SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) January 26, 1996
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CINCINNATI MILACRON INC.
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(Exact name of registrant as specified in charter)
Delaware 1-8475 31-1062125
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
4701 Marburg Avenue, Cincinnati, Ohio 45209
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 841-8100
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NONE
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
The following information is intended to supplement the
information disclosed in Item 2 of (i) the Form 8-K
filed on February 12, 1996 and (ii) the Form 8-K/A
filed on April 4, 1996 (together with (i) above, the
"Form 8-K"). Capitalized terms used and not defined
herein have the meanings assigned to them in the Form
8-K.
On July 29, 1996, the parties (or their successors, as
applicable) to the Purchase Agreement executed
Amendment No. 1 to the Purchase Agreement (the
"Amendment") which resulted in an adjustment to the
purchase price paid by Registrant and its subsidiaries
for the Business from $245,376,555 to $245,622,444. The
Amendment required (i) the replacement of the 8%
promissory note dated January 26, 1996, secured by a
letter of credit, issued by the Registrant to VSI
Corporation in the principal amount of $166 million
with a 6.5% promissory note dated as of January 26,
1996, secured by a letter of credit, issued by the
Registrant to VSI Corporation in the principal amount
of $166 million (the "6.5% Secured Note"), (ii) the
replacement of the 8% unsecured promissory note dated
January 26, 1996 issued by the Registrant to VSI
Corporation in the principal amount of $5,376,555 with
a 6.5% unsecured promissory note dated as of January
26, 1996 issued by the Registrant to VSI Corporation in
the principal amount of $4,331,000 (the "6.5% Unsecured
Note") and (iii) an additional cash payment by the
Registrant to VSI Corporation in the amount of
$1,291,444 (the "Additional Cash Payment"). The
principal amount of the 6.5% Unsecured Note was reduced
from $5,376,555 to $4,331,000 pursuant to an audit of
the closing date balance sheet of the Business in
accordance with the Purchase Agreement. As permitted by
the notes, the Registrant subsequently prepaid all
amounts owed with respect to the 6.5% Secured Note and
the 6.5% Unsecured Note.
In order to pay amounts owed in connection with the 6.5%
Secured Note, the 6.5% Unsecured Note and the Additional
Cash Payment, the Registrant (i) borrowed approximately
$21,000,000 under its existing credit facilities and
(ii) obtained the balance owed from its cash on hand,
arising principally from the proceeds of its recent
public offering of common stock.
Item 7. Financial Statements and Pro Forma Financial Information
The required financial statements and pro forma
financial information was included in the Form 8-K/A
filed on April 4, 1996.
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Exhibits
The following Exhibits are included with this
Form 8-K/A.
Exhibit
Number Description of Exhibit
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2.1 Asset Purchase Agreement dated as of January
23, 1996, between Cincinnati Milacron Inc., a
Delaware corporation, The Fairchild Corporation, a
Delaware corporation, RHI Holdings, Inc., a
Delaware corporation, and the Designated
Purchasers and Sellers named therein. (Schedules
and Exhibits have been omitted pursuant to Rule
6.01(b)(2) of Regulation S-K. Such Schedules are
listed and described in the Asset Purchase
Agreement. The Registrant hereby agrees to furnish
to the Securities and Exchange Commission, upon
its request, any or all such omitted Schedules and
Exhibits.)*
2.2 Amendment No.1 to the Asset Purchase Agreement
dated as of July 29, 1996, between Cincinnati
Milacron Inc., D-M-E Company, D-M-E UK Limited
(formerly known as Chartretail Limited), D-M-E
Belgium N.V., DME Normalien GmbH (formerly known
as Cincinnati Milacron Kunstoffmaschinen
Vertriebsund Service GmbH), The Fairchild
Corporation, RHI Holdings, Inc., Fairchild Holding
Corp. (as successor to VSI Corporation), Fairchild
Convac GmbH (formerly known as D-M-E Normalien
GmbH) and JJS Limited (formerly known as D-M-E
Europe (UK) Limited). (Exhibits have been omitted
pursuant to Rule 6.01(b)(2) of Regulation S-K.
Such Exhibits are listed and described in the
Amendment No. 1. The Registrant hereby agrees to
furnish to the Securities and Exchange Commission,
upon its request, any or all such omitted
Exhibits.)
99.1 Press release of the Registrant dated
January 26, 1996*
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* Previously filed.
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: August 12, 1996 CINCINNATI MILACRON INC.
