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): July 29, 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
Not Applicable
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(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 240.13-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 29, 2005, Milacron Inc. (the "Company") entered into a Fourth Amendment
(the "Amendment") to Financing Agreement dated as of June 10, 2004 (the
"Financing Agreement"), among the Company, each subsidiary of the Company listed
as a borrower or a guarantor on the signature pages thereto, the lenders party
thereto and JPMorgan Chase Bank, National Association, as administrative agent
and collateral agent for the lenders. The Amendment relaxed the cumulative
consolidated EBITDA requirements, provided additional flexibility in connection
with certain foreign credit facilities and allowed for investments by foreign
subsidiaries (other than Milacron Capital) in other foreign subsidiaries (other
than Milacron Capital). A copy of the Amendment is filed as Exhibit 10.1 hereto.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 1, 2005, the Company issued an earnings release announcing its
results for the second quarter of 2005, which is furnished as Exhibit 99.1
hereto.
The Company's earnings release includes a presentation of "primary working
capital" as a percentage of sales as of June 30, 2005 and March 31, 2005. The
Company's management believes that this non-GAAP financial measure is useful to
analysts and investors because it provides a measure of the Company's progress
with respect to its publicly-announced strategy of reducing working capital
requirements. Management of the Company believes this non-GAAP financial measure
is the best indicator of progress with respect to this strategy and it is
therefore reported to and reviewed with the Company's board of directors.
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 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit No. Description
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10.1 Fourth Amendment to Financing Agreement
99.1 Earnings release issued by Milacron Inc. on August 1,
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: August 1, 2005 By: /s/ Ross A. Anderson
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Ross A. Anderson
Vice President - Finance,
Controller and Chief Financial
Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Fourth Amendment to Financing Agreement
99.1 Earnings release issued by Milacron Inc. on August 1,
2005.