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) December 30, 1995
CINCINNATI MILACRON INC.
(Exact name of registrant as specified in charter)
Delaware 1-8475 31-1062125
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
4701 Marburg Avenue, Cincinnati, Ohio 45209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 841-8100
NONE
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On December 30, 1995 (the "Closing Date"), pursuant
to an Asset Purchase Agreement between Cincinnati
Milacron Inc. (the "Registrant") and Trinova
Corporation (the "Purchaser") dated as of December
15, 1995 (the "U.S. Asset Purchase Agreement"), and
an Asset Purchase Agreement between Cincinnati
Milacron U.K. Limited and Trinova Limited dated as of
December 15, 1995 (the "UK Asset Purchase
Agreement"), the Registrant has disposed of and
transferred substantially all the assets and
liabilities of its Electronic Systems Division (the
"Division") to the Purchaser. The Division is engaged
in the business of designing and manufacturing
controls, control components, software, electronics,
motor drives, motor drive components, power panel
assemblies and related products for machine tools and
plastics processing equipment and performing contract
services for outside customers. A copy of the U.S.
Asset Purchase Agreement and a copy of the UK Asset
Purchase Agreement are filed herewith as Exhibits 2.1
and 2.2 and reference is made thereto for the
complete terms and conditions of these Agreements.
The purchase price is $95,225,000 under the U.S. Asset
Purchase Agreement and [British Pound] 6,850,000 under
the UK Asset Purchase Agreement. Thus, the total
purchase price is approximately $105 million (using the
$/[British Pound] exchange rate in effect on the
Closing Date). In both Agreements, the purchase price
is calculated and based on projected balance sheets and
subject to adjustment. The adjustment amounts, if any,
shall be equal to the respective balance between the
net asset value shown in the projected balance sheet
and the net asset value shown in the closing date
balance sheet.
Darryl F. Allen, chairman, president and chief
executive officer of the Purchaser, is a director of
the Registrant. Apart from that, no material
relationship exists between the Registrant and the
Purchaser or any of its affiliates, directors or
officers, or any associate of any such directors or
officers.
The Division employs approximately 600 employees and
had sales of approximately $90 million in 1995.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
It is impracticable to provide the required financial
statements and pro forma financial information at
this time. The required financial statements and pro
forma financial information will be filed under cover
of Form 8-K/A as soon as practicable, but not later
than March 14, 1996, as required by Item 7(a)(4) of
the General Instructions.
The following Exhibits are included with this Form 8-K:
Exhibit Sequential
Number Description of Exhibit Page Number
2.1 U.S. Asset Purchase Agreement
dated as of December 15, 1995,
between Cincinnati Milacron Inc.,
a Delaware corporation, and
Trinova Corporation, an Ohio
corporation (Schedules and
Exhibits have been omitted
pursuant to Item 6.01(b)(2) of
Regulation S-K. Such Schedules
and Exhibits are listed and
described in the U.S. Asset
Purchase Agreement. The
Registrant hereby agrees to
furnish to the Securities and
Exchange Commission, upon its
request, any or all of such
omitted Schedules and Exhibits).
Exhibit Sequential
Number Description of Exhibit Page Number
2.2 UK Asset Purchase Agreement dated
as of December 15, 1995, between
Cincinnati Milacron U.K. Limited,
a company incorporated in England
and Wales, and Trinova Limited, a
company incorporated in England
and Wales (Schedules and Exhibits
have been omitted pursuant to Item
6.01(b)(2) of Regulation S-K.
Such Schedules and Exhibits are
listed and described in the UK
Asset Purchase Agreement. The
Registrant hereby agrees to
furnish to the Securities and
Exchange Commission, upon its
request, any or all of such
omitted Schedules and Exhibits).
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
CINCINNATI MILACRON INC.
Date: January 5, 1996 By: /s/ Wayne F. Taylor
Wayne F. Taylor
Vice President, General
Counsel and Secretary
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
EXHIBITS
Filed with Form 8-K
Date of report: December 30, 1995
Current Report Under the Securities
Exchange Act of 1934
CINCINNATI MILACRON INC.