EXHIBIT 99.3
MILACRON INC.
SHARES OF COMMON STOCK
OFFERED PURSUANT TO RIGHTS GRANTED TO
RECORDHOLDERS OF MILACRON INC.
To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees:
This letter is being distributed by Milacron Inc. (the "Company") to
securities dealers, commercial banks, trust companies and other nominees in
connection with a rights offering (the "Rights Offering") for shares of its
common stock, pursuant to nontransferable subscription rights (the "Rights")
granted to all holders of record ("Recordholders") of shares of the Company's
common stock (other than any common stock received upon conversion of the
Company's 6.0% Series B Convertible Preferred Stock (the "Series B Preferred
Stock")) as of 5:00 p.m., New York City time, on , 2004 (the "Record
Date"). The Rights are described in the Company's prospectus dated , 2004
(the "Prospectus").
The Rights will expire at 5:00 p.m., New York City time, on , 2004,
subject to extension at the Company's discretion (the "Expiration Date"). The
Rights Offering will not be extended to a date beyond , 2004. Each
Right allows the holder thereof to purchase one share of the Company's common
stock (the "Subscription Privilege") at the cash price of $2.00 per share (the
"Subscription Price").
The Rights are exercisable pursuant to a subscription certificate (the
"Subscription Certificate") issued in your name or the name of your nominee.
Each beneficial owner of shares of common stock (other than any common stock
received upon conversion of Series B Preferred Stock) registered in your name or
the name of your nominee is being granted 0.452 Rights for each share of common
stock owned by such beneficial owner as of 5:00 p.m., New York City time, on the
Record Date.
We are asking persons who hold shares of common stock beneficially and who
have received the Rights distributable with respect to those shares through a
broker, dealer, trustee, depository for securities, custodian bank or other
nominee, as well as persons who hold certificates of common stock directly and
prefer to have such institutions effect transactions relating to the Rights on
their behalf, to contact the appropriate institution or nominee and request it
to effect the transactions for them. In addition, we are asking beneficial
owners who wish to obtain a separate Subscription Certificate to contact the
appropriate nominee as soon as possible and request that a separate Subscription
Certificate be issued.
Please take prompt action to notify any beneficial owners of common stock
as to the Rights Offering and the procedures and deadlines which must be
followed to exercise their Rights.
All commissions, fees and other expenses (including brokerage commissions
and transfer taxes), other than fees and expenses of Mellon Bank, N.A. (the
"Subscription Agent"), incurred in connection with the exercise of the Rights
will be for the account of the holder of the Rights, and none of such
commissions, fees or expenses will be paid for by the Company or the
Subscription Agent. Enclosed are copies of the following documents:
1. The Prospectus;
2. The Subscription Certificate;
3. Instructions as to Use of Milacron Inc. Subscription Certificates;
4. A form letter which may be sent to your clients for whose accounts
you hold shares of common stock registered in your name or the name
of your nominee;
5. Beneficial Owner Election Form;
6. Nominee Holder Certification; and
7. A return envelope addressed to Mellon Investor Services LLC.
If you hold shares of our common stock for the account of more than one
client, you may aggregate your exercise of Rights for all your clients and
exercise the number of Rights to which all of your clients in the aggregate
otherwise would have been entitled had they been direct Recordholders of the
Company's common stock on the Record Date (i.e., rounding up the aggregate
number of Rights granted to each such beneficial owner to the nearest whole
number), provided that you identify the number of Rights you are exercising for
each client. Please note that you do not have to provide the name or other
identity of your client. You may exercise such Rights in the aggregate by
completing the form entitled "Nominee Holder Certification," which we have
enclosed.
Your prompt action is requested. To exercise Rights, you should deliver
the properly completed and signed Subscription Certificate (together with the
Nominee Holder Certification, if applicable) with payment of the Subscription
Price in full for each share of common stock subscribed for, to the Subscription
Agent in the envelope provided, as indicated in the Prospectus. The Subscription
Agent must receive the Subscription Certificate with payment of the Subscription
Price, including final clearance of any checks, at or prior to 5:00 p.m., New
York City time, on the Expiration Date. FAILURE TO RETURN THE PROPERLY COMPLETED
SUBSCRIPTION CERTIFICATE WITH THE CORRECT PAYMENT WILL RESULT IN YOUR NOT BEING
ABLE TO EXERCISE YOUR SUBSCRIPTION RIGHTS. A Rights holder cannot revoke the
exercise of its Rights. Rights not exercised prior to the Expiration Date will
expire.
Additional copies of the enclosed materials may be obtained from Innisfree
M&A Incorporated, the information agent, at:
501 Madison Avenue, 20th Floor
New York, NY 10022
(212) 750-5833 (Call collect)
Very truly yours,
MILACRON INC.
NOTHING IN THE PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF MILACRON INC., THE SUBSCRIPTION AGENT OR ANY OTHER
PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON
VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR
STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS.
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