CINCINNATI
MILACRON
Cincinnati, Ohio 45209
_______________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held April 23, 1996
The Annual Meeting of the Shareholders of Cincinnati Milacron Inc.
(the "Company") will be held at the offices of the Company, 4701
Marburg Avenue, Cincinnati, Ohio 45209 on Tuesday, April 23, 1996,
at 9:00 A.M., E.D.T., for the following purposes:
1. To elect three directors.
2. To confirm the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year 1996.
3. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on February
28, 1996, as the record date for determining the shareholders
entitled to notice of and to vote with respect to this
solicitation.
The Annual Report of the Company for the year 1995, containing
financial statements, is enclosed.
PLEASE MARK, SIGN AND RETURN THE ENCLOSED
PROXY IN THE ENVELOPE PROVIDED.
By order of the Board of Directors,
Wayne F. Taylor, Vice President,
General Counsel and Secretary
The date of this Proxy Statement is March 22, 1996.
Cincinnati Milacron Inc.
4701 Marburg Avenue
Cincinnati, Ohio 45209
_______________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 23, 1996
The Proxy Statement is furnished to shareholders on or about March
22, 1996, in connection with the solicitation by the Board of
Directors of Cincinnati Milacron Inc., a Delaware corporation (the
"Company"), 4701 Marburg Avenue, Cincinnati, Ohio 45209 of proxies
in the accompanying form to be used at the Annual Meeting of
Shareholders to be held on April 23, 1996, and any adjournment
thereof. The shares represented by the proxies received pursuant to
this solicitation and not revoked will be voted at the Annual
Meeting. A shareholder who has given a proxy may revoke it by
voting in person at the meeting, by giving a written notice of
revocation to the Secretary of the Company at the address indicated
above or by giving a later dated proxy at any time before voting.
If a choice has been specified by a shareholder with respect to any
matter by means of the ballot on the proxy, 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
election of the nominees for Director set forth on the proxy, and
FOR confirmation of Ernst & Young LLP as independent auditors of
the Company for the fiscal year 1996.
It is important that your shares be represented at the meeting.
Whether or not you plan to attend the meeting, please sign and date
the enclosed proxy and return it promptly in the accompanying
envelope in order that your shares may be voted at the meeting.
Shareholders of record of the Company's Common Stock, par value
$1.00 per share ("Common Stock"), and of its 4% Cumulative
Preferred Stock, par value $100 per share ("Preferred Stock"), at
the close of business on February 28, 1996, are entitled to notice
of and to vote at the Annual Meeting and any adjournment thereof.
On that date, there were outstanding 60,000 shares of Preferred
Stock and 34,265,117 shares of Common Stock exclusive of shares of
Common Stock held in the treasury of the Company.
Each share of Preferred Stock is entitled to 24 votes. The
Company's Amended Certificate of Incorporation, subject to certain
exceptions, provides that each share of Common Stock entitles the
holder thereof to ten votes on each matter to be considered at the
meeting, except that no holder shall be entitled to exercise more
than one vote on any such matter in respect of any share of Common
Stock with respect to which there has been a change of beneficial
ownership after February 1, 1993. Based on the information with
respect to beneficial ownership possessed by the Company at the
date of this Proxy Statement, the holders of more than half of the
shares of Common Stock will be entitled to exercise ten votes per
share at the meeting and the holders of the remainder of the
outstanding shares of Common Stock will be entitled to one vote per
share. The actual voting power of each holder of Common Stock will
be based on information possessed by the Company at the time of the
meeting.
Proxy cards, with text printed in black on white stock, are being
furnished to individuals with this Proxy Statement to cover shares
of Common Stock with respect to which the Company's records show
beneficial ownership as of February 1, 1993, or thereafter. Each of
these cards has at the upper center area of the signature side an
indication of the total vote to which the respective individual
holder is entitled.
Shares of Common Stock held of record in the names of banks,
brokers, nominees and certain other entities are covered by Proxy
cards on white stock with a blue stripe. A shareholder who has been
a continuous beneficial owner since February 1, 1993, is entitled
to ten votes for each share of Common Stock PROVIDED the
certification form on the Proxy card with the blue stripe is
completed. If this certification is not completed, a change of
beneficial ownership will, for purposes of this Annual Meeting, be
deemed to have occurred after February 1, 1993, with respect to all
the shares of Common Stock covered thereby, so that the holder will
be entitled to only one vote per share for all such shares.
For purposes of exercising the pass through voting rights for
participants in the Company's employee benefit plans, each
participant having shares of Common Stock credited to his or her
account will receive a voting direction card on white stock with a
pink stripe to be returned to the Trustee of those benefit plans
with voting instructions.
The holders of shares of Common Stock and Preferred Stock entitling
them to exercise a majority of the total voting power of the
Company's stock, present in person or by proxy, at the Annual
Meeting shall constitute a quorum.
Proxy Solicitation
The expense of printing and mailing proxy material will be borne by
the Company. In addition to the solicitation of proxies by mail,
solicitation may be made by certain Directors, officers and other
employees of the Company in person or by telephone, telegraph, fax
or telex. No additional compensation to such persons will be paid
for such solicitation.
Arrangements will also be made with brokerage firms and other
custodians, nominees and fiduciaries to forward proxy solicitation
material to certain beneficial owners of the Common Stock and
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. In
addition, the Company has retained D.F. King & Co., Inc. to aid in
the solicitation of proxies for a fee estimated at $15,000, plus
reasonable out-of-pocket expenses.
ELECTION OF DIRECTORS
The shares of the Preferred Stock and the shares of the Common
Stock vote together as a single class for the election of
Directors. The candidates receiving the greatest number of votes up
to the number of directors to be elected will be elected. Votes
withheld on directors as well as broker non-votes will be counted
toward the establishment of quorum, but will have no effect on the
election of directors.
Under the Company's By-Laws, the Board of Directors is to consist
of a number fixed by the Board, and is not to be less than nine nor
more than fifteen members. Currently, the number of Board members
is set at nine, divided among three classes.
