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) January 26, 1996
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CINCINNATI MILACRON INC.
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(Exact name of registrant as specified in charter)
Delaware 1-8475 31-1062125
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
4701 Marburg Avenue, Cincinnati, Ohio 45209
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 841-8100
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NONE
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On January 26, 1996, pursuant to the Asset Purchase
Agreement dated as of January 23, 1996 (the "Purchase
Agreement"), Cincinnati Milacron Inc. (the "Registrant") and
its subsidiaries acquired from VSI Corporation, D-M-E Europe
(U.K.) Limited and D-M-E Normalien GmbH (the "Sellers", each
of which is a subsidiary of The Fairchild Corporation, the
"Parent") all of the assets, properties and other rights
owned, used or held for use by the Sellers in connection
with the Sellers' business of developing, producing,
manufacturing, marketing, selling and distributing mold
bases, mold components, moldmaking tools and supplies,
polishing equipment, electronic temperature and pressure
control equipment, runnerless molding systems and process
controls and Computer Aided Design and Computer Aided
Manufacturing hardware and software for the plastics
industry (the "Business"). The purchase includes the
Parent's and the Sellers' voting stock or other interests in
each of VSI International N.V., D-M-E France S.A.R.L., D-M-E
of Canada Ltd. and several joint ventures. A copy of the
Purchase Agreement is filed herewith as Exhibit 2.1 and
reference is made thereto for the complete terms and
conditions thereof.
The purchase price (which is subject to adjustment following
an audit of the closing date balance sheet of the Business)
was $245,376,555. The purchase price was based on a target
net tangible asset value, representing the book value of all
assets reflected on the closing date balance sheet of the
Business (excluding goodwill and net of any applicable
contra-asset accounts) and acquired by the Registrant and
its subsidiaries less the amount of all liabilities
reflected on the closing date balance sheet and assumed by
the Registrant and its subsidiaries. The purchase price
consisted of (i) a cash payment to VSI Corporation in the
amount of $62,300,000, (ii) an 8% promissory note issued by
the Registrant to VSI Corporation in the principal amount of
$166,000,000 which is secured by a letter of credit, (iii)
an unsecured 8% promissory note issued by the Registrant to
VSI Corporation in the principal amount of $5,376,555 and
(iv) an unsecured 8% promissory note issued by the
Registrant to VSI Corporation in the principal amount of
$11,700,000. The promissory notes described in clauses (ii)
and (iii) above mature one year following the closing date;
provided that the Parent may require prepayment of, and the
Registrant may at its option prepay, such notes after the
six month anniversary of the closing date. The promissory
note described in clause (iv) above matures on the second
business day following receipt by the Registrant of all
necessary clearances from the Belgian Competition Council.
The Registrant obtained the cash portion of the purchase
price from its cash on hand, arising principally from the
sale proceeds of the Registrant's disposition of its ESD
division in December 1995.
The Registrant and its subsidiaries intend to continue to
use the assets, properties and other rights purchased from
the Sellers in the operation of the Business.
No material relationship exists between the Sellers and the
Registrant or any of its affiliates, directors or officers,
or any associate of any such directors or officers.
The Press Release of the Registrant dated January 26, 1996,
announcing the completion of the acquisition described above
is filed herewith as Exhibit 99.1 and is incorporated herein
by reference.
Item 7. Financial Statements and Pro Forma Financial Information
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 as soon as
practicable, but not later than April 12, 1996, as required
by Item 7(a)(4) of the General Instructions.
Exhibits
The following Exhibits are included with this Form 8-K.
Exhibit
Number Description of Exhibit
2.1 Asset Purchase Agreement dated as of January 23, 1996,
between Cincinnati Milacron Inc., a Delaware
corporation, The Fairchild Corporation, a Delaware
corporation, RHI Holdings, Inc., a Delaware
corporation, and the Designated Purchasers and
Sellers named therein. (Schedules and Exhibits
have been omitted pursuant to Rule 6.01(b)(2) of
Regulation S-K. Such Schedules are listed and
described in the Asset Purchase Agreement. The
Registrant hereby agrees to furnish to the
Securities and Exchange Commission, upon its
request, any or all such omitted Schedules and
Exhibits.)
99.1 Press release of the Registrant dated January 26, 1996
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.
CINCINNATI MILACRON INC.
Date: February 12, 1996 By: /s/ Ronald D. Brown
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Ronald D. Brown
Vice President - Finance
Exhibit Sequential
Number Description of Exhibit Page Number
2.1 Asset Purchase Agreement dated as of January
23, 1996, between Cincinnati Milacron Inc., a
Delaware corporation, The Fairchild
Corporation, a Delaware corporation, RHI
Holdings, Inc., a Delaware corporation, and
the Designated Purchasers and Sellers named
therein. (Schedules and Exhibits have been
omitted pursuant to Rule 6.01(b)(2) of
Regulation S-K. Such Schedules are listed and
described in the Asset Purchase Agreement.
The Registrant hereby agrees to furnish to
the Securities and Exchange Commission, upon
its request, any or all such omitted
Schedules and Exhibits.)
99.1 Press release of the Registrant dated
January 26, 1996