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): October 13, 2004 MILACRON INC. --------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-8475 31-1062125 - ------------------- ------------------------------ ------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 2090 Florence Avenue, Cincinnati, Ohio 45206 - --------------------------------------------------- ------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 487-5000 - ------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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 October 13, 2004, Milacron Inc. (the "Company") issued a press release announcing that it has initiated an offer to exchange new registered 11 1/2% Senior Notes due 2011 for any and all of its outstanding 11 1/2% Senior Notes due 2011. The new registered notes will be free of the transfer restrictions that apply to the Company's current notes but will otherwise have substantially the same terms. The press release is filed as Exhibit 99.1 hereto. ITEM 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description - --------------- ------------------------------------------------------------- 99.1 Press release of Milacron Inc. dated October 13, 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. Date: October 13, 2004 By: /s/ Hugh C. O'Donnell ------------------------------------- Hugh C. O'Donnell, Esq. Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description - --------------- ------------------------------------------------------------- 99.1 Press release of Milacron Inc. dated October 13, 2004.