8-K

 

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): November 23, 2004

Milacron Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-08485	311062125
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2090 Florence Avenue, Cincinnati, Ohio		45206
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (513) 487-5000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On November 23, 2004, Milacron Inc. issued a News Release announcing the extension of its rights offering to 5:00 p.m., Eastern Time, on December 10, 2004. The rights offering was originally scheduled to expire at 5:00 p.m., New York City time, on November 22, 2004. A copy of the News Release is attached as Exhibit 99.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99 - News Release issued November 23, 2004

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.

	Milacron Inc.
November 23, 2004	By:	Hugh C. O'Donnell
		Name: Hugh C. O'Donnell
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99	News Release issued November 23, 2004

EX-99

Exhibit 99

News Release

Milacron Extends Stock Rights Offering

CINCINNATI, OHIO, November 23, 2004...Milacron Inc. (NYSE: MZ) has extended to 5 p.m. ET, December 10, 2004 the deadline for eligible shareholders to subscribe to buy new shares under its current stock rights offering, first announced October 6, 2004. All other terms and conditions of the offering, which was originally scheduled to expire yesterday, remain the same.

At close of business yesterday, the offering was approximately 72% subscribed, meaning about 11.8 million of the 16.3 million rights originally issued on October 18 had been exercised.

Under the terms of the offering, common stock holders of record on October 18, 2004 are entitled to 0.452 non-transferable rights for each share of common stock held, with the number of rights granted to each holder rounded up to the nearest whole number. Each right is exercisable for one share of common stock at a subscription price of $2.00 cash.

Milacron has distributed to all shareholders of record subscription certificates evidencing their rights to purchase the new shares, together with a copy of the prospectus, which describes the terms of the rights offering in detail. The offering, which Milacron may cancel at any time, may be further extended at the company’s discretion to a date no later than January 7, 2005.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. This press release shall not constitute a prospectus. The rights offering is being made only by means of a prospectus.

Requests for copies of the prospectus may be made by writing to: Innisfree M&A Inc., 501 Madison Ave., 20th Floor, New York, NY 10022, or by telephone: toll-free from within the U.S. and Canada (877) 825-8631, or (646) 822-7426 from all other locations. The prospectus is also available for download from the company’s website: www.milacron.com.

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 toll-free investor line: 800-909-MILA (800-909-6452).

Contact: Al Beaupré (513) 487-5918

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