SCHEDULE 14A (RULE 14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
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MILACRON INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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October , 2007
Dear Fellow Shareholders,
You are invited to attend a special meeting of shareholders to
be held at 9 a.m. E.T. on Tuesday, November 27,
2007 at Milacron Inc. headquarters, 2090 Florence Ave.,
Cincinnati, OH 45206.
The purpose of the special meeting is to vote on changing
certain terms of our Series B Convertible Preferred Stock.
Specifically, there are two proposals.
The first proposal would, if adopted, limit the circumstances in
which Series B holders could demand a cash redemption
following a “Change of Control” of the company as
defined in the Series B certificate of designation. This,
in turn, would mean that the Series B Stock would no longer
be a “disqualified stock” according to the definition
in the indenture for our
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Notes and thus would give our board, under certain
circumstances, the flexibility to declare PIK (payment in kind)
dividends on Series B Stock.
The second proposal would, if adopted, accord “Initial
Investor” status under the Series B certificate of
designation to Ohio Plastics, LLC, a wholly owned affiliate of
Bayside Capital, Inc. and the current holder of 57.5% of the
Series B Stock. This would, among other things, prevent the
triggering of a change of control by Ohio Plastics under certain
circumstances.
There are other aspects and ramifications to each of these
proposals, which are described in detail in this proxy
statement. Please take the time to read it carefully.
Milacron’s board of directors supports these amendments and
believes they are beneficial for all shareholders and for the
company as a whole. I strongly recommend voting FOR both
proposals.
Thank you for your continued support of Milacron.
Sincerely,
Ronald D. Brown
Chairman, President and
Chief Executive Officer
MILACRON
INC.
2090 Florence Avenue
Cincinnati, Ohio 45206
NOTICE OF SPECIAL
MEETING OF SHAREHOLDERS
To be held November 27, 2007
A Special Meeting of the Shareholders of Milacron Inc., a
Delaware corporation (the “Company”), will be held at
the offices of the Company, 2090 Florence Avenue, Cincinnati,
Ohio 45206, on Tuesday, November 27, 2007, at
9:00 A.M. E.T., for the following purposes:
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1.
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Approval of amendments to the Certificate of Designation of
Voting Powers, Designation, Preferences and Relative,
Participating, Optional and Other Special Rights, and
Qualifications, Limitations and Restrictions of 6.0%
Series B Convertible Preferred Stock of the Company.
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The Company’s Board of Directors has fixed the close of
business on October 1, 2007, as the record date for
determining the shareholders entitled to notice of, and to vote
at, the Special Meeting.
It is important that your shares be represented and voted
whether or not you plan to attend the meeting. Please mark,
sign, and date the enclosed proxy card and return it promptly in
the accompanying envelope. If you are a shareholder of record
(your shares are in your name), then you also may submit your
proxy via the telephone by accessing the toll-free number
indicated on your proxy card or via the Internet by accessing
the worldwide website indicated on your proxy card. If you
attend the meeting, then you may revoke your proxy and vote your
shares in person.
By order of the Board of Directors,
Hugh C. O’Donnell
Senior Vice President, General Counsel and Secretary
Cincinnati, Ohio,
October , 2007
TABLE OF
CONTENTS
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MILACRON INC.
2090
Florence Avenue
Cincinnati,
Ohio 45206
PROXY
STATEMENT
SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD ON NOVEMBER 27, 2007
This proxy statement (the “Proxy Statement”) and the
accompanying form of proxy card are being mailed to shareholders
beginning on or about
October ,
2007, in connection with the solicitation by the Board of
Directors (the “Board”) of Milacron Inc., a Delaware
corporation (the “Company”), of proxies to be used at
the Special Meeting of Shareholders to be held on
November 27, 2007 (the “Special Meeting”), and
any adjournment or postponement thereof.
The Board has fixed the close of business on October 1,
2007 as the record date (the “Record Date”) for
determining the shareholders entitled to notice of, and to vote
at, the Special Meeting. Shareholders of record of the
Company’s common stock, par value $.01 per share
(“Common Stock”), the Company’s 6% Series B
Convertible Preferred Stock, par value $.01 per share
(“Series B Preferred Stock”), and the
Company’s 4% Cumulative Preferred Stock, par value $100 per
share (“4% Preferred Stock”), at the close of business
on the Record Date, are entitled to notice of, and to vote at,
the Special Meeting and any adjournment or postponement thereof.
On the Record Date, there were outstanding 5,538,054 shares
of Common Stock, 500,000 shares of Series B Preferred
Stock, and 6,000 shares of 4% Preferred Stock.
At the Special Meeting, all holders of Common Stock,
Series B Preferred Stock and 4% Preferred Stock will
consider and vote upon (i) a proposal approving an
amendment to the Certificate of Designation of Voting Powers,
Designation, Preferences and Relative, Participating, Optional
and Other Special Rights, and Qualifications, Limitations and
Restrictions of Series B Preferred Stock (the
“Designation”) to include as a condition to the
Company’s obligation to repurchase or redeem their shares
of Series B Preferred Stock upon a change of control of the
Company that the Company be in compliance with its obligations
under its then-current financing arrangements, and (ii) a
proposal approving an amendment to the Designation to include as
“Initial Investors,” for purposes of the Series B
Preferred Stock, Ohio Plastics, LLC (“Ohio Plastics”),
its affiliates and associates and certain other persons
described herein.
All shares of Common Stock, Series B Preferred Stock and 4%
Preferred Stock represented at the Special Meeting and any
adjournment or postponement thereof by a proxy that has not been
revoked will be voted at the Special Meeting and any adjournment
or postponement thereof. A shareholder who has given a proxy may
revoke it at any time before it is voted (i) by voting in
person at the Special Meeting or any adjournment or postponement
thereof, (ii) by giving a written notice of revocation to
the Secretary of the Company at 2090 Florence Avenue,
Cincinnati, Ohio 45206, or (iii) by giving a later dated
proxy.
If a choice has been specified by a shareholder on such
shareholder’s proxy card with respect to any matter to be
voted on at the Special Meeting, the shares represented by such
proxy will be voted or withheld from voting accordingly. If no
choice is so specified, the shares will be voted FOR the
proposed amendments.
Each share of Common Stock entitles the holder thereof to one
vote. Each share of 4% Preferred Stock entitles the holder
thereof to 24 votes. Each share of Series B Preferred Stock
entitles the holder thereof to the number of votes equal to the
number of shares of Common Stock into which such shares of
Series B Preferred Stock could be converted as of the
Record Date in accordance with the Designation.
For purposes of exercising the pass through voting rights for
participants in the Company’s employee benefit plans and
related IRA rollover accounts, each participant having shares of
Common Stock credited to his or her account will receive a
voting instruction form to be returned to the Trustee of the
benefit plan with his or her voting instructions. The Trustee
will vote plan shares that are not signed and returned (or
otherwise voted) in the same proportion as shares that are voted
with respect to each plan.
