2Iip2IM0HTJJ8rlTdJbBIMUu FUEhCkCKPdXFpkSrzbao0g== 0000950157-96-000209.txt : 19960813 0000950157-96-000209.hdr.sgml : 19960813 ACCESSION NUMBER: 0000950157-96-000209 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960126 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960812 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINCINNATI MILACRON INC /DE/ CENTRAL INDEX KEY: 0000716823 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 311062125 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08485 FILM NUMBER: 96608898 BUSINESS ADDRESS: STREET 1: 4701 MARBURG AVE CITY: CINCINNATI STATE: OH ZIP: 45209 BUSINESS PHONE: 5138418100 MAIL ADDRESS: STREET 1: 4701 MARBURG AVE CITY: CINCINNATI STATE: OH ZIP: 45209 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 8-K/A 1 AMENDMENT NO. 2 TO CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) January 26, 1996 ---------------- CINCINNATI MILACRON INC. -------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 1-8475 31-1062125 - ---------------- ---------------- ------------------- (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification No.) incorporation) 4701 Marburg Avenue, Cincinnati, Ohio 45209 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (513) 841-8100 -------------- NONE - --------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets The following information is intended to supplement the information disclosed in Item 2 of (i) the Form 8-K filed on February 12, 1996 and (ii) the Form 8-K/A filed on April 4, 1996 (together with (i) above, the "Form 8-K"). Capitalized terms used and not defined herein have the meanings assigned to them in the Form 8-K. On July 29, 1996, the parties (or their successors, as applicable) to the Purchase Agreement executed Amendment No. 1 to the Purchase Agreement (the "Amendment") which resulted in an adjustment to the purchase price paid by Registrant and its subsidiaries for the Business from $245,376,555 to $245,622,444. The Amendment required (i) the replacement of the 8% promissory note dated January 26, 1996, secured by a letter of credit, issued by the Registrant to VSI Corporation in the principal amount of $166 million with a 6.5% promissory note dated as of January 26, 1996, secured by a letter of credit, issued by the Registrant to VSI Corporation in the principal amount of $166 million (the "6.5% Secured Note"), (ii) the replacement of the 8% unsecured promissory note dated January 26, 1996 issued by the Registrant to VSI Corporation in the principal amount of $5,376,555 with a 6.5% unsecured promissory note dated as of January 26, 1996 issued by the Registrant to VSI Corporation in the principal amount of $4,331,000 (the "6.5% Unsecured Note") and (iii) an additional cash payment by the Registrant to VSI Corporation in the amount of $1,291,444 (the "Additional Cash Payment"). The principal amount of the 6.5% Unsecured Note was reduced from $5,376,555 to $4,331,000 pursuant to an audit of the closing date balance sheet of the Business in accordance with the Purchase Agreement. As permitted by the notes, the Registrant subsequently prepaid all amounts owed with respect to the 6.5% Secured Note and the 6.5% Unsecured Note. In order to pay amounts owed in connection with the 6.5% Secured Note, the 6.5% Unsecured Note and the Additional Cash Payment, the Registrant (i) borrowed approximately $21,000,000 under its existing credit facilities and (ii) obtained the balance owed from its cash on hand, arising principally from the proceeds of its recent public offering of common stock. Item 7. Financial Statements and Pro Forma Financial Information The required financial statements and pro forma financial information was included in the Form 8-K/A filed on April 4, 1996. Exhibits The following Exhibits are included with this Form 8-K/A. Exhibit Number Description of Exhibit ------- ---------------------- 2.1 Asset Purchase Agreement dated as of January 23, 1996, between Cincinnati Milacron Inc., a Delaware corporation, The Fairchild Corporation, a Delaware corporation, RHI Holdings, Inc., a Delaware corporation, and the Designated Purchasers and Sellers named therein. (Schedules and Exhibits have been omitted pursuant to Rule 6.01(b)(2) of Regulation S-K. Such Schedules are listed and described in the Asset Purchase Agreement. The Registrant hereby agrees to furnish to the Securities and Exchange Commission, upon its request, any or all such omitted Schedules and Exhibits.)* 2.2 Amendment No.1 to the Asset Purchase Agreement dated as of July 29, 1996, between Cincinnati Milacron Inc., D-M-E Company, D-M-E UK Limited (formerly known as Chartretail Limited), D-M-E Belgium N.V., DME Normalien GmbH (formerly known as Cincinnati Milacron Kunstoffmaschinen Vertriebsund Service GmbH), The Fairchild Corporation, RHI Holdings, Inc., Fairchild Holding Corp. (as successor to VSI Corporation), Fairchild Convac GmbH (formerly known as D-M-E Normalien GmbH) and JJS Limited (formerly known as D-M-E Europe (UK) Limited). (Exhibits have been omitted pursuant to Rule 6.01(b)(2) of Regulation S-K. Such Exhibits are listed and described in the Amendment No. 1. The Registrant hereby agrees to furnish to the Securities and Exchange Commission, upon its request, any or all such omitted Exhibits.) 