SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TRIAGE MANAGEMENT LLC (Last) (First) (Middle) 401 CITY AVE. SUITE 526 (Street) BALA CYNWYD PA 19004 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/10/2004	3. Issuer Name and Ticker or Trading Symbol MILACRON INC [ MZ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)(2)	35,000,000	I	Shares held by: Glencore Finance AG(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* TRIAGE MANAGEMENT LLC (Last) (First) (Middle) 401 CITY AVE. SUITE 526 (Street) BALA CYNWYD PA 19004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FRENKEL LEONID (Last) (First) (Middle) C/O TRIAGE MANAGEMENT LLC 401 CITY AVENUE, STE 528 (Street) BALA CYNWYD PA 19004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities may be deemed to be beneficially owned by Triage Offshore Fund, Ltd., Triage Capital Management, LP, Triage Capital Management B, LP, Triage Advisors, LLC, the investment manager of Triage Offshore Fund, Ltd., TRIAGE Management LLC, the general partner of Triage Capital Management, LP and Triage Capital Management B, LP and an advisor to Triage Advisors, LLC, and Leonid Frenkel, the managing member of Triage Advisors, LLC and TRIAGE Management LLC (the "Reporting Persons"). As a result of the Participation Agreement, the Reporting Persons, Glencore Finance and Mizuho International could be deemed a group for purposes of Section 13(d) of the Securities Exchange Act of 1934.

2. The Reporting Persons disclaim the existence of any such group, however, the Reporting Persons are filing this Form 13D in the event such a group were deemed to exist. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. Pursuant to a Participation Agreement, dated March 16, 2004, between Glencore Finance AG and Triage Offshore Fund, Ltd., Glencore Finance AG sold an undivided participation interest of 17.8571428% of all securities issued by Milacron to Glencore Finance AG to Triage Offshore Fund, Ltd. pursuant to the Note Purchase Agreement, dated March 12, 2004, by and among Milacron, Glencore Finance AG and Mizuho International plc. Such securities were subsequently sub-participated to the other Reporting Persons. A copy of the Note Purchase Agreement is attached as Exhibit 10.49 to the Annual Report on Form 10-K filed on March 15, 2004 by Milacron Inc. for the fiscal year ended December 31, 2003. A copy of the participation agreement is attached as Exhibit 6 to the Amendment No. 1 to Schedule 13D filed on June 21, 2004 by Glencore Finance AG, Glencore International AG, Glencore Holding AG, Mizuho International plc and Mizuho Securities Co., Ltd.

	TRIAGE Management LLC By: /s/ Leonid Frenkel, Managing Member	06/21/2004
	Triage Offshore Fund, Ltd. By: /s/ Leonid Frenkel, Director	06/21/2004
	Triage Capital Management, LP By: Triage Management, LLC, General Partner, By: /s/ Leonid Frenkel, Managing Member	06/21/2004
	Triage Advisors, LLC By: /s/ Leonid Frenkel, Managing Member	06/21/2004
	Triage Capital Management B. LP By: Triage Management LLC, General Partner By: /s/ Leonid Frenkel, Managing Member	06/21/2004
	By: /s/ Leonid Frenkel	06/21/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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