Abstentions and broker non-votes will be counted toward the
establishment of the quorum and will have the same effect as a
vote against the proposed amendments.
The Company’s shareholders are not entitled to
dissenter’s or appraisal rights under Delaware law in
connection with the proposed amendments.
The presence in person or by proxy, at the Special Meeting, of
(i) the holders of a majority of the voting power of the
outstanding shares of Common Stock, Series B Preferred
Stock and 4% Preferred Stock, considered together as a single
class, and (ii) the holders of a majority of the voting
power of the outstanding shares of Series B Preferred
Stock, considered as a separate class, shall constitute a quorum.
ELECTRONIC
ACCESS TO PROXY MATERIALS
The Notice of the Special Meeting of Shareholders and this Proxy
Statement can be accessed via the Company’s Internet site
at
www.milacron.com.
Under applicable regulations of the Securities and Exchange
Commission (“SEC”), each member of the Board, certain
officers and employees of the Company, and certain other persons
may be deemed to be “participants” in the
Company’s solicitation of proxies in connection with the
Special Meeting. For information with respect to such
participants, please refer to the information set forth under
the heading “Share Ownership of Directors and Executive
Officers.”
Proxies may be solicited by mail, advertisement, telephone, via
the Internet, in person, through public statements, and press
releases. Solicitations may be made by directors, officers,
investor relations personnel, and other employees of the
Company, none of whom will receive additional compensation for
such solicitations. Arrangements will also be made with
brokerage firms and other custodians, nominees, and fiduciaries
to forward proxy solicitation material to certain beneficial
owners of Common Stock and 4% Preferred Stock and Series B
Preferred Stock, and the Company will reimburse such brokerage
firms, custodians, nominees, and fiduciaries for reasonable
out-of-pocket expenses incurred by them in connection therewith.
Costs related to the solicitations of proxies will be borne by
the Company and include expenditures for printing, postage,
legal, accounting, financial advisory, public relations,
soliciting, advertising, and related expenses. In addition, the
Company has retained Innisfree M&A Incorporated
(“Innisfree”) to provide solicitation and advisory
services in connection with the solicitation of proxies for the
Special Meeting. Innisfree will receive a fee estimated at
$8,500, plus reasonable out-of-pocket expenses. The agreement
between the Company and Innisfree provides for customary
indemnification by the Company of Innisfree and its directors,
officers, employees, and affiliates against certain liabilities
and expenses related to its role in the solicitation.
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On October 2, 2007, Ohio Plastics, an affiliate of Bayside
Capital, Inc., purchased all of the Series B Preferred
Stock held by Glencore Finance AG (“Glencore”),
amounting to 287,500 shares or 57.5% of the outstanding
Series B Preferred Stock. Holders of Series B
Preferred Stock have the ability to elect a majority of the
Company’s board of directors. Ohio Plastics paid
$17,937,500 for Glencore’s Series B Preferred Stock at
closing. The acquisition was funded from the working capital of
Bayside Opportunity Fund and its affiliates, as reported in
Schedule 13D dated October 12, 2007, filed with the
SEC by Ohio Plastics.
To facilitate the adoption of the amendments to the Designation
that will be submitted for shareholder approval at the Special
Meeting, the Company entered into a Voting Agreement with
Glencore pursuant to which Glencore agreed to vote all of the
Series B Preferred Stock Glencore owned as of the Record
Date for the Special Meeting in favor of the proposed amendments
and against any proposal that is in opposition to, inconsistent
with, or intended to impede the adoption of the proposed
amendments. Glencore also granted to Company directors Larry D.
Yost and Charles F.C. Turner an irrevocable proxy to vote the
shares of Series B Preferred Stock that Glencore owned as
of the Record Date in favor of the proposed amendments. As a
result of the Voting Agreement, 57.5% of the total voting power
of the Series B Preferred Stock, and 28.8% of the total
voting power of all of the shares of Company stock entitled to
vote together as one class on the proposed amendments will be
voted in favor of the amendments.
Glencore agreed to enter into the Voting Agreement and grant the
irrevocable proxy at the request of a special committee (the
“Special Committee”) of the Board, which was formed to
take action with respect to the sale (the “Sale”) of
Glencore’s Series B Preferred Stock to Ohio Plastics.
In the course of the Special Committee’s evaluation of the
Sale, the Special Committee determined that it was in the best
interests of the Company and its shareholders, including the
shareholders other than Glencore, to obtain Glencore’s
commitment to vote in favor of the proposed amendments. Based in
part on Glencore’s willingness to enter into the Voting
Agreement, the Special Committee decided (i) to approve an
amendment to the Rights Agreement dated February 5, 1999
between the Company and Mellon Investor Services LLC (the
“Rights Agreement”), to ensure that the rights
provided for in that agreement would not become exercisable as a
result of the Sale and (ii) to approve the Sale for
purposes of Section 203 of the Delaware General Corporation
Law (the “DGCL”), so that the Company need not obtain
the approval of the holders of two-thirds of the voting stock
owned by shareholders other than Ohio Plastics and its
affiliates and associates in order to enter into “Business
Combinations” (as defined in Section 203) with
Ohio Plastics. (Absent this Section 203 approval, such
two-thirds voting requirement would have applied to Business
Combinations between the Company and Ohio Plastics for a
three-year period following the Sale.)
In addition, both the Special Committee and the Board approved
an amendment to the Rights Agreement to ensure that the rights
provided for in that agreement would not become exercisable as a
result of the execution and performance of the Voting Agreement,
and approved the Voting Agreement for purposes of
Section 203 of the DGCL to ensure that “Business
Combinations” between the Company and the proxy holders set
forth in the Voting Agreement would not be subject to approval
by the holders of two-thirds of the voting stock held by
shareholders other than the proxy holders for the three-year
period following the adoption of the Voting Agreement.
AMENDMENT TO THE REDEMPTION PROVISION OF THE SERIES B
PREFERRED STOCK
The Board has adopted and declared advisable, and recommends for
shareholder approval, an amendment to the Designation that, if
approved by the shareholders, would prohibit holders of the
Series B
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Preferred Stock from exercising their option to require the
Company to redeem the Series B Preferred Stock for cash
following a “Change of Control” (as defined in the
Designation) unless the redemption complies with or is permitted
by the Company’s “Financing Agreements,” which is
defined in the Designation to include any credit agreements,
notes or indentures evidencing Company indebtedness. The Board
adopted the proposed amendment on October 1, 2007. As
explained further below, the proposed amendment will limit the
circumstances in which a cash redemption of the Series B
Preferred Stock could occur following a Change of Control, and
will provide the Board greater flexibility under the Financing
Agreements to pay the holders of the Series B Preferred
Stock
“Pay-In-Kind”
or “PIK” dividends, i.e., dividends consisting of
additional shares of Series B Preferred Stock.