The persons named as proxies on the enclosed Proxy card (the "Proxy
Committee") intend to vote (unless authority to do so is withheld)
for the re-election for a three-year term of three Directors: Neil
A. Armstrong, Lyle Everingham and Raymond E. Ross. The three
nominees have consented to being named as such and to serve if
elected. Mr. Everingham will reach mandatory retirement age under
the Board's retirement policy during said three year term.
In the unexpected event that, prior to the election, any one or
more of the nominees shall be unable to serve, the Proxy Committee
will vote for the election of such substitute nominees, and for
such term or terms as the Board of Directors may propose, and in no
event may proxies be voted for more than three Directors.
The following information is furnished with respect to each nominee
for election as a Director and for each other person whose terms of
office as a Director will continue after the meeting:
_________________________________________________________________
DARRYL F. ALLEN Member: Audit Committee
Director since 1993 Term expires 1997
Age 52
Mr. Allen is, and has been for more than the past five years,
Chairman, President and Chief Executive Officer of TRINOVA
Corporation, Maumee, Ohio, a world-wide manufacturer and
distributor of engineered components and systems for markets which
include industrial, automotive, aerospace and defense. Director of
TRINOVA Corporation.
_________________________________________________________________
NEIL A. ARMSTRONG Member: Executive Committee
Director since 1980 Audit Committee
Age 65 Term expires 1996, nominee for
three-year term
Mr. Armstrong is, and has been for more than the past five years,
Chairman of AIL Systems, Inc. (a division of Eaton Corporation),
manufacturer of electronic countermeasure systems. Director of The
CINergy Co., Eaton Corporation, USX Corporation, Thiokol Corp. and
RMI Titanium Co.
_________________________________________________________________
LYLE EVERINGHAM Member: Executive Committee
Director since 1984 Personnel and Compensation Committee
Age 69 Term expires 1996, nominee for three-year
term
Mr. Everingham had served for more than five years, until his
retirement in 1991, as Chairman and Chief Executive Officer of The
Kroger Co., a food retailer and manufacturer. Director of
Providian Corporation, Federated Department Stores and The Kroger
Co.
_________________________________________________________________
HARRY A. HAMMERLY Member: Audit Committee
Director since 1992 Term expires 1998
Age 62
Mr. Hammerly had served for more than five years, until his
retirement in 1995, as Executive Vice President of 3M Company, St.
Paul, Minnesota, a world-wide manufacturer serving industrial,
commercial, health care and consumer markets. Director of 3M
Company, Apogee Enterprises, Inc., BMC Industries, Inc. and The
Geon Company.
_________________________________________________________________
DANIEL J. MEYER Member: Executive Committee
Director since 1985 Term expires 1998
Age 59
Mr. Meyer is, and has been for more than the past five years,
Chairman and Chief Executive Officer of the Company. Director of
Star Banc Corp., The E.W. Scripps Company and Hubbell Incorporated.
_________________________________________________________________
JAMES E. PERRELLA Member: Personnel and Compensation
Director since 1993 Committee
Age 60 Term expires 1997
Mr. Perrella is Chairman, President and Chief Executive Officer of
Ingersoll-Rand Company, Woodcliff Lake, New Jersey, a world-wide
manufacturer of machinery and equipment for automotive,
construction, energy and general industries, and has served in that
capacity since November 1993. He was President of Ingersoll-Rand
Company from 1992 to 1993, and Executive Vice President from 1982
to 1992. Director of Becton Dickinson and Company and
Ingersoll-Rand Company.
_________________________________________________________________
RAYMOND E. ROSS Term expires 1996, nominee for three-year
Director since 1991 term
Age 59
Mr. Ross is President and Chief Operating Officer of the Company
and has served in that capacity since November, 1991. He was
elected Executive Vice President, Operations and a Director of the
Company in 1991.
_________________________________________________________________
DR. JOSEPH A. STEGER Member: Executive Committee
Director since 1985 Nominating Committee
Age 59 Personnel and Compensation
Committee
Term expires 1998
Dr. Steger is, and has been for more than the past five years,
President, University of Cincinnati. Director of Crucible
Materials, Inc., Provident Bancorp, Inc. and The Provident Bank.
_________________________________________________________________
HARRY C. STONECIPHER Member: Personnel and Compensation
Director since 1991 Committee
Age 59 Term expires 1997
Mr. Stonecipher is President and Chief Executive Officer of
McDonnell Douglas Corporation, a producer of military and
commercial jet aircraft and helicopters as well as missiles, space
launch vehicles, and electronic systems, and has served in that
capacity since September, 1994. He was Chairman, President and
Chief Executive Officer of Sundstrand Corporation, Rockford,
Illinois, from 1991 to 1994. Director of McDonnell Douglas
Corporation, Computer Management Sciences Inc. and Sentry Insurance
Co.
BOARD OF DIRECTORS AND BOARD COMMITTEES
Compensation and Benefits
The Company compensates Directors, other than Directors who are
also employees of the Company or any of its subsidiaries, by
payment of an annual retainer of $25,000 and a fee of $1,200 for
each Board and committee meeting attended and a fee of $800 for
participation in each telephone meeting. Chairmen of the Audit
Committee and Personnel and Compensation Committee also receive an
annual retainer of $2,000. Directors may defer for future payment
all or a specified portion of their compensation, and such deferred
compensation earns interest at certain rates established from time
to time by the Internal Revenue Service, or such compensation may
be deferred to a Company stock account. In addition, the Directors
may elect to be covered by $100,000 of group term life insurance.
In 1991, the Board of Directors approved the 1991 Restricted Stock
Plan for Non-Employee Directors ("Plan") to help attract and retain
highly qualified individuals and to relate non-employee Directors'
compensation more closely to the Company's performance and the
interest of its shareholders. Each non-employee Director elected
after the effective date of the Plan and before its expiration on
January 1, 1994, ("Participant") automatically received 500 shares
of restricted stock, subject to a three-year restriction against
encumbering or disposing of the shares and conditioned upon the
participant remaining as a Director of the Company for the
restriction period.
