-----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, VIS7yEfSx2KzC4mPbF0MLONmymiUZMO1hMDzAMvz7vBkTdN3RlC0RH/J899vEMpu wGWjnOTw8IR9oMAeNaKQfA== 0000950157-04-000158.txt : 20040311 0000950157-04-000158.hdr.sgml : 20040311 20040311075520 ACCESSION NUMBER: 0000950157-04-000158 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040311 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040311 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: 04661651 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 8-K 1 form_8k.txt CURRENT REPORT UNITED STATES 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): March 11, 2004 MILACRON INC. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-8475 31-1062125 - ---------------------- -------------------------- ---------------------- (State or (Commission File Number) (IRS Employer other jurisdiction of Identification No.) incorporation) 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 AND REGULATION FD DISCLOSURE On March 11, 2004, Milacron Inc. (the "Company") issued a press release announcing that it has held discussions regarding debt restructuring solutions with a number of potential new lenders and investors, as well as an ad hoc committee of certain current holders of its 8 3/8% Senior Notes due March 15, 2004, and its 7 5/8% Eurobonds due April 15, 2005, and disclosed details of its proposal to the ad hoc bondholder committee. A copy of the Company's press release is filed as Exhibit 99.1 hereto, and a copy of the proposal to bondholders is filed as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: EXHIBIT NO. DESCRIPTION - ------------ -------------------------------------------------------------- 99.1 Press release issued by Milacron Inc. on March 11, 2004. 99.2 Proposal to bondholders. 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 hereunto duly authorized. MILACRON INC. Date: March 11, 2004 By: /s/ Robert P. Lienesch ---------------------------------------- Robert P. Lienesch Vice President - Finance and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------------ -------------------------------------------------------------- 99.1 Press release issued by Milacron Inc. on March 11, 2004. 99.2 Proposal to bondholders. EX-99.1 2 ex99_1.txt PRESS RELEASE [GRAPHIC OMITTED] MILACRON -------------------------- Manufacturing Technologies NEWS RELEASE CONTACT: AL BEAUPRE (513) 487-5918 MILACRON DISCLOSES DETAILS OF DISCUSSIONS WITH BONDHOLDERS --------------- NEGOTIATIONS CONTINUING WITH POTENTIAL NEW INVESTORS CINCINNATI, OHIO, March 11, 2004...Milacron Inc. (NYSE: MZ), a leading supplier of plastics processing equipment and supplies and industrial fluids, today announced that it has been in discussions regarding debt restructuring solutions with a number of potential new lenders and investors, as well as an ad hoc committee of certain current holders of its 8-3/8% Senior Notes due March 15, 2004 (the "US Notes") and its 7-5/8% Eurobonds due April 15, 2005 (the "Eurobonds") and disclosed details of its proposal to the ad hoc bondholder committee. Under Milacron's proposal, holders of US Notes and Eurobonds would have exchanged their US Notes and Eurobonds for $160 million in aggregate principal amount of 9% Senior Secured Notes due 2009 and 34.8 million shares of Milacron common stock with rights to receive further shares of Milacron common stock depending on the future trading price of that stock (the "Contingent Value Rights"). The Contingent Value Rights would have entitled the holders thereof to receive up to 21.5 million additional shares of Milacron common stock. Each of the 34.8 million Contingent Value Rights would have conferred on the holder thereof the right to receive from Milacron a number of shares of Milacron common stock on April 15, 2005 with a market value equal to the amount by which the actual share price of Milacron common stock on such date is less than $2.38. The number of shares issuable per Contingent Value Right would have been limited to a maximum of 0.62 shares of Milacron common stock, with no additional shares issued if the share price on April 15, 2005 was greater than $2.38. Milacron would have had the option to settle the Contingent Value Rights in either cash or shares of Milacron common stock. The proposal also would have provided for aggregate cash payments to bondholders of $25 million (reduced by principal payments that would have been made to holders that did not participate in the exchange for all outstanding US Notes and Eurobonds). The ad hoc bondholder committee indicated that the bondholders would not accept Milacron's proposal. Nevertheless, the company noted that it was in discussions with representatives of the ad hoc bondholder committee and is continuing to negotiate with various potential new lenders and investors with respect to both its short- and long-term financing options. On March 12, 2004, the company's accounts receivable liquidity facility, with $30 million currently utilized, is due to mature. On March 15, 2004, $115 million in principal amount of the US Notes and approximately $54 million of the company's indebtedness under its revolving credit facility are due to mature. As Milacron does not have sufficient cash to satisfy its March 15, 2004 debt maturities, it can make no assurances that it will reach an agreement with the ad hoc bondholder committee or enter into a transaction with any new lenders or investors to provide the necessary funds by that date. The company also has Euro 115 million in bonds that mature on April 15, 2005. The full terms of Milacron's proposal to the ad hoc bondholder committee are being filed today with the Securities and Exchange Commission as part of a current report on Form 8-K. --------------- This announcement does not constitute an offer to sell, or the solicitation of an offer to purchase, any securities. 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 Form 10-Q 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 about 3,500 employees and major manufacturing facilities in North America, Europe and Asia. For further information, visit www.milacron.com or call the toll-free investor line: 800-909-MILA (800-909-6452). EX-99.2 3 ex99_2.txt SENIOR NOTES EXCHANGE OFFER SENIOR NOTES EXCHANGE OFFER [GRAPHIC OMITTED] MILACRON ========================== Manufacturing Technologies March 9, 2004 QUALIFICATION o This presentation is for discussion purposes only and is neither an offer of any securities nor a solicitation of offers to purchase any securities. Any offer of securities will only be made pursuant to the registration requirements of the United States Securities Act of 1933 or applicable exemptions therefrom. o For settlement purposes only. This document and any discussions related thereto are privileged and confidential settlement discussions which are protected under Rule 408 of the Federal Rules of Evidence and shall not be used by any recipient for any purpose in any judicial or administrative forum. o The information contained in this report includes non-public information about Milacron Inc. and its subsidiaries ("Milacron" or the "Company") and is provided to the Senior Noteholders and their representatives subject to the terms of the confidentiality agreements between them and the Company. o Neither Milacron nor its advisors makes any representation or warranty regarding the accuracy or completeness of the information contained herein. o The conclusions arrived herein are not intended and should not be construed as investment advice in any manner whatsoever. 1 [GRAPHIC OMITTED] REVISED INDICATIVE TRANSACTION TERMS o Milacron has revised the indicative terms of the indicative exchange transaction to include Cash, New Senior Notes, Common Equity and CVRs