Currently, the terms of the Series B Preferred Stock permit
the Board to declare and pay, at its discretion, quarterly cash
dividends at an annual rate of $12.00 per share. If the Company
is prohibited by the Financing Agreements or the Company’s
Restated Certificate of Incorporation (the “Charter”)
from paying a cash dividend, the Board may declare and pay a PIK
dividend at an annual rate of $16.00 per share. If the Board
does not pay either a cash or PIK dividend in a given quarter,
the dividend amount accrues and accumulates with all other
previously unpaid dividends, but such accrued dividends do not
bear interest.
The Financing Agreements currently prohibit the Board from
paying either cash or PIK dividends on the Series B
Preferred Stock. This prohibition is a result of certain terms
in the Indenture (the ’“Indenture”) governing the
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Secured Notes due 2011 (the “Notes”), in which the
Company agreed that it would not make certain “Restricted
Payments” unless, among other conditions, the Company
satisfies a fixed charge ratio test set forth in the Indenture.
Restricted Payments include dividends that are paid to
shareholders that consist of either cash or “Disqualified
Stock.” Disqualified Stock is defined to include any
Company stock that provides its holder the option to redeem such
stock on or prior to the 91st day after the maturity of the
Notes. The Series B Preferred Stock constitutes
Disqualified Stock because it may be redeemed by the shareholder
following a Change of Control, regardless of whether the Company
can satisfy the fixed charge ratio test or the other
requirements in the Company’s Financing Agreements.
Through the end of calendar year 2005, the Company paid cash
dividends to the holders of Series B Preferred Stock in
accordance with a provision in the Indenture that allowed for
Restricted Payments up to $10 million. Since that time,
there has been insufficient funds under such provision to pay
dividends to the holders of Series B Preferred Stock, and
the Company also cannot pay a dividend under the fixed charge
ratio test. As of June 30, 2007 and December 31, 2006,
accrued and unpaid dividends totaled $9.0 million and
$6.0 million, respectively.
If the proposed amendment is adopted, the Series B
Preferred Stock will no longer constitute “Disqualified
Stock” because redemption following a Change of Control
will be prohibited unless the redemption payments are permitted
by or comply with the Financing Agreements. Thus, the amendment
would prevent a holder of Series B Preferred Stock from
redeeming its shares following a Change of Control unless the
fixed charge ratio test, along with all other applicable
requirements set forth in the Financing Agreements, are
satisfied. However, the amendment would enable the Board to pay
PIK dividends, even if the Company does not satisfy the fixed
charge ratio test, so long as the dividend payment complies with
all other requirements set forth in the Financing Agreements,
the Charter and applicable law.
The Board evaluated several factors before adopting the
amendment and recommending it for shareholder approval,
including the following:
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A review of the negotiations between the Company and the initial
holders of Series B Preferred Stock indicated that all
parties intended for the Board to possess the authority to pay
PIK dividends notwithstanding the fixed charge ratio test in the
Indenture.
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By effectively prohibiting a redemption payment that would
otherwise violate the Indenture, the Company will avoid any
potentially adverse consequences that might occur following a
Change of
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Control, in which case the Board might be forced to choose
between refusing to pay the redemption price (and therefore
subjecting the Company to liability to the holders of
Series B Preferred Stock) and breaching the Indenture by
paying the redemption price.
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The Board recognized that declaring and paying PIK dividends in
the future would dilute the economic interest and the voting
power of the holders of Common Stock, and would enable the
holders of Series B Preferred Stock to receive dividends on
the additional shares of Series B Preferred Stock paid through a
PIK dividend. However, the Board concluded that such
consequences of paying a PIK dividend should not deter the Board
or shareholders from adopting the amendment because dividends
are declared at the discretion of the Board and a PIK dividend
is only payable to the extent that the Company is prohibited
under the Financing Agreements or the Charter from paying a cash
dividend.
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The proposed amendment is set forth in Appendix A to this
Proxy Statement, and the foregoing description of the amendment
is qualified in its entirety by the actual provisions of the
amendment. In addition, the description of the other legal
documents set forth in this Proxy Statement are qualified in
their entirety by reference to the applicable documents, each of
which has been filed with the SEC as an exhibit to the
Company’s annual report on
Form 10-K.
If the proposed amendment is approved, the Company will file the
amendment with the Secretary of State of the State of Delaware,
and the amendment will become effective upon such filing. The
Company intends to file this amendment with the Secretary of
State of the State of Delaware if it is approved by the required
shareholder vote, even if the Company shareholders do not
approve the other amendment described in this proxy statement.
VOTE
REQUIRED
The proposed amendment must be adopted by the following votes of
the shareholders: (i) the affirmative vote of the holders
of a majority of the voting power of the outstanding shares of
the Common Stock, 4% Preferred Stock and the Series B
Preferred Stock, voting together as a single class and
(ii) the affirmative vote of the holders of a majority of
the voting power of the outstanding shares of Series B
Preferred Stock, voting as a separate class.
THE BOARD OF
DIRECTORS
RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
AMENDMENT TO INCLUDE OHIO PLASTICS, LLC AND CERTAIN OTHER
PERSONS AS “INITIAL INVESTORS” FOR PURPOSES OF THE
SERIES B PREFERRED STOCK
The Board has adopted and declared advisable, and recommends for
shareholder approval, an amendment to the Designation that, if
adopted, would entitle Ohio Plastics and certain other persons
(as described below) to certain rights, and burden such persons
with certain restrictions, that apply to “Initial
Investors” under the Designation. The Board adopted this
proposed amendment on October 1, 2007, the day before Ohio
Plastics purchased its shares of Series B Preferred Stock
from Glencore. The amendment would confer on Ohio Plastics the
same rights and restrictions that apply to Glencore by virtue of
its status as an “Initial Investor.”
The Designation currently defines Glencore and Mizuho as
“Initial Investors.” Initial Investor status is
significant for the following reasons:
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Pursuant to the Designation, the holders of Series B
Preferred Stock can put their shares to the Company (by
obligating the Company to redeem such shares for a cash amount)
following a
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Change of Control, which is defined to include the following
events: (i) the acquisition by any person, other than an
Initial Investor, of beneficial ownership of more than 50% of
the total voting power of the outstanding voting stock of the
Company, (ii) a sale of all or substantially all the
Company’s assets and (iii) a merger or consolidation
in which the Company’s current shareholders do not own
directly or indirectly a majority of the voting power of the
entity surviving such transaction and in substantially the same
proportion as before the transaction. Thus, an Initial Investor
cannot cause a Change of Control to occur by acquiring ownership
of more than 50% of the total voting power of the Company voting
stock, unless such acquisition occurs in connection with a
merger or consolidation described above.
