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): June 29, 2005

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 1.01 Entry into a Material Definitive Agreement.

On June 29, 2005, Milacron Inc. (the "Company") entered into a Limited Waiver No. 3 (the "Waiver") to the Financing Agreement dated as of June 10, 2004 (the "Financing Agreement"), among the Company, each subsidiary of the Company listed as a borrower or a guarantor on the signature pages thereto, the lenders party thereto and JPMorgan Chase bank, National Association, as administrative agent and collateral agent for the lenders. The Waiver waives any noncompliance with the second quarter 2005 EBITDA (earnings before interest, taxes, depreciation and amortization) level required by the Financing Agreement resulting from certain non-cash charges. A copy of the Waiver is filed as Exhibit 10.1 hereto.

Item 7.01 Regulation FD Disclosure.

On June 30, 2005, the Company issued a News Release announcing, among other things, that it expects its 2005 second quarter results to come in near the low end of its range of guidance, last updated May 5, 2005, and that it is lowering its guidance for the year. A copy of the News Release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

10.1 Limited Waiver No. 3 to Financing Agreement
99.1 News Released issued by Milacron Inc. June 30, 2005

The information in Item 7.01 of this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.

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.
June 30, 2005	By:	R. P. Lienesch
		Name: R. P. Lienesch
		Title: Senior Vice President - Finance, Controller and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Limited Waiver No. 3 to Financing Agreement
99.1	News Release issued by Milacron Inc. June 30, 2005

EX-10.1

Exhibit 10.1

LIMITED WAIVER NO. 3 TO FINANCING AGREEMENT

LIMITED WAIVER NO. 3 TO FINANCING AGREEMENT, dated as of June 29, 2005 (this “Limited Waiver”), among Milacron Inc., a Delaware corporation (“Milacron”), each subsidiary of Milacron listed as a borrower or a guarantor on the signature pages thereto, the Lenders party thereto, JPMorgan Chase Bank, National Association, as administrative agent and collateral agent for the Lenders (in each such capacity, together with its successors in each such capacity, the "Administrative Agent” and “Collateral Agent”, respectively).

W I T N E S S E T H:

WHEREAS, Milacron, certain subsidiaries of Milacron, the Lenders named therein, the Agents and the other parties thereto have entered into that certain Financing Agreement dated as of June 10, 2004 (as amended, supplemented or otherwise modified from time to time, the “Financing Agreement”; capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Financing Agreement); and

WHEREAS, Milacron has requested that the Agents and the Lenders waive compliance with certain provisions of Section 7.03(b) of the Financing Agreement and waive certain Defaults or Events of Default that may have resulted from such noncompliance therewith, and the Lenders and the Agents are willing to provide such waivers on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements herein contained, each of the Loan Parties, the Lenders, and the Agents hereby agree as follows:

ARTICLE I

LIMITED WAIVER

Subject to the terms and conditions set forth herein, the Lenders hereby waive any noncompliance by any Loan Party with Section 7.03(b) of the Financing Agreement with respect to the cumulative Consolidated EBITDA requirement for the twelve complete calendar months ending on June 30, 2005, and any Default or Event of Default that may have resulted therefrom, in each case solely as a result of any noncash charges arising from reserves recorded in accordance with GAAP in connection with the Loan Parties’ captive insurance program with Milacron Assurance Ltd.

ARTICLE II

CONDITIONS TO CLOSING

This Limited Waiver shall become effective as of the date first written above upon the satisfaction of the following conditions (such date, the “Waiver Effective Date”):

(a) Delivery of Limited Waiver. Each Loan Party shall have delivered a duly executed counterpart of this Limited Waiver to the Agents.

(b) Officer’s Certificate. The Loan Parties shall have delivered to the Agents a certificate of a duly authorized officer of each Loan Party dated the date of this Limited Waiver, in form and substance satisfactory to the Agents, certifying that the representations and warranties set forth in Section 3.3 hereof are true and correct as of such date.

(c) Consent of Required Lenders. The Agents shall have received in writing the consent of the Required Lenders to enter into this Limited Waiver on behalf of the Required Lenders.

(d) Waiver Fee. The Loan Parties shall have paid to the Administrative Agent, in immediately available funds, for the pro rata account of each of the Lenders that are party hereto, a nonrefundable waiver fee of $25,000.

(e) Agent Fees and Expenses. The Loan Parties shall have paid any and all fees payable to any Agent under any fee letter executed in connection herewith and all reasonable, out-of-pocket fees and expenses (including, without limitation, reasonable fees, costs, client charges and expenses of counsel) incurred by the Agents arising from or relating to the negotiation, preparation, execution, delivery, performance and administration of this Limited Waiver and arising under or relating to the other Loan Documents to the extent invoiced and presented to the Administrative Borrower on or prior to the Limited Waiver Effective Date.