By: /s/ Ronald D. Brown
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Ronald D. Brown
Vice President - Finance
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Exhibit Index
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Exhibit Sequential
Number Description of Exhibit Page Number
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2.1 Asset Purchase Agreement dated as of
January 23, 1996, between Cincinnati
Milacron Inc., a Delaware corporation,
The Fairchild Corporation, a Delaware
corporation, RHI Holdings, Inc., a
Delaware corporation, and the
Designated Purchasers and Sellers named
therein. (Schedules and Exhibits have
been omitted pursuant to Rule
6.01(b)(2) of Regulation S-K. Such
Schedules are listed and described in
the Asset Purchase Agreement. The
Registrant hereby agrees to furnish to
the Securities and Exchange Commission,
upon its request, any or all such
omitted Schedules and Exhibits.)*
2.2 Amendment No.1 to the Asset Purchase
Agreement dated as of July 29, 1996,
between Cincinnati Milacron Inc., D-M-E
Company, D-M-E UK Limited (formerly
known as Chartretail Limited), D-M-E
Belgium N.V., DME Normalien GmbH
(formerly known as Cincinnati Milacron
Kunstoffmaschinen Vertriebsund Service
GmbH), The Fairchild Corporation, RHI
Holdings, Inc., Fairchild Holding Corp.
(as successor to VSI Corporation),
Fairchild Convac GmbH (formerly known
as D-M-E Normalien GmbH) and JJS Limited
(formerly known as D-M-E Europe (UK)
Limited). (Exhibits have been omitted
pursuant to Rule 6.01(b)(2) of
Regulation S-K. Such Exhibits are
listed and described in the Amendment
No. 1. The Registrant hereby agrees to
furnish to the Securities and Exchange
Commission, upon its request, any or
all such omitted Exhibits.)
99.1 Press release of the Registrant dated
January 26, 1996*
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* Previously filed
EXECUTION COPY
AMENDMENT NO. 1 (this "Agreement")
dated as of July 29, 1996, to that
certain Asset Purchase Agreement (the
"Asset Purchase Agreement") dated as of
January 23, 1996, between CINCINNATI
MILACRON INC., a Delaware corporation
(the "Purchaser"), and the other
Designated Purchasers (as defined
therein) set forth on the signature
pages thereto and THE FAIRCHILD
CORPORATION, a Delaware corporation (the
"Parent"), RHI HOLDINGS, INC., a
Delaware corporation ("RHI"), and the
Sellers (as defined therein) set forth
on the signature pages thereto. All
defined terms used herein but not
defined herein have the meanings set
forth in the Asset Purchase Agreement.
WHEREAS the Purchaser, the Designated Purchasers, the
Parent, RHI, the Sellers and their respective successors have agreed
to amend the Asset Purchase Agreement with respect to the Purchase
Price paid for the Business.
NOW, THEREFORE, the Purchaser, the Designated Purchasers,
the Parent, RHI, the Sellers and their respective successors agree as
follows:
SECTION 1.01. Purchase Price. Section 2.04(a) of the Asset
Purchase Agreement shall be amended to read as follows:
"(a) In consideration of the sale, assignment, transfer,
conveyance and delivery to the Designated Purchasers of the Acquired
Assets, Purchaser (or any other Designated Purchaser) (i) on the
Closing Date shall (A) pay to VSI Corporation (or any other Seller
designated by Parent) Sixty-Two Million Three Hundred Thousand Dollars
($62,300,000) (the "Cash Payment") by wire transfer of immediately
available funds to the account or accounts designated by Parent in a
written notice received by Purchaser at least two business days prior
to the Closing, and (B) deliver to VSI Corporation promissory notes
(the "Promissory Notes") payable to VSI Corporation (or any other
entity designated by Parent in a written notice received by Purchaser
at least two business days prior to the Closing) in the form of, and
containing the terms set forth in, Exhibits A, B and C hereto,
consisting, respectively, of (x) a Promissory Note (the "Secured
Note") in an aggregate
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principal amount of One Hundred Sixty-Six Million Dollars
($166,000,000), (y) a Promissory Note (the "Unsecured Note") in an
aggregate principal amount of Four Million Three Hundred Thirty-One
Thousand Dollars ($4,331,000) and (z) a Promissory Note in the
aggregate principal amount of Eleven Million Seven Hundred Thousand
Dollars ($11,700,000) (the "Belgian Note") and (ii) on July 29, 1996
shall pay to VSI Corporation (or any other entity designated by
Parent) One Million Two Hundred Ninety-One Thousand Four Hundred
Forty-Four and 06/100 Dollars ($1,291,444.06) (the "Additional Cash
Payment") by wire transfer of immediately available funds to the
account or accounts designated by Parent in a written notice received
by Purchaser at least two business days prior to July 29, 1996;
provided, however, that the Purchaser shall satisfy and discharge in
full its obligation to pay the Additional Cash Payment on July 29,
1996 with a payment of $768,947.53, which represents the Additional
Cash Payment less an amount equal to $522,496.53 that is owed by the
Parent to the Purchaser pursuant to Section 2.04(c) in connection with
the reimbursement of the Purchaser of certain letter of credit fees
paid by the Purchaser on the Parent's behalf. The sum of the Cash
Payment, the aggregate principal amount of the Promissory Notes and
the Additional Cash Payment shall equal Two Hundred Forty-Five Million
Six Hundred Twenty-Two Thousand Four Hundred Forty-Four and 06/100
Dollars ($245,622,444.06) (the "Purchase Price").