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Notwithstanding the requirement under the Designation that
directors elected solely by the holders of Series B
Preferred Stock must meet the definition of
“independent” under the rules of the New York Stock
Exchange, one officer or employee of each Initial Investor, if
elected as a director by the holders of the Series B
Preferred Stock, will not be subject to such requirement.
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Until the first time that an Initial Investor ceases to own at
least 15% of the total voting power of the Common Stock
(calculated on a fully diluted basis set forth in the
Designation), the Initial Investor is entitled to
(i) reasonable access to the Company’s books, records,
personnel and representatives which will be provided upon
reasonable notice and in a manner that will not unreasonably
interfere with the Company’s business and (ii) copies
of all confidential financial information and reports prepared
for the Company’s lenders promptly upon furnishing such
information to such lenders, subject to (among other
requirements) customary confidentiality obligations.
|
|
|
|
|
•
|
When an Initial Investor transfers one or more shares of
Series B Preferred Stock to another person, the Initial
Investor must provide the Company written notice of the transfer
within three days of such transfer.
|
|
|
|
|
•
|
Initial Investors are entitled to participate in certain class
voting rights that are otherwise denied to affiliates of the
Company. The Designation currently provides that the holders of
a majority of the voting power of the Series B Preferred
Stock, excluding shares held by the Company or by affiliates of
the Company, are entitled to vote as a separate class to approve
(i) the authorization or creation of stock ranking either
senior to or on parity with the Series B Preferred Stock
with respect to dividends or liquidation payments made by the
Company and (ii) amendments, waivers or alterations to any
provisions of the Designation, and amendments to either the
Charter or the Amended and Restated By-Laws of the Company, that
would affect the interests of the holders of Series B
Preferred Stock in a “materially adverse” manner.
Initial Investors are entitled to participate in these class
votes even if they are affiliates of the Company.
|
If the proposed amendment is adopted, the Designation will be
amended to include Ohio Plastics and its affiliates and
associates as “Initial Investors.” Accordingly, Ohio
Plastics and its affiliates and associates will be entitled to
the same rights, and burdened with the same restrictions, that
apply to Glencore and Mizuho. The proposed amendment also
specifies that, solely with respect to the definition of Change
of Control, an “Initial Investor” will also include
any person who owns Company stock that was at any time
beneficially owned by Ohio Plastics or its affiliates or
associates. Accordingly, any transferee who purchases shares of
Company stock that were at any time owned by Ohio Plastics or
its affiliates or associates will not be able to cause a Change
of Control solely by virtue of their beneficial ownership of
more than 50% of the voting power of the Company voting stock
outstanding. The amendment would also enact certain conforming
changes to the Designation, which remove references to
“Initial Investors” where such provisions are intended
to refer only to Glencore and Mizuho.
The proposed amendment is the result of negotiations between
Ohio Plastics and the Special Committee. In connection with its
evaluation of the Sale, the Special Committee initially
indicated that it wished to recommend that the Board adopt an
amendment to the Designation that would prevent Ohio Plastics
from causing a Change of Control redemption event to occur by
acquiring additional shares of
6
Company stock following the consummation of the Sale. During
discussions between Ohio Plastics and the Special Committee,
Ohio Plastics requested that the Designation confer on Ohio
Plastics all of the rights and restrictions that currently apply
to Glencore by virtue of its Initial Investor status. Following
deliberations, the Special Committee and the Board agreed to
adopt the current form of the proposed amendment to the
Designation. The Special Committee determined that it is in the
best interests of the Company shareholders (including the
shareholders other than Glencore) to recommend that the Board
adopt the proposed amendment. Based in part on that
recommendation, the Board also determined that the amendment is
in the best interests of the Company and its shareholders.
The proposed amendment is set forth in Appendix B to this
Proxy Statement, and the foregoing description of the amendment
is qualified in its entirety by the actual provisions of the
amendment. In addition, the description of the other legal
documents set forth in this Proxy Statement are qualified in
their entirety by reference to the applicable documents, each of
which has been filed with the SEC as exhibits to the
Company’s annual report on
Form 10-K.
If the proposed amendment is approved, the Company will file the
amendment with the Secretary of State of the State of Delaware,
and the amendment will become effective upon such filing. The
Company intends to file this amendment with the Secretary of
State of the State of Delaware if it is approved by the required
shareholder vote, even if the Company shareholders do not
approve the other amendment described in this proxy statement.
VOTE
REQUIRED
The proposed amendment must be adopted by the following votes of
the shareholders: (i) the affirmative vote of the holders
of a majority of the voting power of the outstanding shares of
Common Stock, 4% Preferred Stock and the Series B Preferred
Stock, voting together as a single class and (ii) the
affirmative vote of the holders of a majority of the voting
power of the outstanding shares of Series B Preferred
Stock, voting as a separate class.
THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
7
PRINCIPAL
HOLDERS OF VOTING SECURITIES
The following tables set forth as of October 8, 2007
(unless otherwise indicated), to the Company’s knowledge,
the beneficial owners of more than five percent of the
Company’s outstanding shares of the Common Stock,
Series B Preferred Stock and 4% Preferred Stock. Unless
otherwise noted, the individuals or entities named in such
tables have sole voting and dispositive power.
Common
Stock
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
Percent of
|
|
|
Voting Power
|
|
|
Beneficial
Owner
|
|
Shares
|
|
|
Class
Outstanding
(2)
|
|
|
Outstanding
(3)
|
|
|
|
|
Cannell Capital,
LLC
(4)
50 California Street, 5th Floor
San Francisco, CA 94111
|
|
|
500,000
|
|
|
|
9.0
|
|
|
|
4.3
|
|
|
David J. Greene & Company,
LLC
(5)
599 Lexington Avenue
New York, NY 10022
|
|
|
378,289
|
|
|
|
6.8
|
|
|
|
3.3
|
|
|
Pzena Investment Management,
LLC
(6)
120 West 45th Street, 20th Floor
New York, NY 10036
|
|
|
344,354
|
|
|
|
6.2
|
|
|
|
3.0
|
|
|
Dimensional Fund Advisors
LP
(7)
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
|
|
|
340,750
|
|
|
|
6.1
|
|
|
|
2.9
|
|
|
Neal
Kowalski
(8)
6707 Bessemer Avenue
Cleveland, OH 44127
|
|
|
279,838
|
|
|
|
5.0
|
|
|
|
2.4
|
|
|
Fine Capital Partners,
L.P.
(9)
152 West 57th Street, 37th Floor
New York, NY 10019
|
|
|
278,670
|
|
|
|
5.0
|
|
|
|
2.4
|
|
Series B
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
Percent of
|
|
|
Voting Power
|
|
|
Beneficial
Owner
|
|
Shares
|
|
|
Class
Outstanding
|
|
|
Outstanding
(3)
|
|
|
|
|
Ohio Plastics,
LLC
(10)
c/o H.I.G.