ARTICLE III

MISCELLANEOUS

Section 3.1 Effect of Limited Waiver. Except as expressly set forth herein, this Limited Waiver shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agents or any Lender under the Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents in similar or different circumstances. This Limited Waiver shall constitute a “Loan Document” for all purposes of the Financing Agreement and all references to the Financing Agreement in any Loan Document shall mean the Financing Agreement as modified hereby.

Section 3.2 No Representations by Lenders or Agent. Each Loan Party hereby acknowledges that it has not relied on any representation, written or oral, express or implied, by any Lender or any Agent, other than those expressly contained herein, in entering into this Limited Waiver.

Section 3.3 Representations of the Loan Parties. Each Loan Party represents and warrants to the Agents and the Lenders that (i) after giving effect to this Limited Waiver, (a) the representations and warranties set forth in the Loan Documents are true and correct in all respects on and as of the date hereof with the same effect as though made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date and (b) no Default or Event of Default has occurred and is continuing and (ii) this Limited Waiver has been duly executed and delivered by such Loan Party and the Financing Agreement, as amended hereby, constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.4 Claims. Each Loan Party represents and warrants that it has no defenses, offsets or counterclaims with respect to the indebtedness owed by the Borrowers to the Lenders, other than in respect of deposits.

Section 3.5 Successors and Assigns. This Limited Waiver shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of the parties hereto and the successors and permitted assigns of the Lenders and the Agents.

Section 3.6 Headings. The headings and captions hereunder are for convenience only and shall not affect the interpretation or construction of this Limited Waiver.

Section 3.7 Severability. The provisions of this Limited Waiver are intended to be severable. If for any reason any provision of this Limited Waiver shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

Section 3.8 Costs and Expenses. The Loan Parties agree to reimburse the Agents for their reasonable out-of-pocket expenses in connection with this Limited Waiver, including the reasonable fees, charges and disbursements of counsel for the Agents.

Section 3.9 Counterparts. This Limited Waiver may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Limited Waiver by signing any such counterpart. Delivery of an executed counterpart of a signature page to this Limited Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Limited Waiver.

Section 3.10 GOVERNING LAW. THE WHOLE OF THIS LIMITED WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.

Section 3.11 JURISDICTION, VENUE AND SERVICE. EACH LOAN PARTY HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF ALL FEDERAL AND STATE COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND CONSENTS THAT ANY ORDER, PROCESS, NOTICE OF MOTION OR OTHER APPLICATION TO OR BY ANY OF SAID COURTS OR A JUDGE THEREOF MAY BE SERVED WITHIN OR WITHOUT SUCH COURT’S JURISDICTION BY REGISTERED MAIL OR BY PERSONAL SERVICE, PROVIDED A REASONABLE TIME FOR APPEARANCE IS ALLOWED, IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF, UNDER OR RELATING TO THIS LIMITED WAIVER. AT THE OPTION OF THE AGENTS, UPON THE INSTRUCTIONS OF THE REQUIRED LENDERS, ANY LOAN PARTY MAY BE JOINED IN ANY ACTION OR PROCEEDING COMMENCED BY THE AGENTS OR THE LENDERS AGAINST ANY OTHER LOAN PARTY IN CONNECTION WITH OR BASED ON THIS LIMITED WAIVER, AND RECOVERY MAY BE HAD AGAINST ANY LOAN PARTY IN SUCH ACTION OR PROCEEDING OR IN ANY INDEPENDENT ACTION OR PROCEEDING AGAINST ANY LOAN PARTY, WITHOUT ANY REQUIREMENT THAT THE AGENTS OR THE LENDERS FIRST ASSERT, PROSECUTE OR EXHAUST ANY REMEDY OR CLAIM AGAINST ANY OTHER LOAN PARTY. EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF, UNDER OR RELATING TO THIS LIMITED WAIVER BROUGHT IN ANY FEDERAL OR STATE COURT LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND HEREBY FURTHER IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION 3.12 WAIVER OF JURY TRIAL.EACH OF THE AGENTS, THE LENDERS AND THE LOAN PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS LIMITED WAIVER, AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY. IN ADDITION, EACH OF THE AGENTS, THE LENDERS AND THE LOAN PARTIES WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY STATUTE OF LIMITATIONS OR ANY CLAIM OF LACHES AND ANY SET-OFF OR COUNTER CLAIM OF ANY NATURE OR DESCRIPTION. EACH OF THE AGENTS, THE LENDERS AND THE LOAN PARTIES ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE FREELY MADE.

* * *

IN WITNESS WHEREOF, the undersigned have caused this Limited Waiver to be duly executed and delivered as of the date first above written.

BORROWERS:

MILACRON INC.

