SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 2
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
The following information is intended to supplement the
information disclosed in Item 2 of (i) the Form 8-K
filed on February 12, 1996 and (ii) the Form 8-K/A
filed on April 4, 1996 (together with (i) above, the
"Form 8-K"). Capitalized terms used and not defined
herein have the meanings assigned to them in the Form
8-K.
On July 29, 1996, the parties (or their successors, as
applicable) to the Purchase Agreement executed
Amendment No. 1 to the Purchase Agreement (the
"Amendment") which resulted in an adjustment to the
purchase price paid by Registrant and its subsidiaries
for the Business from $245,376,555 to $245,622,444. The
Amendment required (i) the replacement of the 8%
promissory note dated January 26, 1996, secured by a
letter of credit, issued by the Registrant to VSI
Corporation in the principal amount of $166 million
with a 6.5% promissory note dated as of January 26,
1996, secured by a letter of credit, issued by the
Registrant to VSI Corporation in the principal amount
of $166 million (the "6.5% Secured Note"), (ii) the
replacement of the 8% unsecured promissory note dated
January 26, 1996 issued by the Registrant to VSI
Corporation in the principal amount of $5,376,555 with
a 6.5% unsecured promissory note dated as of January
26, 1996 issued by the Registrant to VSI Corporation in
the principal amount of $4,331,000 (the "6.5% Unsecured
Note") and (iii) an additional cash payment by the
Registrant to VSI Corporation in the amount of
$1,291,444 (the "Additional Cash Payment"). The
principal amount of the 6.5% Unsecured Note was reduced
from $5,376,555 to $4,331,000 pursuant to an audit of
the closing date balance sheet of the Business in
accordance with the Purchase Agreement. As permitted by
the notes, the Registrant subsequently prepaid all
amounts owed with respect to the 6.5% Secured Note and
the 6.5% Unsecured Note.
In order to pay amounts owed in connection with the 6.5%
Secured Note, the 6.5% Unsecured Note and the Additional
Cash Payment, the Registrant (i) borrowed approximately
$21,000,000 under its existing credit facilities and
(ii) obtained the balance owed from its cash on hand,
arising principally from the proceeds of its recent
public offering of common stock.
Item 7. Financial Statements and Pro Forma Financial Information
The required financial statements and pro forma
financial information was included in the Form 8-K/A
filed on April 4, 1996.
Exhibits
The following Exhibits are included with this
Form 8-K/A.
Exhibit
Number Description of Exhibit
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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.)*
2.2 Amendment No.1 to the Asset Purchase Agreement
dated as of July 29, 1996, between Cincinnati
Milacron Inc., D-M-E Company, D-M-E UK Limited
(formerly known as Chartretail Limited), D-M-E
Belgium N.V., DME Normalien GmbH (formerly known
as Cincinnati Milacron Kunstoffmaschinen
Vertriebsund Service GmbH), The Fairchild
Corporation, RHI Holdings, Inc., Fairchild Holding
Corp. (as successor to VSI Corporation), Fairchild
Convac GmbH (formerly known as D-M-E Normalien
GmbH) and JJS Limited (formerly known as D-M-E
Europe (UK) Limited). (Exhibits have been omitted
pursuant to Rule 6.01(b)(2) of Regulation S-K.
Such Exhibits are listed and described in the
Amendment No. 1. The Registrant hereby agrees to
furnish to the Securities and Exchange Commission,
upon its request, any or all such omitted
Exhibits.)
99.1 Press release of the Registrant dated
January 26, 1996*
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* Previously filed.
SIGNATURES
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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.
Date: August 12, 1996 CINCINNATI MILACRON INC.
By: /s/ Ronald D. Brown
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Ronald D. Brown
Vice President - Finance
Exhibit Index
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Exhibit Sequential
Number Description of Exhibit Page Number
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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.)*
2.2 Amendment No.1 to the Asset Purchase
Agreement dated as of July 29, 1996,
between Cincinnati Milacron Inc., D-M-E
Company, D-M-E UK Limited (formerly
known as Chartretail Limited), D-M-E
Belgium N.V., DME Normalien GmbH
(formerly known as Cincinnati Milacron
Kunstoffmaschinen Vertriebsund Service
GmbH), The Fairchild Corporation, RHI
Holdings, Inc., Fairchild Holding Corp.
(as successor to VSI Corporation),
Fairchild Convac GmbH (formerly known
as D-M-E Normalien GmbH) and JJS Limited
(formerly known as D-M-E Europe (UK)
Limited). (Exhibits have been omitted
pursuant to Rule 6.01(b)(2) of
Regulation S-K. Such Exhibits are
listed and described in the Amendment
No. 1. The Registrant hereby agrees to
furnish to the Securities and Exchange
Commission, upon its request, any or
all such omitted Exhibits.)
99.1 Press release of the Registrant dated
January 26, 1996*
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* Previously filed