Capital, LLC
1001 Brickell Bay Drive, 26th Floor
Miami, FL 33131
|
|
|
287,500
|
|
|
|
57.5
|
|
|
|
28.8
|
|
|
MSD Capital, L.P./SOF Investments
L.P.
(11)
645 Fifth Avenue, 21st Floor
New York, NY 10022
|
|
|
75,000
|
|
|
|
15.0
|
|
|
|
7.5
|
|
|
Ore Hill Hub
Fund Ltd.
(12)
c/o Ore
Hill Partners LLC
650 Fifth Avenue, 9th Floor
New York, NY 10019
|
|
|
52,500
|
|
|
|
10.5
|
|
|
|
5.2
|
|
|
Whitebox Convertible Arbitrage Partners, LP
3033 Excelsior Boulevard, #300
Minneapolis, Minnesota 55416
|
|
|
44,400
|
|
|
|
8.9
|
|
|
|
4.4
|
|
|
Linden Capital L.P
18 Church Street, Skandia House
Hamilton, HM22, Bermuda
|
|
|
37,000
|
|
|
|
7.4
|
|
|
|
3.7
|
|
8
4% Cumulative
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
|
|
Percent of
|
|
|
Voting Power
|
|
|
Beneficial
Owner
|
|
Shares
|
|
|
Class
Outstanding
|
|
|
Outstanding
(3)
|
|
|
|
|
Mellon Trust of New England
525 William Penn Place, Suite 3418
Pittsburgh, PA 15259
Trustee — Milacron Employee Benefit Plans
Contact: Melissa Tarasovich
Officer
|
|
|
1,113
|
|
|
|
18.5
|
|
|
|
[0.8]
|
(13)
|
|
Goldman, Sachs & Co
180 Maiden Lane
New York, NY 10038
Contact: Gloria Lio
President
|
|
|
827
|
|
|
|
13.7
|
|
|
|
0.1
|
|
|
JPMorgan Chase Bank/PCS Shared Services
340 South Cleveland Ave
Bldg 350
Westerville, OH 43081
Contact: Chris Buck
Manager
|
|
|
696
|
|
|
|
11.6
|
|
|
|
0.1
|
|
|
RBC Dain Rauscher Inc
510 Marquette Avenue South
Minneapolis, MN 55402
Contact: Steve Schafer Sr.
Associate
|
|
|
486
|
|
|
|
8.1
|
|
|
|
0.1
|
|
|
Milacron Geier Foundation
2090 Florence Avenue
Cincinnati, OH 45206
(R. D. Brown and C. F. C. Turner, Trustees)
|
|
|
391
|
|
|
|
6.5
|
|
|
|
0.1
|
|
|
National Financial Services LLC
200 Liberty Street
|
|
|
367
|
|
|
|
6.1
|
|
|
|
0.1
|
|
|
|
|
|
|
(1)
|
|
Shares totals set forth in the beneficial ownership tables
reflect the
1-for-10
reverse stock split effected by Milacron Inc. in May 2007. Notes
referring to filings with the SEC on Schedule 13D or
Schedule 13G prior to May 2007 do not reflect such reverse
stock split.
|
|
|
|
(2)
|
|
Based upon 5,538,054 shares of Common Stock outstanding as
of October 8, 2007, not including 4,890 shares held in
treasury and not giving effect to the conversion of the
Series B Preferred Stock, the exercise of the contingent
warrants or the payment of any dividends on the Series B
Preferred
Stock-in-kind.
|
9
|
|
|
|
|
(3)
|
|
Based upon 5,538,054 shares of Common Stock outstanding as
of October 8, 2007, not including 4,890 shares held in
treasury and not giving effect to the exercise of the contingent
warrants or the payment of any dividends on the Series B
Preferred
Stock-in-kind.
The following chart sets forth the percentage of voting power,
as of October 8, 2007, of (a) the holders of the
Company’s Common Stock, (b) the holders of the
Company’s Series B Preferred Stock and (c) the
holders of the Company’s 4% Preferred Stock, based upon
5,538,054 shares of Common Stock outstanding as of
October 8, 2007, not including 4,890 shares held in
treasury, and giving effect solely to the exercise of the
contingent warrants and the payment of
pay-in-kind
dividends on the Series B Preferred Stock from
December 1, 2007, through to its mandatory conversion date
(and without giving effect to any other transactions that the
Company may enter into during the applicable periods that would
result in additional dilution).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On Series
|
|
|
|
|
|
|
|
|
|
|
B Preferred
|
|
|
|
|
|
|
|
|
|
|
Stock
Mandatory
|
|
|
|
|
|
|
|
|
|
|
Conversion
Date
|
|
|
|
|
|
|
|
|
|
|
(June 10,
2011)
|
|
|
|
|
|
|
|
|
|
|
Assuming
|
|
|
|
|
|
|
|
|
|
|
Pay-in-kind
|
|
|
|
|
|
|
|
|
|
|
Dividends on
|
|
|
|
|
|
|
|
|
|
|
Series B
|
|
|
|
|
As of
|
|
|
Following
Exercise
|
|
|
Preferred
Stock
|
|
|
|
|
October 8,
|
|
|
of Contingent
|
|
|
Until Such
|
|
|
|
|
2007
|
|
|
Warrants
(a)
|
|
|
Date
(b)
|
|
|
|
|
Holders of Common
Stock
(c)
|
|
|
48.6
|
%
|
|
|
48.2
|
%
|
|
|
41.11
|
%
|
|
Holders of Series B Preferred
Stock
(d)
|
|
|
50.1
|
%
|
|
|
50.6
|
%
|
|
|
57.83
|
%
|
|
Holders of 4% Cumulative Preferred
Stock
(e)
|
|
|
1.3
|
%
|
|
|
1.2
|
%
|
|
|
1.06
|
%
|
|
|
|
|
|
|
(a)
|
Assumes that all contingent warrants and Common Stock issued
upon exercise thereof are held by holders of Series B
Preferred Stock.
|
|
|
|
|
(b)
|
Assumes exercise of the contingent warrants, that all Common
Stock issued upon exercise thereof continues to be held by
holders of Series B Preferred Stock, and that each
quarterly dividend due to the holders of Series B Preferred
Stock until the date of the mandatory conversion on
June 10, 2011, beginning with the dividend due on
December 1, 2007, is paid in-kind with shares of
Series B Preferred Stock. (The Company currently is
precluded from paying either cash or
pay-in-kind
dividends under the terms of the indenture governing its
11
1
/
2
% Senior
Secured Notes due 2011.)
|
|
|
|
|
(c)
|
Each holder of Common Stock is entitled to one vote for each
share of Common Stock held.
|
|
|
|
|
(d)
|
Each holder of Series B Preferred Stock is entitled to one
vote for each share of Common Stock into which each share of
Series B Preferred Stock is convertible.
|
|
|
|
|
(e)
|
Each holder of 4% Preferred Stock is entitled to 24 votes for
each such share of 4% Preferred Stock held.
|
|
|
|
|
|
(4)
|
|
As reported in Schedule 13G/A dated February 14, 2007,
filed with the SEC by J. Carlo Cannell, the controlling member
of Cannell Capital, LLC. Cannell Capital, LLC acts as the
investment adviser to the Anegada Master Fund Limited,
which owns 1,403,749 shares of Common Stock, and TE Cannell
Portfolio, Ltd., which owns 1,333,277 shares of Common
Stock, and is the general partner of and investment adviser to
Tonga Partners, L.P., which owns 2,262,974 shares of Common
Stock. Cannell Capital, LLC (and as its controlling member, J.
