| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MILACRON INC [ MZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/15/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/22/2004 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1)(2) | 04/15/2004 | C(3)(5) | 10,500,000 | A | $2 | 10,500,000 | D | |||
| Common Stock(1)(2) | 06/10/2004 | C(4) | 10,500,000 | D | $2 | 0(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Notes(1)(2) | $2 | 04/15/2004 | C(3)(5) | $21,000,000 | 03/12/2004 | 03/15/2007 | Common Stock | 10,500,000 | $21,000,000 | 0 | D | ||||
| Series B Convertible Preferred Stock(1)(2) | $2 | 06/10/2004 | A(4)(5) | 350,000 | 06/10/2004 | 06/10/2011 | Common Stock | 35,000,000 | $200 | 350,000 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reflects changes in beneficial ownership from the Form 3 filed on March 22, 2004 by Glencore International AG. This Form 4 is filed jointly by Glencore Finance AG, Glencore International AG and Glencore Holding AG. Glencore Finance AG, Glencore International AG and Glencore Holding AG are affiliates of each other. Glencore Finance AG, Glencore International AG, Glencore Holding AG, Mizuho International plc and Mizuho Securities Co., Ltd. have jointly filed an Amendment No. 1 to Schedule 13D in connection with their beneficial ownership of Series B Convertible Preferred Stock issued by Milacron Inc. Glencore Finance AG, Glencore International AG and Glencore Holding AG disclaim beneficial ownership of any Series B Convertible Preferred Stock that is beneficially owned by Mizuho International plc and Mizuho Securities Co., Ltd. |
| 2. Reporting Persons: (i) Reporting Owner Name/Address: Glencore Finance AG, Baarermattstrasse 3, CH-6341, Baar, Switzerland, Relationships -- 10% Owner; (ii) Reporting Owner Name/Address: Glencore International AG, Baarermattstrasse 3, CH-6341, Baar, Switzerland, Relationships -- 10% Owner; and (iii) Reporting Owner Name/Address: Glencore Holding AG, Baarermattstrasse 3, CH-6341, Baar, Switzerland, Relationships -- 10% Owner. |
| 3. On April 15, 2004, Glencore Finance AG converted $21,000,000 principal face amount of Series A Notes into 10,500,000 shares of common stock of Milacron Inc. at a conversion price of $2.00 per share of common stock. |
| 4. On June 10, 2004, Glencore Finance AG exchanged (i) 10,500,000 shares of common stock of Milacron Inc. and (ii) $49,000,000 principal face amount of Series B Notes purchased from Milacron Inc. pursuant to the Note Purchase Agreement described in Note 5 below, for 350,000 shares of Series B Convertible Preferred Stock. |
| 5. 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 pursuant to the Note Purchase Agreement, dated March 12, 2004, by and among Milacron, Glencore Finance AG and Mizuho International plc. 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. |
| /s/ Steven N. Isaacs | 06/21/2004 | |
| /s/ Barbara Wolfensberger | 06/21/2004 | |
| /s/ Lotti Grenacher | 06/21/2004 | |
| /s/ Andreas Hubmann | 06/21/2004 | |
| /s/ Eberhard Knoechel | 06/21/2004 | |
| /s/ Ivan Glasenberg | 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||