| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/02/2007 |
3. Issuer Name and Ticker or Trading Symbol
MILACRON INC [ MZ ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| 6% Series B Convertible Preferred Stock | (1) | (1) | Common Stock, $0.01 par value | 3,285,714 | $17.5 | D(2)(3)(4)(5) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The 6% Series B Convertible Preferred Stock is convertible at anytime, at the holder's election, and has no expiration date. |
| 2. Upon consummation of the transactions contemplated by the Securities Purchase Agreement (the "Purchase Agreement"), dated October 2, 2007 by and between Ohio Plastics, LLC ("Ohio Plastics") and Glencore Finance, AG ("Glencore"), Ohio Plastics acquired from Glencore an aggregate of 287,500 shares (the "Shares") of 6.0% Series Convertible Preferred Stock of Milacron Inc., a Delaware corporation (the "Issuer"), (the "Preferred Stock"), which on the date of this filing is convertible into 3,285,714 shares of common stock, $0.01 par value (the "Common Stock") in exchange for total consideration in cash of $17,937,500, or $62.3913 per share of Preferred Stock. |
| 3. Ohio Plastics is the beneficial owner of 287,500 shares of Preferred Stock (3,285,714 shares of Common Stock on an as-converted basis, representing, on an as-converted basis, approximately 29.3% of the common stock based on (i) 5,508,129 shares of common stock of Milacron Inc. outstanding on July 31, 2007 as disclosed in Milacron's Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on August 6, 2007 and (ii) 5,714,286 shares of common stock issuable upon conversion of all of the shares of 6.0% Series B Convertible Preferred Stock). Ohio Plastics Financing, Inc. ("OPF"), owns a minority of the outstanding common units of Ohio Plastics, and all of the outstanding preferred units of Ohio Plastics and is the sole manager of Ohio Plastics and thus may be deemed to directly have sole power to direct the voting and disposition of the Shares held by Ohio Plastics. |
| 4. Ohio Plastics Recovery, Ltd. ("OPR"), a Member of Ohio Plastics, owns a majority of the outstanding common units of Ohio Plastics and all of the outstanding shares of OPF and thus may be deemed to indirectly have sole power to direct the voting and disposition of the Shares held by Ohio Plastics. Bayside Opportunity Fund, L.P. ("Bayside Opportunity Fund") owns a majority of the outstanding common stock of OPR and thus may be deemed to indirectly have sole power to direct the voting and disposition of the Shares held by Ohio Plastics. Bayside Opportunity Advisors, L.L.C. ("Bayside Advisors") is the general partner of Bayside Opportunity Fund and thus may be deemed to indirectly have sole power to direct the voting and disposition of the Shares held by Ohio Plastics. |
| 5. H.I.G.-GPII, Inc. ("HIG GP") is the manager of Bayside Advisors and thus may be deemed to indirectly have sole power to direct the voting and disposition of the Shares held by Ohio Plastics. Messrs. Mnaymneh and Tamer control HIG GP and thus may be deemed to indirectly share power to direct the voting and disposition of the Shares held by Ohio Plastics. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons, other than Ohio Plastics, herein states that this filing shall not be deemed to be an admission that it is a beneficial owner of any of the Shares covered by this Initial Statement of Beneficial Ownership of Securities on Form 3. Each of Ohio Plastics Recovery, Ohio Plastics Financing, Bayside Opportunity Fund, Bayside Advisors, HIG GP and Messrs. Sami W. Mnaymneh and Anthony A. Tamer disclaims beneficial ownership of the Shares, except to the extent of its or his pecuniary interest in the Shares. |
| /s/ John Bolduc | 10/12/2007 | |
| /s/ Anthony A. Tamer | 10/12/2007 | |
| /s/ John Bolduc | 10/12/2007 | |
| /s/ Anthony A. Tamer | 10/12/2007 | |
| /s/ Anthony A. Tamer | 10/12/2007 | |
| /s/ Anthony A. Tamer | 10/12/2007 | |
| /s/ Sami W. Mnaymneh | 10/12/2007 | |
| /s/ Anthony A. Tamer | 10/12/2007 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||