Carlo Cannell) has the right or the power to direct the receipt
of dividends from the shares of Common Stock and to direct the
receipt of proceeds from the sale of Common Stock, to Cannell
Capital, LLC’s investment advisory clients.
|
|
|
|
(5)
|
|
As reported in Schedule 13G dated February 8, 2007,
filed with the SEC by David J. Greene and Company, LLC
(“David J. Greene”), a registered broker or dealer and
an investment advisor, with
|
10
|
|
|
|
|
|
|
respect to shares of which David J. Greene has shared
dispositive power and of which clients of David J. Greene have
the right to receive dividends and proceeds of sale. David J.
Greene also reported shared voting power with respect to
2,789,979 of the shares of Common Stock as to which it reported
shared dispositive power.
|
|
|
|
(6)
|
|
As reported in Schedule 13G/A dated February 13, 2007,
filed with the SEC by Pzena Investment Management, LLC
(“Pzena”), a registered investment advisor, with
respect to shares of Common Stock of which clients of Pzena have
the right to receive and the ultimate power to direct the
receipt of dividends, or the proceeds of sale. Pzena also
reported sole voting power with respect to 3,009,726 of the
shares of Common Stock as to which it reported sole dispositive
power.
|
|
|
|
(7)
|
|
As reported in Schedule 13G/A dated February 1, 2007,
filed with the SEC by Dimensional Fund Advisors LP, an
investment advisor, with respect to shares of Common Stock held
by funds as to which it serves as investment advisor or manager.
Dimensional Fund Advisors LP possesses investment and/or
voting power over the Common Stock owned by such funds.
|
|
|
|
(8)
|
|
As reported in Schedule 13D dated August 3, 2007,
filed with the SEC by Neal Kowalski, the President of Centran
Logistics, Inc., a transportation services company, with respect
to 279,838 shares of Common Stock. Neal Kowalski possesses
sole power to vote and dispose of all such shares.
|
|
|
|
(9)
|
|
As reported in Schedule 13D dated February 17, 2006,
filed with the SEC by Fine Capital Partners, L.P., an investment
manager to certain private investment funds, Fine Capital
Advisors, LLC, as the general partner of Fine Capital Partners,
L.P., and Debra Fine, as a principal of Fine Capital Partners,
L.P. and Fine Capital Advisors, LLC, with respect to
2,786,700 shares beneficially held by such persons. Such
persons do not directly own any shares of Common Stock.
|
|
|
|
(10)
|
|
As reported in Schedule 13D dated October 12, 2007,
filed with the SEC by Ohio Plastics, LLC with regard to
287,500 shares of Series B Preferred Stock
beneficially held with shared voting and dispositive power by
Ohio Plastics, LLC, Ohio Plastics Recovery, Ltd., Ohio Plastics
Financing, Inc., Bayside Opportunity Fund, L.P., Bayside
Opportunity Advisors, L.L.C., H.I.G.-GPII, Inc., Sami W.
Mnaymneh, and Anthony A. Tamer.
|
|
|
|
(11)
|
|
As reported in Schedule 13G filed by MSD Capital, L.P. and
SOF Investments, L.P., dated March 20, 2006, with regard to
75,000 shares of Series B Preferred Stock held by SOF
Investments, L.P., with shared voting and dispositive power. MSD
Capital, L.P. is the general partner of SOF Investment, L.P. and
therefore may be deemed to be the indirect beneficial owner of
such shares.
|
|
|
|
(12)
|
|
As reported in Schedule 13G filed by Ore Hill Hub
Fund Ltd. and Ore Hill Partners LLC, dated March 22,
2006, with regard to 52,500 shares of Series B Preferred
Stock held by Ore Hill Hub Fund Ltd. with shared voting and
dispositive power. Ore Hill Partners LLC is the investment
manager of Ore Hill Hub Fund Ltd. and, accordingly, may be
deemed to have voting and dispositive power with respect to such
shares.
|
|
|
|
(13)
|
|
Includes both the 29,066 shares of Common Stock and the
1,113 shares of 4% Cumulative Preferred Stock beneficially
owned by Mellon Trust of New England.
|
11
SHARE
OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the beneficial ownership of
Common Stock, Series B Preferred Stock and 4% Preferred
Stock as of October 8, 2007 for each of the directors, and
for each of the executive officers named in the Summary
Compensation Table included in the Company’s proxy
statement dated April 13, 2007. For further information
regarding our executive officers, reference is made to the
section titled “Executive Officers of the Registrant”
in Part I of the Company’s
Form 10-K
filed with the SEC on March 9, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent
|
|
|
Series
|
|
|
Percent
|
|
|
|
|
|
Percent
|
|
|
|
|
|
|
|
of
|
|
|
B
|
|
|
of
|
|
|
4%
|
|
|
of
|
|
|
|
|
Common
|
|
|
Class
|
|
|
Preferred
|
|
|
Class
|
|
|
Preferred
|
|
|
Class
|
|
|
Name
|
|
Stock
(1)
|
|
|
Outstanding
|
|
|
Stock
|
|
|
Outstanding
|
|
|
Stock
|
|
|
Outstanding
|
|
|
|
|
Sallie B.
Bailey
(2)
|
|
|
0
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Ronald D.
Brown
(1)(3)
|
|
|
155,477
|
|
|
|
2.8
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
John P. Bolduc
|
|
|
0
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
John B. Caple
|
|
|
0
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Norman Cohen
|
|
|
0
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Steven N.
Isaacs
(1)(2)(4)
|
|
|
58,246
|
|
|
|
1.0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Tiffany F. Kosch
|
|
|
0
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Donald R.
McIlnay
(1)(2)
|
|
|
200
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Mark L.
Segal
(1)(2)
|
|
|
200
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Lewis J. Schoenwetter
|
|
|
0
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Charles F. C.
Turner
(1)(2)(3)
|
|
|
1,421
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
34.2
|
|
|
|
0.6
|
|
|
Larry D.
Yost
(2)
|
|
|
200
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Ross A.
