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): February 14, 2005
MILACRON INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-8485 31-1062125
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2090 Florence Avenue, Cincinnati, Ohio 45206
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 487-5000
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 14, 2005, Milacron Inc. (the "Company") issued an earnings release
announcing its results for the fourth quarter of 2004 and fiscal year 2004,
which is furnished (other than those portions specifically designated as being
filed in Item 8.01 of this Report) as Exhibit 99.1 hereto.
The Company's earnings release presents the Company's earnings from continuing
operations in the fourth quarters of 2003 and 2004 and fiscal years 2003 and
2004 excluding interest, taxes, goodwill impairment, restructuring and
refinancing costs. The Company's management believes that describing the
Company's results using this non-GAAP financial measure is useful to investors
because this non-GAAP financial measure provides investors with a basis for
comparing the Company's results for its most recently completed financial period
to its results in prior periods. In addition, the measure for earnings from
continuing operations excluding interest, taxes, goodwill impairment,
restructuring and refinancing costs is the basis on which management reports to
the Company's board of directors and represents a measure which management
believes is used by analysts and investors following the Company. This
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference to such
filing.
ITEM 8.01 OTHER
In the earnings release attached as Exhibit 99.1 to this Report, the Company
also reported that the conversion price of the Company's Series B Convertible
Preferred Stock will be automatically lowered to $1.75 per share from $2.00 per
share, effective June 30, 2005. Additionally, the Company discussed its recent
election to change the valuation method used for certain inventories in its
North American machinery technologies segment from the "last in, first out"
method (LIFO) to the "first in, first out" method (FIFO), retroactive to the
beginning of 2004, and the restatement of earnings per share required as a
result of the rights offering completed by the Company in the fourth quarter of
2004. The portions of Exhibit 99.1 under the headings "Conversion Price for
Series B Preferred Stock Reset," "Change in Method of Accounting" and
"Restatement of Earnings Per Share (EPS)" are filed and are incorporated by
reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit No. Description
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99.1 Earnings release issued by Milacron Inc. on February 14, 2005.
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 thereunto duly authorized.
Milacron Inc.
Date: February 14, 2005 By: /s/ Robert P. Lienesch
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Robert P. Lienesch
Senior Vice President - Finance, Controller
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Earnings release issued by Milacron Inc. on February 14, 2005.