SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 5, 1999
(Date of earliest event reported)
MILACRON INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8485 31-1062125
(State or other (Commission (I.R.S. Employer
jurisdiction of File Identification
incorporation) Number) Number)
4701 Marburg Avenue
Cincinnati, OH 45209
(Address of principal executive offices) (Zip Code)
(513) 841-8100
(Registrant's telephone number, including area code)
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Item 5. Other Events
On February 5, 1999, the Board of Directors of Milacron Inc.
(the "Company") approved a stockholder rights plan (the "Rights Plan")
which is to take effect at the close of business on February 5, 1999.
The following description of the Rights Plan is qualified in
its entirety by reference to the Rights Agreement dated as of February 5,
1999 (incorporated herein by reference to Exhibits 1, 2 and 3 of the
Registration Statement on Form 8-A of the Company filed with the
Securities and Exchange Commission on the date hereof).
The Rights Plan will be implemented by the issuance of one
nonvoting preferred stock Purchase Right (a "Right") for each share of
Common Stock, par value $1.00 per share, of the Company outstanding at
the close of business on February 5, 1999, or issued thereafter until the
Rights become exercisable. Each Right will entitle the holder in certain
events to purchase one one-thousandth (1/1000) of a share of Series A
Participating Cumulative Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), of the Company, at an initial exercise price of
$70.00. Each one one-thousandth of a share of Preferred
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Stock is entitled to vote and to participate in dividends and other
distributions on an equivalent basis with one whole share of Common Stock.
Initially, the Rights will be attached to the Common Stock and
will not be exercisable. The Rights will become exercisable and separately
transferable if any person or group becomes an "Acquiring Person" by
acquiring more than 15% of the outstanding Common Stock or, if a tender
offer for more than 15% of the outstanding Common Stock is announced or
commenced. If any person becomes an Acquiring Person, the Rights will
entitle all holders, other than the Acquiring Person, to purchase the
Preferred Stock at a substantial discount to its market value. In addition,
if a merger occurs with an Acquiring Person, holders of Rights (other than
the Acquiring Person) will be able to purchase shares of the Acquiring
Person at a substantial discount.
The Rights are redeemable by the Board of Directors of the
Company at a redemption price of $.01 per Right any time prior to the
earlier of (a) such time as there shall be an Acquiring Person and (b) the
expiration date of the Rights. The Rights will expire on the tenth
anniversary of the effective date of the Rights Agreement, unless earlier
redeemed.
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Item 7. Financial Statements
c. Exhibits
4 Rights Agreement dated as of February 5, 1999, between
Milacron Inc. and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MILACRON INC.,
by /s/ Ronald D. Brown
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Name: Ronald D. Brown
Title: Senior Vice President and
Chief Financial Officer
Date: February 5, 1999
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Exhibit Index
Exhibit No. Exhibit Page No.
4 Rights Agreement dated as of
February 5, 1999, between
Milacron Inc. and ChaseMellon
Shareholder Services, L.L.C.,
as Right Agent (incorporated
herein by reference to
Exhibits 1, 2 and 3 of the
Registration Statement on Form
8-A of the Company filed with
the Securities and Exchange
Commission on the date
hereof).
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