Awards of restricted shares and stock options to Directors are
provided for in the 1994 Long-Term Incentive Plan. Messrs. Allen,
Armstrong, Everingham, Hammerly, Perrella, Steger and Stonecipher
each received a stock option grant of 1,000 shares under the plan
in fiscal year 1995.
In 1989, the Board of Directors approved the Retirement Plan for
Non-Employee Directors ("Director's Retirement Plan") which
provides benefits for those non-employee Directors who have vested
in the Director's Retirement Plan by serving on the Board for six
years or more and who are not eligible to receive pension benefits
from the Company or any of its subsidiaries. Non-employee
Directors must resign at the Board Meeting next following his or
her seventieth birthday. Benefits are for life and are paid
monthly beginning on the month following the Director's seventieth
birthday. An eligible Director with ten or more years of vested
service shall receive a retirement benefit equal to one hundred
percent of the Director's base retainer as of the last day of
service. Directors having less than ten years vested service
receive a reduced benefit. Directors whose benefits have vested
shall receive a minimum of thirty-six monthly payments, such
payment to be made to the Director's estate in the event of death
prior to receiving the thirty-six payments. In the event of a
change of control of the Company, all vested benefits will be paid
to the Directors in one lump-sum payment calculated on a
present-value basis. A change of control includes the acquisition
by a person of 20% or more of the voting power of the Company, the
sale of substantially all of the assets of the Company, or
liquidation or dissolution of the Company, or shareholder approval
of certain mergers or consolidations with other corporations.
Meetings and Committees
The Board of Directors held six meetings in fiscal year 1995.
Average attendance by Directors at the aggregate of the Board and
committee meetings was 88%. No Director attended fewer than 75% of
the aggregate of the meetings of the Board and the committees on
which they served, except for Mr. Stonecipher who attended 50% of
the aggregate of said meetings.
The Board of Directors has established four committees with
specific responsibilities. The Executive Committee is composed of
four members, three non-employee Directors and one employee
Director. The Committee meets only on call and may exercise, in
the intervals between meetings of the Board, powers of the Board in
the management of the business and affairs of the Company. The
Committee held no meetings in fiscal year 1995.
The Audit Committee is composed of three non-employee Directors.
The Committee recommends to the Board of Directors the appointment
of the independent auditors and meets with members of management,
the independent auditors and the internal auditors, both together
and privately, to review the annual financial statements, audit
coverage and results, the adequacy of internal accounting controls
and the quality of financial reporting. The Committee also
oversees the Company's compliance with its policies regarding
boycotts and questionable payments and practices. The Committee
held two meetings in fiscal year 1995.
The Personnel and Compensation Committee is composed of four
non-employee Directors. The Committee recommends to the Board of
Directors the compensation of the Chairman and the President,
reviews the compensation of all corporate officers, reviews
management manpower planning and development programs and
administers management incentive programs. The Committee held
three meetings in fiscal year 1995.
The Nominating Committee is composed of two non-employee Directors.
The Committee recommends to the Board of Directors the names of
possible nominees for election to the Board. The Committee will
consider any recommendation by shareholders of possible Director
nominees submitted in writing to the Committee in care of the
Secretary of the Company no later than the close of business on the
10th day following the day on which notice of the date of the
Annual Meeting of Shareholders was mailed. Biographical data and
the proposed nominee's written consent to be named as a nominee
must be included. The Committee held one meeting in fiscal year
1995.
Shareholder Meetings: Conducting Business and Notice
At any meeting of the shareholders other than the Annual Meeting,
which is provided for below, only such business shall be conducted
as shall have been brought before the meeting by or at the
direction of the Board of Directors or by any shareholder who is
entitled to vote with respect thereto and who has given timely
notice thereof in writing to the Secretary of the Company not later
than the close of business on the 10th day following the day on
which notice of the date of the meeting was mailed.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table gives information concerning the beneficial
owners of more than five percent of the Company's outstanding
shares of Common Stock and Preferred Stock as of February 28, 1996:
<PAGE>
Common Stock
<TABLE>
<CAPTION>
Beneficial Owner Shares Percent of Outstanding
<S> <C> <C>
FMR Corporation 4,481,512 13.05
82 Devonshire Street
Boston, MA 02109
American Express Company 3,754,526 10.93
200 Jessey Street
World Financial Center
New York, NY 10285
James A.D. Geier 1,732,330(1) 5.04
455 Delta Avenue, Suite 108
Cincinnati, OH 45226
</TABLE>
<PAGE>
Preferred Stock
<TABLE>
<CAPTION>
Beneficial Owner Shares Percent of Outstanding
<S> <C> <C>
State Street Bank and Trust Company 11,126 18.54
P.O. Box 351
Boston, MA 02101
Trustee - Cincinnati Milacron
Employee Benefit Plans
Chase Manhattan Bank, N.A. 6,962 l1.60
1 Chase Manhattan Plaza
New York, NY 10081
PNC Bank, National Association 5,791 9.65
51 Mercedes Way
Edgewood, NY 11717
McDonald & Company Securities, Inc. 4,267 7.11
2100 Society Building
Cleveland, OH 44114
Cincinnati Milacron Foundation 3,913 6.52
Cincinnati, OH 45209 -
(L. Everingham,N.A. Armstrong,
R.E. Ross and D.J. Meyer, Trustees)
James A.D. Geier 3,049(1) 5.08
455 Delta Avenue, Suite 108
Cincinnati, OH 45226
</TABLE>
<PAGE>
Unless otherwise noted, the above-named individuals or entities
have sole voting and investment power.