99.1 Press release of the Registrant dated January 26, 1996* -------- * Previously filed. SIGNATURES ---------- 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 hereunto duly authorized. Date: August 12, 1996 CINCINNATI MILACRON INC. By: /s/ Ronald D. Brown ------------------------ Ronald D. Brown Vice President - Finance Exhibit Index ------------- Exhibit Sequential Number Description of Exhibit Page Number - ------- ---------------------- ----------- 2.1 Asset Purchase Agreement dated as of January 23, 1996, between Cincinnati Milacron Inc., a Delaware corporation, The Fairchild Corporation, a Delaware corporation, RHI Holdings, Inc., a Delaware corporation, and the Designated Purchasers and Sellers named therein. (Schedules and Exhibits have been omitted pursuant to Rule 6.01(b)(2) of Regulation S-K. Such Schedules are listed and described in the Asset Purchase Agreement. The Registrant hereby agrees to furnish to the Securities and Exchange Commission, upon its request, any or all such omitted Schedules and Exhibits.)* 2.2 Amendment No.1 to the Asset Purchase Agreement dated as of July 29, 1996, between Cincinnati Milacron Inc., D-M-E Company, D-M-E UK Limited (formerly known as Chartretail Limited), D-M-E Belgium N.V., DME Normalien GmbH (formerly known as Cincinnati Milacron Kunstoffmaschinen Vertriebsund Service GmbH), The Fairchild Corporation, RHI Holdings, Inc., Fairchild Holding Corp. (as successor to VSI Corporation), Fairchild Convac GmbH (formerly known as D-M-E Normalien GmbH) and JJS Limited (formerly known as D-M-E Europe (UK) Limited). (Exhibits have been omitted pursuant to Rule 6.01(b)(2) of Regulation S-K. Such Exhibits are listed and described in the Amendment No. 1. The Registrant hereby agrees to furnish to the Securities and Exchange Commission, upon its request, any or all such omitted Exhibits.) 99.1 Press release of the Registrant dated January 26, 1996* - ------- * Previously filed EX-2.2 2 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT EXECUTION COPY AMENDMENT NO. 1 (this "Agreement") dated as of July 29, 1996, to that certain Asset Purchase Agreement (the "Asset Purchase Agreement") dated as of January 23, 1996, between CINCINNATI MILACRON INC., a Delaware corporation (the "Purchaser"), and the other Designated Purchasers (as defined therein) set forth on the signature pages thereto and THE FAIRCHILD CORPORATION, a Delaware corporation (the "Parent"), RHI HOLDINGS, INC., a Delaware corporation ("RHI"), and the Sellers (as defined therein) set forth on the signature pages thereto. All defined terms used herein but not defined herein have the meanings set forth in the Asset Purchase Agreement. WHEREAS the Purchaser, the Designated Purchasers, the Parent, RHI, the Sellers and their respective successors have agreed to amend the Asset Purchase Agreement with respect to the Purchase Price paid for the Business. NOW, THEREFORE, the Purchaser, the Designated Purchasers, the Parent, RHI, the Sellers and their respective successors agree as follows: SECTION 1.01. Purchase Price. Section 2.04(a) of the Asset Purchase Agreement shall be amended to read as follows: "(a) In consideration of the sale, assignment, transfer, conveyance and delivery to the Designated Purchasers of the Acquired Assets, Purchaser (or any other Designated Purchaser) (i) on the Closing Date shall (A) pay to VSI Corporation (or any other Seller designated by Parent) Sixty-Two Million Three Hundred Thousand Dollars ($62,300,000) (the "Cash Payment") by wire transfer of immediately available funds to the account or accounts designated by Parent in a written notice received by Purchaser at least two business days prior to the Closing, and (B) deliver to VSI Corporation promissory notes (the "Promissory Notes") payable to VSI Corporation (or any other entity designated by Parent in a written notice received by Purchaser at least two business days prior to the Closing) in the form of, and containing the terms set forth in, Exhibits A, B and C hereto, consisting, respectively, of (x) a Promissory Note (the "Secured Note") in an aggregate principal amount of One Hundred Sixty-Six Million Dollars ($166,000,000), (y) a Promissory Note (the "Unsecured Note") in an aggregate principal amount of Four Million Three Hundred Thirty-One Thousand Dollars ($4,331,000) and (z) a Promissory Note in the aggregate principal amount of Eleven Million Seven Hundred Thousand Dollars ($11,700,000) (the "Belgian Note") and (ii) on July 29, 1996 shall pay to VSI Corporation (or any other entity designated by Parent) One Million Two Hundred Ninety-One