Anderson
(1)
|
|
|
60,918
|
|
|
|
1.1
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Karlheinz Bourdon**
|
|
|
12,875
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Robert C.
McKee
(1)
|
|
|
45,874
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Hugh C.
O’Donnell
(1)
|
|
|
51,141
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
All directors and Named Executive Officers as a group
|
|
|
386,552
|
|
|
|
6.9
|
|
|
|
—
|
|
|
|
—
|
|
|
|
34.2
|
|
|
|
0.6
|
|
|
All directors and executive officers as a group —
22 persons
(5)(6)
|
|
|
581,172
|
|
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
34.2
|
|
|
|
0.6
|
|
|
|
|
|
|
*
|
|
Denotes less than 1%.
|
|
|
|
**
|
|
Figures for share ownership of Common Stock for Mr. Bourdon
are as of February 16, 2007, the date he ceased service as
an executive officer of the Company.
|
|
|
|
(1)
|
|
The amounts shown include (a) the following shares that may
be acquired within 60 days pursuant to outstanding option
grants: Mr. Anderson 400 shares, Mr. Brown
16,000 shares, Mr. McKee 4,500 shares,
Mr. O’Donnell 4,100 shares, Mr. Isaacs
150 shares, Mr. Turner 350 shares, and
85,590 shares for all directors and executive officers as a
group; (b) the following shares allocated to participant
accounts under the Milacron Retirement Savings Plan, according
to information furnished by the Plan Trustee: Mr. Anderson
761 shares, Mr. Brown 945 shares, Mr. McKee
596 shares, Mr. O’Donnell 888 shares, and
5,987 shares for all directors and executive officers as a
group; (c) grants of the following time-based restricted
stock which have not vested: Mr. Anderson
20,150 shares, Mr. Brown 28,750 shares,
Mr. McKee 12,300 shares, Mr. O’Donnell
12,675 shares, Mr. McIlnay 200 shares and
138,875 shares for all directors and executive officers as
a group; (d) grants of the following performance-based
restricted stock which have not been earned and have
|
12
|
|
|
|
|
|
|
not vested: Mr. Anderson 36,750 shares, Mr. Brown
76,250 shares, Mr. McKee 24,000 shares,
Mr. O’Donnell 25,125 shares, and
277,225 shares for all executive officers as a group.
|
|
|
|
(2)
|
|
The amounts shown do not include: (a) credits of stock
units under the Company’s deferred compensation plans for
non-employee directors as follows: Ms. Bailey
7,904 units, Mr. Cohen 744 units, Mr. Isaacs
7,882 units, Mr. McIlnay 4,844 units,
Mr. Schneider 836 units, Mr. Segal
7,796 units, Mr. Turner 8,351 units, and
Mr. Yost 7,796 units; and (b) 933 deferred shares
each for Messrs. Isaacs, Segal, Turner, Yost and
Ms. Bailey granted pursuant to the Milacron Inc. 2004
Long-Term Incentive Plan.
|
|
|
|
(3)
|
|
The amounts shown do not include 391.3 shares of 4%
Preferred Stock held by the Milacron Geier Foundation (of which
Messrs. Brown and Turner are Trustees), as to which shares
beneficial ownership is disclaimed.
|
|
|
|
(4)
|
|
The amount shown for Mr. Isaacs includes 57,500 shares
that may be obtained within 60 days by Glencore Finance AG
upon the exercise of warrants. Mr. Isaacs is Managing
Director of Glencore Finance AG and has disclaimed personal
beneficial ownership with regard to these shares.
|
|
|
|
(5)
|
|
In the event of full conversion of all Series B Preferred
Stock, directors and executive officers’ (including those
not named in the table above) beneficial ownership as a group of
outstanding Common Stock would be 5.2%.
|
|
|
|
(6)
|
|
No director or executive officer has outstanding any arrangement
for the pledge of shares of Milacron Common Stock, Series B
Preferred Stock or 4% Preferred Stock.
|
SHAREHOLDER
PROPOSALS FOR THE
2008 ANNUAL MEETING OF SHAREHOLDERS
The Company’s proxy statement for the 2007 Annual Meeting
of Shareholders (the “2007 Proxy Statement”) contained
certain information with respect to the deadlines for submitting
shareholder proposals for the 2008 Annual Meeting that, due to
an inadvertent administrative error, were stated incorrectly.
The following information with respect to the deadlines for
shareholder proposals and shareholder nominations for director
election are intended to supersede and replace the information
set forth in the 2007 Proxy Statement.
In order for shareholder proposals for the 2008 Annual Meeting
of Shareholders to be eligible for inclusion in the
Company’s proxy material, they must be received by the
Company at its principal office in Cincinnati, Ohio, on or
before December 15, 2007. Such proposals must also comply
with all of the requirements set forth in
Rule 14a-8
under the Securities Exchange Act of 1934 (as amended)
(“Rule 14a-8”).
To present at the 2008 Annual Meeting shareholder nominations
for director election and all other business that is not
included in the Company proxy materials under
Rule 14a-8,
timely notice thereof must be given in writing to the Secretary
of the Company not earlier than the close of business on
January 3, 2008, nor later than the close of business on
February 2, 2008. In no event shall the public announcement
of an adjournment or postponement of the 2008 Annual Meeting of
Shareholders commence a new time period (or extend any time
period) for the giving of a shareholder’s notice as
described above. In order to present nominees or business for
shareholder action at the 2008 Annual Meeting (other than a
proposal included in the Company’s proxy materials under
Rule 14a-8),
a shareholder must also comply with certain requirements set
forth in Article II, Section 12 of the Amended and
Restated By-Laws of the Company.
If any shareholder who intends to propose any other matter to be
acted upon at the 2008 Annual Meeting of Shareholders does not
inform the Company of such matter by February 2, 2008, the
persons named as proxies for the 2008 Annual Meeting of
Shareholders will be permitted to exercise discretionary
authority to vote on such matter even if the matter is not
discussed in the proxy statement for that meeting.
13
The Board does not intend to present any other business at the
Special Meeting and knows of no other matters which will be
presented. However, if any other matters properly come before
the meeting, it is the intention of the persons named as proxies
to vote in accordance with their judgment on such matters.
By order of the Board of Directors,
Hugh C. O’Donnell
Senior Vice President,
General Counsel and Secretary
Cincinnati, Ohio
October , 2007
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE, AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE, OR SUBMIT YOUR PROXY VIA THE TELEPHONE OR
INTERNET. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY
AND VOTE YOUR SHARES IN PERSON.