(1) Mr. Geier's beneficial ownership includes 1,492,687 common
shares and 2,821 preferred shares held in estates and trusts for
the benefit of others with respect to which Mr. Geier is a
fiduciary or has shared voting power, and with respect to which
voting power may be delegated to the trustee, 18,942 common shares
in an IRA and 12,833 common shares in the name of Mr. Geier's wife
and 3,000 shares that may be acquired within 60 days pursuant to
outstanding option grants.
SHARE OWNERSHIP OF DIRECTORS AND OFFICERS
Set forth in the following table is the beneficial ownership of
Common Stock and Preferred Stock as of February 28, 1996 for each
of the Directors and of the Officers named in the Summary
Compensation Table. No Director or Officer owns more than one
percent of the class shown, except as set forth in the footnotes
below.
Name Common Shares(1) Preferred Shares
Darryl F. Allen(2) 5,630 0
Neil A. Armstrong 3,550 0
Lyle Everingham 3,700 0
Harry A. Hammerly(2) 8,291 0
Daniel J. Meyer(3) 579,038 380
James E. Perrella(2) 5,027 0
Raymond E. Ross 343,126 0
Joseph A. Steger 3,628 0
Harry C. Stonecipher 7,500 0
Ronald D. Brown 105,553 0
Harold J. Faig 144,966 0
Alan L. Shaffer 136,323 0
All Officers and
Directors As a Group(4) 1,952,051 380
(1) The amounts shown include (a) the following shares that may be
acquired within 60 days pursuant to outstanding option grants: Mr.
Meyer, 469,376 shares, Mr. Ross, 310,060 shares, Mr. Brown, 92,080
shares, Mr. Faig, 130,170 shares, Mr. Shaffer, 110,360 shares,
3,000 shares each for Messrs. Allen, Armstrong, Everingham,
Hammerly, Perrella, Steger and Stonecipher and 1,609,022 shares for
all Directors and Officers as a group; (b) shares allocated to
participant accounts under the Company's Performance Dividend and
Savings Plan as of December 31, 1995, according to information
furnished by the Plan Trustee; (c) shares with shared voting or
investment power, and those held by certain members of the
individuals' families as to which beneficial ownership is
disclaimed, and (d) credits of stock units under the Company's
deferred compensation plan as follows: Mr. Meyer, 11,107 units, Mr.
Ross, 7,348 units, Mr. Brown, 3,784 units, Mr. Faig, 4,547 units,
and Mr. Shaffer, 4,726 units.
(2) The amounts shown include credits of stock units under the
Company's deferred compensation plan for non-employee Directors as
follows: Mr. Allen, 2,130 units, Mr. Hammerly, 3,713 units and Mr.
Perrella, 1,027 units.
(3) Mr. Meyer's beneficial ownership is 1.69% of the common shares
outstanding.
(4) Directors' and Officers' beneficial ownership as a group is
5.68% of the common shares (20 persons) and .63% of the preferred
shares (1 person) outstanding.
CERTAIN TRANSACTIONS
During fiscal 1995, the Company made loans to Mr. D. J. Meyer,
Chairman and CEO, under the Company's Employee Stock Loan Program
for the purpose of exercising stock options and purchasing stock
under the Company's Long-Term Incentive Program. The largest
aggregate amount of indebtedness outstanding at any time during
said period was $144,350, the current balance owing at the end of
such period was $137,430 and the rate of interest is 7.91%.
<PAGE>
Stock Loan Programs
The Employee Stock Loan Program, approved by the Board of Directors
of the Company, is applicable to key employees who have received
stock options or grants of restricted stock pursuant to the
Company's Long-Term Incentive Plans. This loan program provides
loans to employees up to the amount due in cash for the exercise
price of the stock options, or any required withholding taxes as a
result of exercising such options or the lapse of restrictions on
restricted stock awards. These loans are to be repaid on terms of
regular payments of not more than 10 years unless the related stock
is divested by the employee prior to said time, in which case all
amounts owing become payable. The interest rates for these loans
are established from time to time by the Personnel and Compensation
Committee in compliance with Internal Revenue Service guidelines.
The interest rate is the applicable Federal rate in effect under
Section 1274 (d) of the Internal Revenue Code of 1986, as of the
day in which the loan is made. As of February 28, 1996, the
interest rate was 6% per annum.
Annual Retirement Benefits
The calculation of estimated annual retirement benefits under the
Company's regular retirement plan (the "Retirement Plan"), is based
upon years of service and average earnings for the highest five
consecutive years of service. Earnings include all cash
compensation, including amounts received or accrued under the
Short-Term Management Incentive Program, but exclude benefits or
payments received under Long-Term Incentive Plans or any other
employee benefit plan. The Retirement Plan is non-contributory and
limits the individual annual benefit to the maximum level permitted
under existing law. The credited years of service under the
Retirement Plan for the executive officers named in the Summary
Compensation Table set forth below are: 26 for Mr. Meyer, 27 for
Mr. Ross, 15 for Mr. Brown, 29 for Mr. Faig and 23 for Mr. Shaffer.
Directors who are not officers or employees of the Company are not
eligible to participate in the Retirement Plan, but are eligible to
participate in the Director's Retirement Plan described above.
The table below shows examples of pension benefits which are
computed on a straight life annuity basis before deduction of the
offset provided by the Retirement Plan, which depends on length of
service and is up to one-half of the primary Social Security
benefit:
<PAGE>
<TABLE>
<CAPTION>
Highest Consecutive Estimated Annual Pension for
Five-Year Representative Years of Credited Service
Average Compensation 10 15 20 25 30 35 or More
<S> <C> <C> <C> <C> <C> <C>
$ 60,000 $ 9,000 $ 13,500 $ 18,000 $ 22,500 $ 27,000 $ 31,500
80,000 12,000 18,000 24,000 30,000 36,000 42,000
100,000 15,000 22,500 30,000 37,500 45,000 52,500
200,000 30,000 45,000 60,000 75,000 90,000 105,000
300,000 45,000 67,500 90,000 112,500 135,000* 157,500*
400,000 60,000 90,000 120,000 150,000* 180,000* 210,000*
500,000 75,000 112,500 150,000* 187,500* 225,000* 262,500*
600,000 90,000 135,000* 180,000* 225,000* 270,000* 315,000*
700,000 105,000 157,500* 210,000* 262,500* 315,000* 367,500*
</TABLE>
<PAGE>
*Under existing law, payments of annual benefits in excess of
$120,000 may not be made by the Retirement Plan, but may be paid
directly by the Company as described in the following paragraph.
