-----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, RuuNrcY8bRKxrzGRm1m7IirFChICRPixIY6eXCfSG+53ZRzsa07DBmZYMn37PG4K tH6N+yXtKGOaOI5mLpvnjw== 0000950157-04-000350.txt : 20040528 0000950157-04-000350.hdr.sgml : 20040528 20040527195927 ACCESSION NUMBER: 0000950157-04-000350 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040528 EFFECTIVENESS DATE: 20040528 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08485 FILM NUMBER: 04836485 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 DEFA14A 1 defa14a.txt SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-12 MILACRON INC. - ------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - ------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------- (4) Date Filed: Exhibit 99.1 MILACRON - --------------------------------------- MANUFACTURING TECHNOLOGIES NEWS RELEASE CONTACT: AL BEAUPRE (513) 487-5918 MILACRON ANNOUNCES THE ISSUANCE OF $225 MILLION OF PRIVATELY PLACED NOTES; PROCEEDS ESCROWED CINCINNATI, OHIO, May 27, 2004 ...Milacron Inc. (NYSE: MZ) announced that the proceeds of $225 million in privately placed Senior Secured Notes due 2011 have been placed in escrow. The notes, with a coupon interest rate of 11-1/2%, were issued at 97.673% of principal amount, effectively yielding 12%. Assuming all necessary conditions are met, the company intends to use the proceeds to repay or otherwise retire indebtedness, including a $75 million term loan and Milacron Capital Holdings B.V.'s outstanding EUR 115 million 7-5/8% Guaranteed Bonds due 2005, for which Milacron launched a tender offer on April 27, 2004. Release of the proceeds from escrow to Milacron depends on meeting several conditions including the issuance of a new series of convertible preferred stock in exchange for the company's outstanding $70 million in Series B Notes and 15 million shares of common stock held by Glencore Finance AG and Mizuho International plc, which requires shareholder approval of a series of proposals at the company's upcoming annual meeting on June 9, 2004. Other conditions for release of the proceeds include the replacement of the company's existing credit facilities with a new asset based credit facility, the execution and delivery of subsidiary guarantees and security documents with respect to the new notes, and the success of the Eurobond tender offer, scheduled to expire on June 7, 2004. To date, EUR 83.6 million of the EUR 115 million aggregate principal amount of outstanding Eurobonds have been tendered. On May 19, 2004, a meeting of Eurobond holders approved an amendment to delete substantially all of the restrictive covenants from the agreements governing the terms of the Eurobonds effective as of the date of the tender offer settlement, which the company anticipates to be June 10, 2004. The new notes were issued by Milacron Escrow Corporation, a newly formed, wholly owned direct subsidiary of Milacron Inc., created solely to issue the notes and to merge with and into Milacron Inc., which will become the successor obligor of the notes following the merger. The notes offered in the private offering discussed in this press release were offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933. The notes have not been registered under the Securities Act. Unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation to buy any securities. -more- 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 3,500 employees and major manufacturing facilities in North America, Europe and Asia. For further information, visit www.milacron.com or call the tollfree investor line: 800-909-MILA (800-909-6452). -end- -----END PRIVACY-ENHANCED MESSAGE-----