CASH COMMENTS - --------------------------------------------------- ----------------------------------------------------------- o $25 million cash payment o Holders of the 8-3/8% Senior Notes due March 15, 2004 o Cash issued in exchange transaction to be reduced and the 7-5/8% Eurobonds due April 15, 2005 by principal payments to holdout Noteholders (the "Noteholders") receive partial return of capital and some value certain o Addresses holdout issue o Provides value for excess cash NEW SENIOR NOTES - -------------------------------------------------- o Noteholders retain senior claim and receive o $160 million 9.0% Senior Secured Notes due 2009 guarantees and second liens at certain subsidiaries (Second Lien Notes) o Interest rate increases EQUITY - -------------------------------------------------- o 34.8 million shares of common stock (49.99% o Grants Noteholders request for 49.99% of equity equity stake): Valued at $83 million, assuming up front $432 million total entity value (enterprise value o Valuation - neutral plus cash and other assets) - Noteholder equity stake increases to preserve o Contingent Value Rights ("CVR"s): Issue up to value in downside case 21.5 million additional shares (12% additional o Noteholders receive 3% premium to face value recovery equity stake) to be issued depending on trading o CVRs provide additional value to Noteholders, as they price of common stock trade separately with intrinsic or option value - ------------------------------------------------------------------------------- TOTAL VALUE TO SENIOR NOTES: $268 million(1) + Accrued Interest(2) + CVR Value RECOVERY: 103% + Accrued Interest(2) + CVR value - ------------------------------------------------------------------------------- (1) Assumes 3% premium to par and $/Euro exchange rate of 1.26. (2) Accrued interest assumed to be paid in cash through to the date of the launch of the exchange offer.
2 [GRAPHIC OMITTED] SUMMARY TERMS OF NEW NOTES NEW U.S. NOTES ---------------------------------------- ISSUER Milacron Inc. (the "Company") - ------------------------------------------------------------------------------ ISSUE Senior Secured Notes - ------------------------------------------------------------------------------ AMOUNT OUTSTANDING $160,000,000 - ------------------------------------------------------------------------------ COUPON 9.0% in cash, subject to secured debt covenants - ------------------------------------------------------------------------------ MATURITY 2009 - ------------------------------------------------------------------------------ GUARANTORS Subordinated guarantee by all of the Company's wholly owned domestic subsidiaries and Milacron Capital Holdings B.V. - ------------------------------------------------------------------------------ SECURITY Silent 2nd priority lien on all domestic assets, stock of the Company's wholly owned domestic subsidiaries, 100% of the stock of Milacron Capital Holdings B.V. and 65% of the stock of Milacron B.V. - ------------------------------------------------------------------------------ RANKING Structurally senior to any remaining unexchanged Senior Notes as a result of subordinated subsidiary guarantees; subordinated to 1st priority secured indebtedness - ------------------------------------------------------------------------------ COVENANTS Customary Covenants - ------------------------------------------------------------------------------ REDEMPTION SCHEDULE Non-call until first anniversary, then callable at the following prices: 2nd year 103% 3rd year 102% 4th year 101% 5th year 100% - ------------------------------------------------------------------------------ BOARD Holders have contractual right to select 4 out of 9 directors; certain matters require 2/3 vote of board - ------------------------------------------------------------------------------ 3 [GRAPHIC OMITTED] SUMMARY TERMS FOR AN ISSUE OF CONTINGENT VALUE RIGHTS
ISSUER Milacron Inc. - ----------------------------------------------------------------------------------------------------------------------- SECURITY Contingent Value Right ("CVR") - ----------------------------------------------------------------------------------------------------------------------- ISSUED In combination with 1 share of Common Stock of the Company. The CVRs will trade independently from the Company's Common Stock - ----------------------------------------------------------------------------------------------------------------------- MATURITY DATE April 15, 2005 - ----------------------------------------------------------------------------------------------------------------------- RIGHT CONFERRED Entitles the holder of the CVR to receive from the Company on the Maturity Date a payment equal to the excess of $2.38 over the Company's Common Stock price on that date. - ----------------------------------------------------------------------------------------------------------------------- PAYMENT Payment may be made in either cash or shares of the Company's Common Stock at then current market value at the Company's sole discretion - ----------------------------------------------------------------------------------------------------------------------- MARKET VALUE OF COMMON The market value of the Common Stock for purposes of determining the payment STOCK amount above shall be the greater of the then current stock price or $1.47. In no event will the Company be required to pay more than $0.91 or 0.62 shares of common stock per CVR. - ----------------------------------------------------------------------------------------------------------------------- LISTING Application will be made to list the CVRs on the New York Stock Exchange - -----------------------------------------------------------------------------------------------------------------------
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