In an effort to attract and retain experienced executives, the
Board of Directors approved a program wherein certain officers are
guaranteed annual pensions of not less than 52.5% and not more than
64.5% of their highest average pay in a consecutive five-year
period (subject to deduction of one-half of the primary Social
Security benefit and benefits, if any, from prior employers). Other
officers are entitled upon retirement to a pension benefit of not
less than that to which they normally would be entitled under the
Retirement Plan if there were no cap under existing law and not
more than 60% of their highest average pay in a consecutive
three-year period. In both cases, such pensions include an amount
payable under the Retirement Plan and are not subject to the
maximum limitation imposed on qualified plans such as the
Retirement Plan.
PERSONNEL AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
To Our Shareholders
The Company's Personnel and Compensation Committee of the Board of
Directors (the "Committee") annually reviews and recommends to the
full Board compensation levels for the officers of the Company.
The Committee consists entirely of Board members who are not
employees of the Company.
The Committee's primary objective in establishing compensation
opportunities for the Company's officers is to support the
Company's goal of maximizing the value of shareholders' interest in
the Company. To achieve this objective, the Committee believes it
is critical to:
- - Hire, develop, reward and retain the most competent executives,
and to provide compensation opportunities for executives which are
competitive in the marketplace, which includes companies in the
Performance Graph on page 13 for the S&P 500 and the S&P Machinery
Diversified Indexes.
- - Encourage decision-making that enhances shareholder value. The
Committee believes that this objective is promoted by providing
short-term and long-term incentive opportunities that are tied to
performance measures which are payable in cash and/or shares of
Company stock.
- - Provide incentive opportunities which link corporate performance
and executive pay. The Committee believes in paying executives
competitive levels of incentive compensation when corporate
financial performance expectations are met.
- - Promote a close identity of interests between management and the
Company's shareholders by rewarding positive results through the
payment of Company stock when appropriate.
The Committee reviews the compensation for all corporate officers,
including the individuals whose compensation is detailed in the
proxy statement. This review is designed to ensure consistency
throughout the compensation process. The Committee makes all
decisions pertaining to the determination of the Company's
executive compensation plans which promote the objectives detailed
above. The Committee believes that the Company's current
compensation programs support the Company's business mission and
contribute to the Company's financial success. The Committee
considers the entire pay package when establishing each component
of pay.
The Omnibus Budget Reconciliation Act of 1993 added Section 162(m)
to the Internal Revenue Code of 1986, as amended. Section 162(m)
generally denies a publicly held corporation, such as the Company,
a federal income tax deduction for compensation in excess of $1
million per year paid or accrued for each of its chief executive
officer and four other most highly compensated executive officers.
Certain "performance based" compensation is not subject to the
limitation of deductibility provided that certain stockholder
approval and independent director requirements are met. The
Committee takes into account Section 162(m) of the Internal Revenue
Code while reviewing its policies with respect to the qualifying
compensation paid to its executive officers.
COMPONENTS OF COMPENSATION
Base Salary
The Committee annually reviews each officer's base salary. The
factors which influence Committee determinations regarding base
salary include: job performance, level of responsibilities,
breadth of knowledge, prior experience, comparable levels of pay
among executives at regional and national market competitors, which
includes selected companies in the Performance Graph on Page 13 for
the S&P 500 and the S&P Machinery Diversified Indexes, and internal
pay equity considerations. Base pay data is compared with survey
information compiled by independent compensation consulting firms.
Increases to salary levels are driven by individual performance.
Base salaries are targeted at the market average, after adjusting
for company size.
Annual Incentive Compensation
The Company's officers, including the CEO, are eligible for an
annual cash bonus under its Short-Term Management Incentive Plan.
The corporate and business unit performance measures for bonus
payments are based on Economic Value Added (EVA) whereby return on
capital must exceed the cash cost of capital, thereby enhancing
shareowner value at the corporate and/or business unit levels. The
Committee, where appropriate and when EVA is achieved, also
considers in its decision to award any annual cash bonus, the
accomplishment of financial objectives as well as non-financial
performance.
The Short-Term Management Incentive Plan provides a balance between
the short-term financial goals and long-term objectives of the
Company. A corporate EVA bonus was paid for 1995 and each of the
officers named in the Summary Compensation Table received bonuses.
In addition, certain business units also earned their EVA and
officers specifically responsible for these operations received
bonuses.
Annual incentive compensation is targeted to the median of the
companies surveyed.
Long-Term Incentive Compensation
The 1991 Long-Term Incentive Plan, which expired January 1, 1994,
was approved by shareholders and established a long-term financial
performance goal to be achieved in order for executives and certain
key employees to receive targeted payments. This objective was
based upon achieving a percentage return on capital (Performance
Goal) that exceeded the cost of capital. The Performance Goal was
established by the Committee, subject to the approval of the Board
of Directors, and was measured over a three-year period. No
payments under the 1991 Long-Term Incentive Plan were made in 1995
since the Performance Goal was not achieved.
The 1994 Long-Term Incentive Plan, also approved by the
shareholders, provides for a Performance Award of 25% of base
salary if 50% of the maximum corporate EVA is achieved under the
Short-Term Incentive Plan. In 1995, EVA exceeded the 50% threshold
and payments under the plan were made. If a participant elects to
defer his Performance Award into a Company Stock account, payable
upon retirement or termination, an equal number of shares of
Restricted Stock, with restrictions which lapse in three years,
will be set aside. Each of the officers named in the Summary
Compensation Table elected to defer his Performance Award.