Thousand Four Hundred Forty-Four and 06/100 Dollars ($1,291,444.06) (the "Additional Cash Payment") by wire transfer of immediately available funds to the account or accounts designated by Parent in a written notice received by Purchaser at least two business days prior to July 29, 1996; provided, however, that the Purchaser shall satisfy and discharge in full its obligation to pay the Additional Cash Payment on July 29, 1996 with a payment of $768,947.53, which represents the Additional Cash Payment less an amount equal to $522,496.53 that is owed by the Parent to the Purchaser pursuant to Section 2.04(c) in connection with the reimbursement of the Purchaser of certain letter of credit fees paid by the Purchaser on the Parent's behalf. The sum of the Cash Payment, the aggregate principal amount of the Promissory Notes and the Additional Cash Payment shall equal Two Hundred Forty-Five Million Six Hundred Twenty-Two Thousand Four Hundred Forty-Four and 06/100 Dollars ($245,622,444.06) (the "Purchase Price"). SECTION 1.02. Purchase Price Adjustment. It is understood and agreed that the principal amount of the Unsecured Note has been adjusted from the amount of $5,376,555 to the amount of $4,331,000 in accordance with Section 2.05 of the Asset Purchase Agreement. It is further understood and agreed that, notwithstanding anything herein to the contrary, the aggregate interest payment due from the Purchaser on July 29, 1996 with respect to the Secured Note and the Unsecured Note shall be reduced by the aggregate amount of $656,193.20, which represents the amount by which the Purchaser overpaid the aggregate interest payment due with respect to the Secured Note and the Unsecured Note on April 29, 1996. SECTION 1.03. Representation and Warranties. (a) The Parent and Fairchild Holding Corp. each hereby represents and warrants to the Purchaser that (i) Fairchild Holding Corp. is the successor to the rights and obligations of VSI Corporation under the Asset Purchase Agreement and (ii) the Bill of Conveyance, General Assignment and Assumption Agreement, dated March 13, 1996, between VSI Corporation and Fairchild Holding Corp. is a legal, valid and binding agreement, enforceable against VSI Corporation and Fairchild Holding Corp. in accordance with its terms. (b) The Parent and Fairchild Convac GmbH each hereby represents and warrants to the Purchaser that Fairchild Convac GmbH is the entity formerly known as D-M-E Normalien GmbH. (c) The Parent and JJS Limited each hereby represents and warrants to the Purchaser that JJS Limited is the entity formerly known as D-M-E Europe (UK) Limited. SECTION 1.04. Acknowledgement. Each of the signatories hereto acknowledges and agrees that payment of the Purchase Price as contemplated by this Agreement will discharge and extinguish in full all obligations of the Purchaser and the Designated Purchasers with respect to the payment of the Purchase Price under the Asset Purchase Agreement. SECTION 1.05. Exhibits. Exhibits A and B to the Asset Purchase Agreement shall be replaced in their entirety by Exhibits A and B, respectively, hereto. IN WITNESS WHEREOF, the Purchaser, the Designated Purchasers, the Parent, RHI, the Sellers and their respective successors have executed this Agreement by their duly authorized officers as of the date first written above. CINCINNATI MILACRON INC., by /s/ Ronald D. Brown ------------------------------ Name: Ronald D. Brown Title: Vice President-Finance D-M-E COMPANY, by /s/ Ronald D. Brown ------------------------------ Name: Ronald D. Brown Title: Vice President D-M-E UK LIMITED, formerly known as CHARTRETAIL LIMITED, by /s/ Jerry R. Lirette ------------------------------ Name: Jerry R. Lirette Title: Director D-M-E BELGIUM N.V., by /s/ Jerry R. Lirette ------------------------------ Name: Jerry R. Lirette Title: Director by /s/ Harold J. Faig ------------------------------ Name: Harold J. Faig Title: Director DME NORMALIEN GMBH, formerly known as CINCINNATI MILACRON KUNSTOFFMASCHINEN VERTRIEBSUND SERVICE GMBH, by /s/ Jerry R. Lirette ------------------------------ Name: Jerry R. Lirette Title: Managing Director THE FAIRCHILD CORPORATION, by /s/ Donald E. Miller ------------------------------ Name: Donald E. Miller Title: Senior Vice President and Secretary RHI HOLDINGS, INC., by /s/ Donald E. Miller ------------------------------ Name: Donald E. Miller Title: Vice President and Secretary VSI CORPORATION, by FAIRCHILD HOLDING CORP., as successor to VSI CORPORATION, by /s/ Donald E. Miller ------------------------ Name: Donald E. Miller Title: Vice President and Secretary FAIRCHILD CONVAC GMBH, formerly known as D-M-E NORMALIEN GMBH, by /s/ Robert D. Busey ------------------------------ Name: Robert D. Busey Title: Geschaftsfurhrer JJS LIMITED, formerly known as D-M-E EUROPE (UK) LIMITED, by /s/ John L. Flynn ------------------------------ Name: John L. Flynn Title: Director -----END PRIVACY-ENHANCED MESSAGE-----