By: /s/ R. P. Lienesch
Name: R. P. Lienesch
Title: Vice President — Finance and Chief Financial Officer

CIMCOOL INDUSTRIAL PRODUCTS INC.
D-M-E MANUFACTURING INC.
D-M-E U.S.A. INC.
MILACRON INDUSTRIAL PRODUCTS, INC.
MILACRON MARKETING COMPANY
MILACRON PLASTICS TECHNOLOGIES GROUP INC.
NICKERSON MACHINERY CHICAGO, INC.
NORTHERN SUPPLY COMPANY, INC.
OAK INTERNATIONAL, INC.
PLIERS INTERNATIONAL INC.
UNILOY MILACRON INC.
UNILOY MILACRON U.S.A. INC.

By: /s/ R. P. Lienesch
Name: R. P. Lienesch
Title: Vice President — Finance and Chief Financial Officer

GUARANTORS:

D-M-E COMPANY

By: /s/ R. P. Lienesch
Name: R. P. Lienesch
Title: Treasurer

MILACRON CAPITAL HOLDINGS B.V.

By: /s/ G. van Deventer
Name: G. van Deventer
Title: Managing Director

MILACRON INTERNATIONAL MARKETING COMPANY

By: /s/ R. P. Lienesch
Name: R. P. Lienesch
Title: Treasurer and Assistant Secretary

ADMINISTRATIVE AGENT AND COLLATERAL AGENT:

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, on behalf of the Required Lenders

By: /s/ James M. Barbato
Name: James M. Barbato
Title: Vice President

Exhibit 99.1

News Release

Milacron Expects Q2 Results Near Low End of Guidance Range;
2005 Outlook Lowered
_____________

SOX-404 Requirements Completed
_____________

Q2 Earnings Release and Conference Call Set for August 1

CINCINNATI, Ohio – June 30, 2005...Milacron Inc. (NYSE: MZ), a leading global supplier of plastics-processing technologies and industrial fluids, expects its 2005 second quarter results to come in near the low end of its range of guidance. The low end of the company’s guidance for the second quarter, last updated on May 5, calls for sales of approximately $198 million and a net loss of about $6 million. These low-end projections still represent continued improvement over the first quarter of 2005 and the second quarter of 2004.

Milacron said that many of its markets are performing reasonably well, particularly its Asian markets and the North American markets for packaging, health care products and building materials. As a result, Milacron’s sales continue to increase quarter to quarter and year over year. However, there has been a falloff in demand from the auto industry in North America and continued softness in Western European markets. The decline in demand from the auto industry negatively impacts two of Milacron’s higher-margin businesses: large injection molding machines and industrial fluids. This, coupled with ongoing softness in Western European markets and rising oil prices, has led to a tempering of the outlook for the rest of the year.

As a result, Milacron is lowering its guidance for the year. Full year 2005 sales are now expected to be in the range of $815 million to $840 million, and the company projects a net loss in the range of $14 million to $24 million for the year. This compares to sales of $774 million and a net loss of $51.3 million in 2004.

Revolving Credit Agreement
Milacron has received a waiver from its bank group which allows positive adjustments to EBITDA (earnings before interest, taxes, depreciation and amortization) for certain non-cash charges, and the company believes that this will enable it to satisfy the minimum EBITDA level for the second quarter as required by the terms of its revolving credit agreement. The full text of this waiver will be filed on Form 8-K with the Securities and Exchange Commission (SEC). Milacron has initiated discussions

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with its lenders to amend the EBITDA requirements for the rest of 2005. Although drawings can fluctuate daily based on liquidity needs, the company presently has no material balance drawn under the revolver, which currently has approximately $40 million available for borrowing. In addition, the company has in excess of $35 million of cash on hand.

SOX-404 Requirements Completed
Milacron has completed its assessment of internal controls as required by Section 404 of the Sarbanes-Oxley Act of 2002 and filed management’s report and the auditors’ attestation with the SEC as an amendment to its annual report on Form 10-K. As explained in detail in the filing, the company is aggressively remediating three material weaknesses in internal controls, none of which has led to the need to restate prior year results. Milacron is now current with all its SEC periodic reporting requirements.

Q2 Earnings Release and Conference Call Set for August 1
Milacron will release its results for the second quarter of 2005 in the morning prior to the stock market opening on August 1, 2005. On the same day at 1:00 p.m. ET, management will conduct an investor conference call, which will be webcast live on the company’s website, www.milacron.com. For analysts and investors wishing to ask questions, the dial-in number will be 913-981-4900. A recording of the conference call will be available from 4:00 p.m. ET, Monday, August 1, through midnight Monday, August 8, on the company’s website or by phone: 719-457-0820 and providing the access code: 7477391.

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 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 Beaupre 513-487-5918 albert.beaupre@milacron.com

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