Under the 1994 Long-Term Incentive Plan, stock options were granted
to the Company's key employees including its officers. Current
stock holdings of the officers are not considered when stock
options are granted. Stock options granted are designed to align
the interests of executives with those of the shareholders. Based
upon a review by independent consultants, stock options were
granted at the low to medium range of the peer group with an
exercise price equal to the market price of the Common Stock on the
date of grant and vest over five years. This approach was designed
to focus executives on the creation of shareholder value over the
long term since the full breadth of the compensation package cannot
be realized unless stock price appreciation occurs over a number of
years.
CEO Compensation
The compensation of the CEO reflects the same elements as those
used in determining the compensation of other corporate officers.
The Committee also considers the leadership and effectiveness of
the CEO in offering direction and strategic planning for the
Company and in dealing with major corporate problems and
opportunities. The CEO's base salary in 1995 was increased in
conjunction with the progress of the Company's goal of growth in
the plastics and industrial products businesses, improvement of the
Company's profitability, and the continuous success in introducing
to the market a number of new products under its Wolfpack design
program.
In accordance with the respective terms of the Short-Term Incentive
Plan, a bonus of $582,500 was paid for 1995. No payments were made
to the CEO for 1995 under the 1991 Long-Term Incentive Plan since
the Performance Goal was not achieved. A payment of $140,030 was
made under the 1994 Long-Term Incentive Plan since corporate EVA
exceeded the 50% threshold. Mr. Meyer elected to defer his
Performance Award into a Common Stock account and received a like
number of shares of Restricted Stock.
Mr. Meyer received stock options for 60,000 Shares under the 1994
Long-Term Incentive Plan, the grant of which was made on the basis
of market practice as determined by independent consultants, as
described above.
The Personnel and Compensation Committee
Lyle Everingham
James E. Perrella
Joseph A. Steger
Harry C. Stonecipher
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation(1) Long Term Compensation
Other Awards Payouts
Annual Restricted Stock LTIP All Other
Name Principal Position Year Salary Bonus Comp. Stock Options Payouts Comp.
___________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D.J. Meyer Chief Executive Officer 1995 $565,117 $582,500 - $143,685(2) 60,000 $0 $140,030(3)
Chief Executive Officer 1994 511,404 533,000 - 121,603 60,000 0 125,656
Chief Executive Officer 1993 479,520 0 - 93,900 0 0 0
R.E. Ross Chief Operating Officer
and President 1995 $369,042 $220,000 - $93,884(2) 40,000 $0 $91,492(3)
Chief Operating Officer
and President 1994 354,072 201,000 - 81,440 40,000 0 84,155
Chief Operating Officer
and President 1993 312,694 0 - 64,556 0 0 0
A.L. Shaffer
Group Vice President 1995 $242,670 $156,163 - $61,645(2) 25,000 $0 $60,063(3)
Group Vice President 1994 216,600 124,680 - 51,318 20,000 0 53,029
Group Vice President 1993 197,472 59,200 - 43,037 0 0 0
H. J. Faig Group Vice President 1995 $241,338 $154,430 - $60,950(2) 25,000 $0 $59,397(3)
Group Vice President 1994 200,592 126,600 - 47,972 20,000 0 49,571
Vice President 1993 165,920 19,700 - 35,212 0 0 0
R. D. Brown Vice President
- Finance 1995 $193,844 $124,471 - $49,131(2) 25,000 $0 $47,874(3)
Vice President
- Finance 1994 169,653 101,760 - 41,278 20,000 0 42,654
Vice President
- Finance 1993 134,240 0 - 27,387 0 0 0
____________________________________________________________________________________________________________________
(1) Includes amounts earned in fiscal year.
(2) On February 14, 1996, the Committee made awards of restricted stock, pursuant to the 1994
Long-Term Incentive Plan, for the 1995 fiscal year. Mr. Meyer was awarded 5,580 shares; Mr.
Ross was awarded 3,646 shares; Mr. Shaffer was awarded 2,394 shares; Mr. Faig was awarded
2,367 shares; and Mr. Brown was awarded 1,908 shares. The value of these shares is based on
a Fair Market Value of $25.75 (FMV on the date of the grant).
(3) Represents aggregate market value of shares of Common Stock of the Company awarded as a
result of the achievement of the performance goals specified in the Company's 1994 Long-Term
Incentive Plan. The shares are deferred until the earlier of the officers' retirement or
termination from the Company. Mr Meyer received 5,580 deferred shares; Mr Ross received 3,646
deferred shares; Mr. Shaffer received 2,394 deferred shares; Mr. Faig received 2,367 deferred
shares; and Mr. Brown received 1,908 deferred shares. Aggregate market value is based on a
Fair Market Value of $25.09673 (two-month average following year-end).
Note: The total number of restricted shares held by the listed officers and the aggregate
market value at January 2, 1996 are as follows: Mr. Meyer held 10,250 shares valued at
$270,984.37; Mr. Ross held 6,950 shares valued at $183,740.62; Mr. Shaffer held 4,500 shares
valued at $118,968.75; Mr. Faig held 3,950 shares valued at $104,428.12; and Mr. Brown held
3,250 shares valued at $85,921.87. Dividends are paid on the restricted shares at the same
time and the same rate as dividends paid to the shareholders on unrestricted shares.
Aggregate market value is based on a Fair Market Value of $26.4375 at January 2, 1996.