SECTION 1.02. Purchase Price Adjustment. It is understood
and agreed that the principal amount of the Unsecured Note has been
adjusted from the amount of $5,376,555 to the amount of $4,331,000 in
accordance with Section 2.05 of the Asset Purchase Agreement. It is
further understood and agreed that, notwithstanding anything herein to
the contrary, the aggregate interest payment due from the Purchaser on
July 29, 1996 with respect to the Secured Note and the Unsecured Note
shall be reduced by the aggregate amount of $656,193.20, which
represents the amount by which the Purchaser overpaid the aggregate
interest payment due with respect to the Secured Note and the
Unsecured Note on April 29, 1996.
SECTION 1.03. Representation and Warranties. (a) The Parent
and Fairchild Holding Corp. each hereby represents and warrants to the
Purchaser that (i) Fairchild Holding Corp. is the successor to the
rights and obligations of VSI Corporation under the Asset Purchase
Agreement and (ii) the Bill of Conveyance, General Assignment and
Assumption Agreement, dated March 13, 1996, between
<PAGE>
VSI Corporation and Fairchild Holding Corp. is a legal, valid and
binding agreement, enforceable against VSI Corporation and Fairchild
Holding Corp. in accordance with its terms.
(b) The Parent and Fairchild Convac GmbH each hereby
represents and warrants to the Purchaser that Fairchild Convac GmbH is
the entity formerly known as D-M-E Normalien GmbH.
(c) The Parent and JJS Limited each hereby represents and
warrants to the Purchaser that JJS Limited is the entity formerly
known as D-M-E Europe (UK) Limited.
SECTION 1.04. Acknowledgement. Each of the signatories
hereto acknowledges and agrees that payment of the Purchase Price as
contemplated by this Agreement will discharge and extinguish in full
all obligations of the Purchaser and the Designated Purchasers with
respect to the payment of the Purchase Price under the Asset Purchase
Agreement.
SECTION 1.05. Exhibits. Exhibits A and B to the Asset
Purchase Agreement shall be replaced in their entirety by Exhibits A
and B, respectively, hereto.
<PAGE>
IN WITNESS WHEREOF, the Purchaser, the Designated
Purchasers, the Parent, RHI, the Sellers and their respective
successors have executed this Agreement by their duly authorized
officers as of the date first written above.
CINCINNATI MILACRON INC.,
by
/s/ Ronald D. Brown
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Name: Ronald D. Brown
Title: Vice President-Finance
D-M-E COMPANY,
by
/s/ Ronald D. Brown
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Name: Ronald D. Brown
Title: Vice President
D-M-E UK LIMITED, formerly known as
CHARTRETAIL LIMITED,
by
/s/ Jerry R. Lirette
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Name: Jerry R. Lirette
Title: Director
D-M-E BELGIUM N.V.,
by
/s/ Jerry R. Lirette
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Name: Jerry R. Lirette
Title: Director
by
/s/ Harold J. Faig
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Name: Harold J. Faig
Title: Director
DME NORMALIEN GMBH, formerly known as
CINCINNATI MILACRON KUNSTOFFMASCHINEN
VERTRIEBSUND SERVICE GMBH,
by
/s/ Jerry R. Lirette
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Name: Jerry R. Lirette
Title: Managing Director
<PAGE>
THE FAIRCHILD CORPORATION,
by
/s/ Donald E. Miller
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Name: Donald E. Miller
Title: Senior Vice President
and Secretary
RHI HOLDINGS, INC.,
by
/s/ Donald E. Miller
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Name: Donald E. Miller
Title: Vice President and
Secretary
VSI CORPORATION,
by FAIRCHILD HOLDING CORP.,
as successor to VSI
CORPORATION,
by
/s/ Donald E. Miller
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Name: Donald E. Miller
Title: Vice President and
Secretary
FAIRCHILD CONVAC GMBH, formerly
known as D-M-E NORMALIEN GMBH,
by
/s/ Robert D. Busey
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Name: Robert D. Busey
Title: Geschaftsfurhrer
JJS LIMITED, formerly known as
D-M-E EUROPE (UK) LIMITED,
by
/s/ John L. Flynn
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Name: John L. Flynn
Title: Director
