MILACRON INC
8-K, 1999-07-07
MACHINE TOOLS, METAL CUTTING TYPES
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549



                            FORM 8-K



                         CURRENT REPORT



             PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


 Date of Report (Date of earliest event reported): June 28, 1999


                         MILACRON INC.
     (Exact name of registrant as specified in its charter)



    DELAWARE                 1-8475              31-1062125
  (State or other          Commission File       (IRS Employer
  jurisdiction of          Number)               Identification
  incorporation)                                 No.)



2090 Florence Avenue, P.O. Box 63716, Cincinnati, Ohio     45206
(address of principal executive offices)                 (ZIP Code)



Registrant's  telephone number, including area code:  (513)  841-8100



   ___________________________N/A_____________________________
  (Former name or former address, if changed since last report)


ITEM 5.   OTHER EVENTS

          The Press Release of registrant dated June 28, 1999,
filed as Exhibit 99.1 and which discloses that earnings for the
second quarter of 1999 will be down approximately 10% from the
second quarter of 1998 is incorporated by reference.


ITEM  7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL  INFORMATION
           AND EXHIBITS.

          (c) Exhibits:



 Exhibit
   No.                  Description



   99.1             Press Release issued by Milacron
                    Inc. on June 28, 1999.


                         SIGNATURE

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.



Date:  July 7, 1999           By:  /s/ Hugh C. O'Donnell
                                   Hugh C. O'Donnell
                                   Vice President, General
                                   Counsel and Secretary






News Release
Contact: Al Beaupre  (513) 841-7241


   Milacron Lowers Second Quarter and Full Year 1999 Earnings
                          Expectations;
            Cites Softness in Key Industrial Markets
                        _________________

      Signs of a Pickup Point to Positive Outlook for 2000

CINCINNATI, OHIO, June 28, 1999... Milacron Inc. (NYSE: MZ),
citing continued soft demand for metalworking tools and plastics
processing equipment in Europe and North America, said its
earnings in the current June quarter will be down approximately
10% from $.45 per share in the second quarter a year ago. The
company said it expects its results in the second half of the
year to show gradual improvement.

"Weakness in most industrial sectors of the economy has been
apparent for some time," said Daniel J. Meyer, Milacron's
chairman, president and chief executive officer.  "And while we
have begun to see early signs of a pickup in the past few weeks,
it hasn't been enough to put our second quarter earnings back on
track."  Sales in the quarter will be up, he confirmed, but
largely due to acquisitions.

"Looking at the second half of 1999," Meyer continued, "as we
have disclosed previously, our plan had been based on the
assumption of better market conditions in North America and
Europe.  Despite recent encouraging signals, however, and
continued strength in automotive and consumer sectors, the
anticipated recovery in the industrial sector has yet to fully
materialize.  We remain optimistic but we're adjusting to a more
gradual pickup in the second half.  Year to date we have reduced
our employment worldwide by nearly 5% and will be showing
improved operating efficiencies going forward.  All things
considered, we expect earnings for the full year 1999 to be equal
to or somewhat in excess of 1998 operating earnings."

Among the early signs of a pickup in North America Meyer pointed
to a strengthening in June orders for injection molding machines
and increased sales of high-speed steel drills.  Europe saw a
similar upturn in the drill business, he said, and leading
economic indicators there have been positive.  Demand for
metalcutting tools has begun to improve in Japan and India, he
added.

"Our outlook for 2000 remains positive," Meyer said.  "Under
normal economic conditions, we expect gains in both our
businesses to put us back on track toward meeting or exceeding
our targets of 7% to 8% compound annual sales growth and 12% to
15% EPS improvement over the longer term."

Segment Update
Plastics Technologies - The plastics technologies group,
benefiting from the acquisition of Uniloy blow molding systems in
September of last year, expects to report a solid sales increase
over the second quarter of 1998.  Excluding Uniloy, however,
sales are expected to be flat to down slightly from year-ago
levels. Demand has been slow in the high-volume markets for
smaller injection molding machines, holding back margins overall.
Extrusion and blow molding systems, while still strong in North
America, have struggled in very soft European and Asian markets.
The group's D-M-E subsidiary, which sells mold bases and related
components, continues to perform well.  All in all, the group's
profit margin as a percent of sales in the second quarter is
likely to be down from a year ago and roughly equal to that of
the first quarter of 1999.

Cutting Process Technologies - Demand for metalcutting inserts
and insert holders in non-automotive markets is at low levels in
both Europe and North America.  Sales of carbide round tools -
drills, taps and end mills - are also depressed.  While the high-
speed steel drill business recently began to show improvement in
both North America and Europe, the group's total round tool sales
excluding Werko, the European drill maker acquired at the end of
1998, are expected to be off modestly in the quarter.
Metalworking fluids and grinding wheels continue to be steady
performers.  For the second quarter, the group expects profits
and sales to be down from a year ago and even with those of the
first quarter of 1999.


The above forward-looking statements by their nature involve
risks and uncertainties that could significantly impact
operations, markets, products and expected results. For further
information please refer to the Cautionary Statement included in
Item 2 of the company's most recent Form 10-Q on file with the
Securities and Exchange Commission.

Milacron Inc. is a world leader in plastics processing
technologies and cutting process technologies for metalworking.
With 1998 sales of $1.5 billion, the company has major
manufacturing facilities in North America and Europe and 12,000
employees worldwide.

Milacron's plastics technologies include injection molding
machines, blow molding equipment, extrusion systems and wear
items, mold bases, mold-making equipment and mold components,
and aftermarket parts and services.  Milacron's cutting process
technologies include carbide metalcutting inserts, insert
holders, carbide and high-speed steel round tools, metalworking
fluids, chemical and tool management services, precision
grinding wheels, carbide wear parts and industrial magnets.

First incorporated in 1884 and headquartered in Cincinnati,
Ohio, the company's stock is traded on the New York Stock
Exchange under the symbol MZ.  For further information on
Milacron, visit the company's web site, www.milacron. com, or
call the company's toll-free investor hot line: 1-800-909-MILA
(1-800-909-6452).






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