</TABLE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year Table
Black-Scholes Option Pricing Model
% of Total
Options Grant Date
Options Granted to Exercise Expiration Present
Name Granted(1) Employees(2) Price(3) Date Value(4)
_________________ _________________ _________________ _________________ _________________ _________________
<S> <C> <C> <C> <C> <C>
D.J.Meyer 60,000 9.77% $20.6875 02/28/05 $577,200
R.E.Ross 40,000 6.51% 20.6875 02/28/05 384,800
A.L.Shaffer 25,000 4.07% 20.6875 02/28/05 240,500
H.J.Faig 25,000 4.07% 20.6875 02/28/05 240,500
R.D.Brown 25,000 4.07% 20.6875 02/28/05 240,500
___________________________________________________________________________________________________________________
/TABLE
<PAGE>
(1) Up to 25% of each stock option grant may be exercised two
years following the date of grant and an additional 25% may be exercised in
each subsequent year. The purchase price per share of common stock covered
by an option is 100% of the fair market value on the grant date. Options
expire 10 years after date of grant. In the event of a "change in control" of
the Company, all outstanding stock options become immediately exercisable
in full, all restricted stock becomes unrestricted and all outstanding
performance unit awards become immediately payable in full.
(2) Based on 614,100 options granted to all employees.
(3) Fair market value on the date of grant.
(4) Black-Scholes Assumption Disclosure:
The estimated grant date present value reflected in the above table is
determined using the Black-Scholes model. The material assumptions and
adjustments incorporated in the Black-Scholes model in estimating the
value of the options reflected in the above table include the following:
- - An exercise price on the option of $20.6875, equal to the fair market
value of the underlying stock on the date of grant;
- - An option term of 10 years;
- - An interest rate of 7.47% that represents the interest rate on a U.S.
Treasury security on the date of grant with a maturity date corresponding
to that of the option term;
- - Volatility of 30.7% calculated using daily stock prices for the one-year
period prior to the grant date;
- - Dividends at the rate of $0.36 per share representing the annualized
dividends paid with respect to a share of common stock at the date of grant;
The ultimate values of the options will depend on the future market price of
the Company's stock, which cannot be forecast with reasonable accuracy. The
actual value, if any, an optionee will realize upon exercise of an option
will depend on the excess of the market value of the Company's common
stock over the exercise price on the date the option is exercised.
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Year
and Fiscal Year-End Option Values Table
Number of Securities Value(1) of
Number of Underlying Unexercised Option Unexercised, In-the-Money
Shares Acquired Value at Fiscal Year-End Options Held at Fiscal Year-End
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
___________________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
D.J.Meyer 3,972 $ 11,161 289,376 120,000 $3,209,198 $525,450
R.E.Ross 2,316 6,508 190,060 80,000 2,415,454 350,300
A.L.Shaffer 5,840 27,098 40,360 45,000 334,516 203,900
H.J.Faig 0 0 60,170 45,000 692,331 203,900
R.D.Brown 1,471 6,368 22,080 45,000 236,245 203,900
___________________________________________________________________________________________________________________
(1) Based on a fair market value of company stock on January 2, 1996, of $26.4375
</TABLE>
<PAGE>
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(*)
CINCINNATI MILACRON INC., S&P 500 AND S&P MACHINERY INDEX (DIVERSIFIED)
(Graph)
12/90 12/91 12/92 12/93 12/94 12/95
Cincinnati Milacron 100 112.6 161.78 219.16 239.01 269.18
S&P 500 100 130.34 140.25 154.32 156.42 214.99
S&P Machinery 100 118.89 121.32 179.61 174.87 215.75
Index (Diversified)
(*) Total return assumes reinvestment of dividends on a quarterly basis.
INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as independent auditors
of the Company and its subsidiaries for the fiscal year 1996.
While there is no legal requirement that the selection of auditors be
submitted to a vote of the shareholders, such procedure has been recommended
by the Board of Directors because it believes that the selection of auditors
is of sufficient importance to justify shareholder ratification. In the
event that the shareholders do not confirm the selection, the Board of
Directors will reconsider its selection. Confirmation of the appointment will
require the affirmative vote of the holders of shares of the Common Stock and
the Preferred Stock entitled to cast a majority of the total number of
votes represented by the shares of such stock, voting together as a single
class.
THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SELECTION OF ERNST & YOUNG LLP BE CONFIRMED
SHAREHOLDER PROPOSALS FOR THE
1997 ANNUAL MEETING OF SHAREHOLDERS
In order for shareholder proposals for the 1997 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, prior
to November 22, 1996.
OTHER MATTERS
The Board of Directors does not intend to present any other business at the
meeting and knows of no other matters which will be presented. However, if
any other matters 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
CINCINNATI MILACRON INC.
Wayne F. Taylor
Vice President, General Counsel and Secretary
Cincinnati, Ohio
March 22, 1996
APPENDIX I
CINCINNATI MILACRON INC. PROXY FOR PREFERRED STOCK ONLY
4701 Marburg Avenue This proxy is solicited on
Cincinnati, Ohio 45209 behalf of the Board of Directors
Proxy for Annual Meeting of Shareholders To be Held April 23,
1996
Neil A. Armstrong, Lyle Everingham and Joseph A. Steger
(each with power to act alone and power of substitution) are
hereby authorized to represent and to vote all the shares of
stock held of record by the undersigned at the Annual Meeting of
Shareholders to be held April 23, 1996, and any adjournment
thereof, on all business that may properly come before the
meeting, including the election of directors and the
confirmation of the appointment of auditors.
Continued and to be signed on reverse
This proxy when properly executed will be voted as directed by the
undersigned shareholder. If no direction is made, this proxy will be
voted "FOR" all the nominees for director listed in Item (1) below and
"FOR" Item (2) below.
1.-Election of Directors
FOR all nominees WITHHOLD NOMINEES: Neil A. Armstrong,
(except as marked to AUTHORITY for all Lyle Everingham and
the contrary) nominees Raymond E. Ross.
(To withhold authority to
vote for any individual
nominee, write that
nominee's name on the
space provided below.)
______________________
2.-Confirm appointment of Ernst & Young
LLP as independent auditors
FOR AGAINST ABSTAIN
Dated: .................1996
............................
Signature of Shareholder
............................
Signature of Shareholder
(if held jointly)
When signing as attorney,
executor, administrator,
trustee, or guardian, please
give your full title as such.