14
TEXT OF THE
PROPOSED AMENDMENT
TO THE REDEMPTION
PROVISION OF THE SERIES B PREFERRED STOCK
Section 9 of the Certificate of Designation of Voting
Powers, Designation, Preferences and Relative, Participating,
Optional and Other Special Rights and Qualifications,
Limitations and Restrictions of 6.0% Series B Convertible
Preferred Stock (the “Designation”) of the Company is
hereby amended by inserting the following text as a new
paragraph (vi) at the end of Section 9:
(vi) Notwithstanding the foregoing provisions of this
Section 9, no Series B Preferred Stock may be redeemed
by the Company pursuant to the provisions of this Section 9
unless such redemption is permitted by or complies with the
terms and provisions of the Financing Agreements, including,
without limitation, Section 4.07 of the Indenture governing
the Company’s
11
1
/
2
% Senior
Secured Notes due 2011, between Milacron Escrow Corporation and
U.S. Bank National Association, dated May 26, 2004, as
amended and supplemented.
A-1
TEXT OF THE
PROPOSED AMENDMENT TO INCLUDE OHIO PLASTICS, LLC
AND CERTAIN OTHER PERSONS AS “INITIAL INVESTORS”
FOR
PURPOSES OF THE SERIES B PREFERRED STOCK
The Certificate of Designation of Voting Powers, Designation,
Preferences and Relative, Participating, Optional and Other
Special Rights and Qualifications, Limitations and Restrictions
of 6.0% Series B Convertible Preferred Stock (the
“Designation”) of the Company is hereby amended as
follows:
FIRST:
The definition of “Initial
Investors” set forth in Section 18 of the Designation
is hereby amended to read in its entirety as follows:
“
Initial Investors
”
means
(i) Glencore Finance AG, (ii) Mizuho International
plc, (iii) Ohio Plastics, LLC and its affiliates and
associates and (iv) solely for purposes of the definition
of “Change of Control,” any “person” (as
such term is used in Sections 13(d) and 14(d) of the
Exchange Act) who beneficially owns shares of capital stock of
the Company that at any time were beneficially owned by any of
the persons described in clause (iii). For purposes of this
paragraph, shares are “beneficially owned” by a person
who would be considered a beneficial owner of such shares
pursuant to
Rules 13d-3
and
13d-5
under the Exchange Act.
SECOND:
Clause (i) of the definition of
“Change of Control” set forth in Section 18 of
the Designation is hereby amended to replace the word
“both” with the word “more.”
THIRD:
The definition of “Contingent
Warrants” set forth in Section 18 of the Designation
is hereby amended to replace the words “the Initial
Investors” with the words “Glencore Finance AG and
Mizuho International plc.”
FOURTH:
The definition of “Note Purchase
Agreement” set forth in Section 18 of the Designation
is hereby amended to replace the words “the Initial
Investors” with the words “Glencore Finance AG and
Mizuho International plc.”
B-1
|
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE
PROPOSALS.
|
|
Please Mark Here for Address Change or Comments
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2
|
|
1. Amendment to the redemption provision of the Series B Preferred Stock.
|
|
2. Amendment to include Ohio Plastics, LLC and certain other persons as “Initial Investors” for
purposes of the Series B Preferred Stock.
|
|
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such.
|
|
Submit a Proxy by Internet or Telephone or Mail
|
|
24 Hours a Day, 7 Days a Week
|
|
For shares held in a 401(k) or IRA plan sponsored by Milacron Inc., internet and telephone
voting is available through 11:59 PM Eastern Time on Friday November 23, 2007. For all other
shares, internet and telephone voting is available through 11:59 PM Eastern Time the day prior to
special meeting day. Your Internet or telephone proxy authorizes the named proxies to vote your
shares in the same manner as if you marked, signed and returned your proxy card.
|
|
INTERNET http://www.proxyvoting.com/mz
|
|
Use the internet to submit your proxy. Have your proxy card in hand when you access the web site.
|
|
Use any touch-tone telephone to submit your proxy. Have your proxy card in hand when you call.
|
|
If you submit a proxy by Internet or by telephone, you do NOT need to mail back your proxy
card. To submit by mail, mark, sign and date your proxy card and return it in the enclosed
postage-paid envelope.
|
|
Choose
MLink
SM
for fast, easy and secure 24/7 online access to your future proxy
materials, investment plan statements, tax documents and more. Simply log on to
Investor
ServiceDirect
®
at www.bnymellon.com/shareowner/isd where step-by-step instructions will
prompt you through enrollment.
|
|
This Proxy is solicited on behalf of the Board of Directors Proxy for Special Meeting of
Shareholders to be held November 27, 2007
|
|
Charles F. C. Turner and Larry D. Yost (each with power to act alone and power of
substitution) are hereby authorized to represent and to vote all the shares of Common Stock, 6%
Series B Convertible Preferred Stock and 4% Cumulative Preferred Stock of Milacron Inc. which the
undersigned may be entitled to vote at a Special Meeting of Shareholders to be held November 27,
2007, and any adjournment or postponement thereof, for the purposes of considering and taking
action upon the matters listed below, as more fully set forth in the Proxy Statement of Milacron
Inc. dated ___, receipt of which is hereby acknowledged, and in their discretion on all other
matters that may properly come before the meeting or that are incident to the conduct of the
meeting. If the undersigned has a beneficial interest in shares held in a 401(k) or IRA plan
sponsored by Milacron Inc., this proxy shall constitute a voting instruction form with respect to
such plan shares. Voting instructions with respect to such plan shares must be provided by 11:59
p.m. Eastern Time on Friday, November 23, 2007, in the manner described herein. If voting
instructions are not received by that time, such plan shares will be voted by the plan trustee as
described in the aforementioned proxy statement. The undersigned hereby revokes any and all prior
proxies granted with respect to the matters described herein.
|
|
This proxy when properly executed will be voted as directed by the undersigned. If no direction is
made, this proxy will be voted “FOR” Proposals (1) and (2).
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
|
|
Address Change/Comments (Mark the corresponding box on the reverse side)
|
|
You can now access your
MILACRON INC.
account online.
|
|
Access your Milacron Inc. shareholder/stockholder account online via Investor ServiceDirect
®
(ISD).
|
|
Mellon Investor Services LLC, Transfer Agent for Milacron Inc., now makes it easy and convenient to
get current information on your shareholder account.
|
|
•
View account status
•
View payment history for dividends
|
|
•
View certificate history
•
Make address changes
|
|
•
View book-entry information
•
Obtain a duplicate 1099 tax form
|
|
•
Establish/change your PIN
|
|
Visit us on the web at http://www.bnymellon.com/shareowner
|
|
For Technical Assistance Call 1-877-978-7778 between 9am-7pm Monday-Friday Eastern Time
|
|
Investor ServiceDirect
®
is a registered trademark of Mellon Investor Services LLC
|
|
To commence printing on this proxy card please sign, date and fax this card to: 732-802-0260
|
|
Mark this box if you would like the Proxy Card EDGARized: ASCII
|
|
(THIS BOXED AREA DOES NOT PRINT)
|
|
Registered Quantity 5000.00
|
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