A proxy for shares held
jointly by two or more persons
should be signed by all.
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ACCOMPANYING ENVELOPE.
<PAGE>
CINCINNATI MILACRON INC.
Voting Direction for Annual Meeting of Shareholders to be held April
23, 1996
To: Putnam Fiduciary Trust Company, Trustee
As a Participant in the Cincinnati Milacron Performance Dividend and
Savings Plan, I hereby direct Putnam Fiduciary Trust Company, Trustee,
to exercise the votes attributable to the shares of common stock
allocated to my account in accordance with my directions on the
reverse side, at the Annual Meeting of Shareholders to be held April
23, 1996, and any adjournment thereof, on all business that may
properly come before the meeting, including the election of directors
and the confirmation of the appointment of auditors.
Continued, and to be signed and dated on reverse side
<PAGE>
This voting direction card, when properly executed will be voted
as directed by the undersigned participant. If no direction is
made, this direction card will be voted "FOR" all the nominees
for director listed in Item (1) below and "FOR" Item (2) below.
VOTES
1.-Election of Directors NOMINEES: Neil A. Armstrong,
Lyle Everingham and Raymond E.
Ross.
FOR all nominees WITHHOLD
(except as marked AUTHORITY for (To withhold authority to
the contrary) all nominees vote for any individual
nominee, write that
nominee's name on the space
provided below.)
____________________________
2.-Confirm appointment of Ernst & Young
LLP as independent auditors.
FOR AGAINST ABSTAIN
Dated:................., 1996
..............................
Signature of Participant
..............................
Please sign your name exactly as
it appears hereon.
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
CINCINNATI MILACRON INC. PROXY
4701 Marburg Avenue This proxy is solicited on behalf of
Cincinnati, Ohio 45209 the Board of Directors
Proxy for Annual Meeting of Shareholders To Be Held April 23,
1996
Neil A. Armstrong, Lyle Everingham and Joseph A. Steger (each
with power to act alone and power of substitution) are hereby
authorized to represent and to vote all the shares of stock
held of record by the undersigned at the Annual Meeting of
Shareholders to be held April 23, 1996, and any adjournment
thereof, on all business that may properly come before the
meeting, including the election of directors and the
confirmation of the appointment of auditors.
(Continued and to be signed on reverse side)
This proxy when properly executed will be voted as directed by
the undersigned participant. If no direction is made, this proxy
will be voted "FOR" all the nominees for director listed in Item
(1) below and "FOR" Item (2) below.
VOTES
1.-Election of Directors NOMINEES: Neil A. Armstrong,
FOR all nominees WITHHOLD Lyle Everingham and
(except as marked AUTHORITY for Raymond E. Ross.
to the contrary) all nominees (To withhold authority
to vote for any
individual nominee,
write that nominee's
name on the space
provided below.)
__________________
2.-Confirm appointment of Ernst & Young
LLP as independent auditors.
FOR AGAINST ABSTAIN
Dated:.................., 1996
..............................
Signature of Shareholder
..............................
Signature of Shareholder
(if held jointly)
Please sign your name exactly as
it appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give
your full title as such. If a
corporation, please sign in full
corporate name by authorized
officer. If a partnership, please
sign in partnership name by
authorized person. A proxy for
shares held jointly by two or more
persons should be signed by all.
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
<PAGE>
CINCINNATI MILACRON INC. PROXY
4701 Marburg Avenue This proxy is solicited on behalf of
Cincinnati, Ohio 45209 the Board of Directors
Proxy for Annual Meeting of Shareholders To Be Held April 23,
1996
Neil A. Armstrong, Lyle Everingham and Joseph A. Steger (each
with power to act alone and power of substitution) are hereby
authorized to represent and to vote all the shares of stock
held of record by the undersigned at the Annual Meeting of
Shareholders to be held April 23, 1996, and any adjournment
thereof, on all business that may properly come before the
meeting, including the election of directors and the
confirmation of the appointment of auditors.
IMPORTANT VOTING INSTRUCTIONS: A shareholder who has been a
continuous beneficial owner since February 1, 1993 is entitled
to ten votes for each such share PROVIDED the following
certification is completed. By signing, the undersigned: (A)
instructs that this proxy be voted as marked and (B) certifies
that beneficial ownership of Common Shares has been continuous
as follows:
Date Shares Acquired Number of Shares
Prior to February 2, 1993 ________________
After February 1, 1993 ________________
TOTAL SHARES ________________
________________
If no certification is made, it will be deemed that beneficial
ownership of all Common Shares occurred after February 1, 1993.
(Continued and to be signed on reverse side)
This proxy when properly executed will be voted as directed by
the undersigned participant. If no direction is made, this proxy
will be voted "FOR" all the nominees for director listed in Item
(1) below and "FOR" Item (2) below.
VOTES
1.-Election of Directors NOMINEES: Neil A. Armstrong,
FOR all nominees WITHHOLD Lyle Everingham and
(except as marked AUTHORITY for Raymond E. Ross.
to the contrary) all nominees (To withhold authority
to vote for any
individual nominee,
write that nominee's
name on the space
provided below.)
__________________________
2.-Confirm appointment of Ernst & Young
LLP as independent auditors.
FOR AGAINST ABSTAIN FOR
Dated:....................., 1996
.................................
Signature of Shareholder
.................................
Signature of Shareholder
(if held jointly)
Please sign your name exactly as
it appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give
your full title as such. If a
corporation, please sign in full
corporate name by authorized
officer. If a partnership, please
sign in partnership name by
authorized person. A proxy for
shares held jointly by two or more
persons should be signed by all.
PLEASE COMPLETE, DATE, SIGN, AND RETURN IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
APPENDIX II
GRAPHIC AND IMAGE MATERIAL
The following graphic and image material appear in the
registrant's Proxy Statement in the sections designated:
ELECTION OF DIRECTORS
A photo of each director appears to the left of the printed
information about that individual.
