-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LQrmMwFMudeV1RkEsnlYsW7MeJqQnGDMClDDKlZlwV/NK9uVBIKKfTpHj15F67jo XeQ8IeNEmq8XiKdnn2hlxA== 0000914121-04-000444.txt : 20040322 0000914121-04-000444.hdr.sgml : 20040322 20040322165223 ACCESSION NUMBER: 0000914121-04-000444 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040322 GROUP MEMBERS: GLENCORE FINANCE AG GROUP MEMBERS: GLENCORE HOLDING AG GROUP MEMBERS: MIZUHO INTERNATIONAL PLC GROUP MEMBERS: MIZUHO SECURITIES CO., LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILACRON INC CENTRAL INDEX KEY: 0000716823 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 311062125 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40853 FILM NUMBER: 04682893 BUSINESS ADDRESS: STREET 1: 2090 FLORENCE AVENUE STREET 2: PO BOX 63716 CITY: CINCINNATI STATE: OH ZIP: 45206 BUSINESS PHONE: 5134875000 MAIL ADDRESS: STREET 1: 2090 FLORENCE AVENUE STREET 2: P.O. BOX 63716 CITY: CINCINNATI STATE: OH ZIP: 45206 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILACRON INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILACRON HOLDINGS INC DATE OF NAME CHANGE: 19830503 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI MILLING MACHINE CO DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLENCORE INTERNATIONAL AG CENTRAL INDEX KEY: 0001032383 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: BAARERMATTSTRASSE 3 STREET 2: P O BOX 555 CH 6341 BAAR CITY: SWITZERLAND BUSINESS PHONE: 4142227722 MAIL ADDRESS: STREET 1: BAARERMATTSTRASSE 3 STREET 2: P O BOX 555 CH 6341 BAAR CITY: SWITZERLAND SC 13D 1 gl688752-13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __) Milacron Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares - Par Value $1.00 - -------------------------------------------------------------------------------- (Title of Class of Securities) 598709103 (CUSIP Number) Steven N. Isaacs Patrick Collins Gregory M. Petrick, Esq. Glencore Finance AG Mizuho International plc Cadwalader, Wickersham & Baarermattstrasse 3 Bracken House Taft LLP CH-6341 Baar One Friday Street 100 Maiden Lane Switzerland London EC4M 9JA New York, NY 10038 011-41-41-709-2340 United Kingdom (212) 504-6000 011-44-207-236-1090 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 12, 2004 --------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 2 of 20 - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Glencore Finance AG - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[X] (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) (See Item #3) AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 10,500,000 OWNED BY EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,500,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,500,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.05% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 3 of 20 - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Glencore International AG - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[X] (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) (See Item #3) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 10,500,000 OWNED BY EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,500,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,500,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.05% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO, HC - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 4 of 20 - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Glencore Holding AG - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[X] (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) (See Item #3) AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 10,500,000 OWNED BY EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,500,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,500,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.05% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO, HC - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 5 of 20 - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Mizuho International plc - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[X] (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) (See Item # 3) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 4,500,000 OWNED BY EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,500,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,500,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.02% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 6 of 20 - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Mizuho Securities Co., Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)[X] (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) (See Item # 3) AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Japan - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 4,500,000 OWNED BY EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 4,500,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,500,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.02% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO,HC - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 7 of 20 - ---------------------------- ------------------------- ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to $30 million aggregate principal amount of the 20% Secured Step-Up Series A Notes due 2007 ("Series A Notes") of Milacron Inc. ("Milacron") which are immediately convertible into up to 15 million shares of Milacron's common stock, par value $1.00 per share ("Common Stock"). The principal executive office of Milacron is located at 2090 Florence Avenue, Cincinnati, Ohio 45206, United States of America. ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule 13D is filed on behalf of (i) Glencore Finance AG ("Glencore Finance"), Glencore International AG ("Glencore International") and Glencore Holding AG ("Glencore Holding", and collectively with Glencore International and Glencore Finance, "Glencore") and (ii) Mizuho International plc ("Mizuho International") and Mizuho Securities Co., Ltd. ("Mizuho Securities", and together with Mizuho International, "Mizuho"). Glencore and Mizuho are sometimes referred to herein as the "Reporting Persons". Each of Glencore Finance, Glencore International and Glencore Holding is a company organized under the laws of Switzerland. Mizuho International is a public limited company organized under the laws of the United Kingdom. Mizuho Securities is a company organized under the laws of Japan. (b) Glencore Finance is engaged principally in making investments. Glencore Holding is the parent company of Glencore International which is a leading privately held, diversified natural resources group with world-wide activity in mining, smelting, refining, purchasing, selling and marketing of metals and minerals, energy products and agricultural products. Glencore International is the parent company of Glencore Finance. The principal place of business of Glencore is located at Baarermattstrasse 3, CH-6341, Baar, Switzerland. Mizuho is engaged principally in banking and making investments. The principal place of business of Mizuho International is located at Bracken House, One Friday Street, London EC4M 9JA, United Kingdom. The principal place of business of Mizuho Securities is located at Otemachi First Square, 1-5-1, Otemachi, Chiyoda-ku, Tokyo 100-0004, Japan. (c) The name, business address and principal occupation or employment of each of the executive officers and directors of the Reporting Persons, as well as the names, business addresses and principal occupations of any other organizations in which such employment is conducted, are set forth in Annex 1 hereto and incorporated herein by reference. (d) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Annex 1 hereto has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 8 of 20 - ---------------------------- ------------------------- (e) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Annex 1 hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. (f) The citizenship of each of the executive officers and directors of the Reporting Persons is set forth in Annex 1 hereto and incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On March 12, 2004, Milacron, Glencore Finance and Mizuho International entered into a definitive agreement whereby Glencore Finance and Mizuho International provided Milacron with $100 million to be used, among other things, to repay Milacron's 8.375% Notes due March 15, 2004 (the "Refinancing Transaction"). In connection with the Refinancing Transaction, Milacron, Glencore Finance and Mizuho International entered into that certain Note Purchase Agreement (the "Note Purchase Agreement"), pursuant to which: (i) Glencore Finance purchased $21 million in aggregate principal amount of Series A Notes and $49 million in aggregate principal amount of 20% Secured Step-Up Series B Notes due 2007 ("Series B Notes", and together with the Series A Notes, the "Notes") with funds obtained pursuant to an inter-company loan from Glencore International and (ii) Mizuho International purchased $9 million in aggregate principal amount of Series A Notes and $21 million in aggregate principal amount of Series B Notes with its investment capital. The Series A Notes are immediately convertible into up to 15 million shares of Common Stock at a conversion price of $2 per share of Common Stock. The Notes initially bear a combination of cash and pay-in-kind interest at a rate of 20% per annum. If Milacron receives Stockholder Approval (as defined below), the interest rate applicable to the Notes will be reset, retroactively from the date of issuance, to 6% per annum, payable in cash. If the Notes are not converted or exchanged as described below, the interest thereon will increase on each interest payment date to a maximum of 24% per annum, payable in cash. If (A) Milacron receives stockholder approval on or before July 29, 2004 with respect to (i) the authorization of additional shares of Common Stock to be issued to Glencore Finance and Mizuho International as set forth below and (ii) the issuance of a new series of preferred stock convertible into such Common Stock ("Series B Preferred Stock") (stockholder approval of the actions set forth in clauses (i) and (ii) of this sentence on or before July 29, 2004 is referred to herein as "Stockholder Approval") and (B) either (i) the aggregate principal amount of the 7.625% Guaranteed Bonds due 2005, issued by Milacron Capital Holdings B.V. and guaranteed by Milacron (the "Euro Notes") has been repaid, repurchased, refinanced, redeemed, exchanged or otherwise retired or (ii) sufficient proceeds from a financing have been placed into escrow to repay, repurchase, refinance, redeem, exchange or otherwise retire the aggregate principal amount of the Euro Notes, subject to release from escrow to Milacron only for the purpose of SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 9 of 20 - ---------------------------- ------------------------- such repayment, repurchase, refinancing, redemption, exchange or other retirement (the conditions set forth in clause (i) or (ii) of this sentence are referred to herein as the "Euro Note Refinancing Condition"), then the aggregate principal amount of the Series A Notes, together with all shares of Common Stock issued upon conversion thereof, shall be exchanged for an aggregate of $30 million in liquidation preference of Series B Preferred Stock at an exchange rate of (i) with respect to Series A Notes, $200 per share of Series B Preferred Stock and (ii) with respect to Common Stock, one share of Series B Preferred Stock for each one hundred shares of Common Stock exchanged (the "Series A Exchange Rate"). If Milacron receives Stockholder Approval, then, if the holders of a majority of the then outstanding aggregate principal amount of the Series B Notes ("Series B Majority Holders") make a concurrent similar election with respect to the Series B Notes, the holders of a majority of the then outstanding aggregate principal amount of the Series A Notes ("Series A Majority Holders") may exchange the aggregate principal amount of the Series A Notes, together with all shares of Common Stock outstanding as a result of conversion thereof, for an aggregate of $30 million in liquidation preference of Series B Preferred Stock at the Series A Exchange Rate. The Series B Preferred Stock is convertible into shares of Common Stock at a conversion price of $2 per share of Common Stock. In the event that Milacron does not obtain Stockholder Approval, then (i) the Series A Notes that have not, as of such date, been converted into shares of Common Stock shall not be convertible and shall remain outstanding until March 15, 2007 and (ii) any Common Stock into which the Series A Notes have been converted shall be exchanged for shares of Milacron's Series C Preferred Stock with an aggregate liquidation preference of $2 per share of Common Stock exchanged therefor. If (i) Milacron receives Stockholder Approval; (ii) any applicable waiting period after any filing required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the acquisition by Glencore Finance and Mizuho International of Series B Preferred Stock has expired or terminated (such an occurrence is referred to herein as "HSR Approval") and (iii) the Euro Note Refinancing Condition is satisfied, then the aggregate principal amount of the Series B Notes shall be exchanged for an aggregate of $70 million in liquidation preference of Series B Preferred Stock at an exchange rate of $200 per share of Series B Preferred Stock. If Milacron receives (i) Stockholder Approval and (ii) HSR Approval, then, if the Series A Majority Holders make a concurrent similar election with respect to the Series A Notes, the Series B Majority Holders may exchange the aggregate principal amount of the Series B Notes for an aggregate of $70 million in liquidation preference of Series B Preferred Stock at an exchange rate of $200 per share of Series B Preferred Stock. The Series B Preferred Stock is convertible into shares of Common Stock at a conversion price of $2 per share of Common Stock. In the event that Milacron does not obtain Stockholder Approval and HSR Approval, the Series B Notes shall not be exchangeable and shall remain outstanding until March 15, 2007. Following exchange of the Notes for Series B Preferred Stock, the holders of the Series B Preferred Stock would collectively own approximately between 40% and 62.5% of Milacron's SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 10 of 20 - ---------------------------- ------------------------- fully-diluted equity (on an as-converted basis), depending on whether Milacron exercises an option to redeem a portion of the Series B Preferred Stock with the proceeds from a rights offering to its existing stockholders. On March 15, 2011, the Series B Preferred Stock would automatically be converted into Common Stock at a conversion price of $2 per share but may be converted prior to that time at the option of the holders thereof. The conversion price would be subject to reset to $1.75 per share at the end of the second quarter of 2005 if a test based on Milacron's financial performance for 2004 is not satisfied. Concurrently with the issuance of the Notes, Milacron, Glencore Finance and Mizuho International entered into that certain Registration Rights Agreement (the "Registration Rights Agreement"). The Registration Rights Agreement grants Glencore Finance and Mizuho International demand and piggy-back registration rights with respect to (i) Common Stock received upon conversion of the Series A Notes; (ii) the Series B Preferred Stock received upon exchange of the Notes; (iii) shares of Common Stock received upon conversion of the Series B Preferred Stock; (iv) if Milacron does not receive Stockholder Approval, (A) the Notes and (B) the shares of Series C Preferred Stock into which shares of Common Stock received by Glencore Finance and Mizuho International upon conversion of the Series A Notes are exchangeable. Glencore Finance and Mizuho International may exercise demand and piggy-back registration rights at any time after the 270-day period beginning on the date immediately following the date on which the Notes are exchanged for shares of Series B Preferred Stock pursuant to the terms of the Note Purchase Agreement. The registration rights granted to Glencore Finance and Mizuho International may not be exercised during blackout periods and are subject to holdback periods. Milacron, Glencore Finance and Mizuho International additionally entered into that certain Contingent Warrant Agreement (the "Contingent Warrant Agreement") concurrently with the issuance of the Notes. Pursuant to the Contingent Warrant Agreement, Milacron agreed to issue to holders of the Series B Preferred Stock contingent warrants (the "Contingent Warrants") to purchase an aggregate of one million shares of Milacron's Common Stock. If the Notes are not exchanged for Series B Preferred Stock pursuant to the terms of the Note Purchase Agreement as described above, the Contingent Warrants will not be issued by Milacron. The Contingent Warrants will be exercisable only if a test based on Milacron's financial performance for 2005 is not satisfied. Assuming that Milacron does not conduct a rights offering to its existing stockholders, and both the conversion price of the Series B Preferred Stock is reset to $1.75 and the Contingent Warrants are exercised, the holders of the Series B Preferred Stock would own approximately 62.5% of Milacron's fully diluted equity (on an as-converted basis). ITEM 4. PURPOSE OF TRANSACTION. The purpose of the acquisition by the Reporting Persons of the Notes was and is for investment purposes. The Reporting Persons intend to continue to evaluate Milacron's business, financial condition, results of operations, capital structure, management, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons may seek the views of, hold discussions with and respond to inquiries from representatives of Milacron and other persons regarding Milacron's affairs. Depending on such evaluations, the Reporting Persons may purchase additional shares of Common Stock, dispose of SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 11 of 20 - ---------------------------- ------------------------- any and all shares of Common Stock held by them or sell their interests in the Notes. Any acquisition or disposition of shares of Common Stock by the Reporting Persons may be effected through open market or privately negotiated transactions, or otherwise. In the interest of maximizing stockholder value, the Reporting Persons may, from time to time, develop plans respecting, or propose changes in the management, policies, operations, capital structure or business of Milacron. Such plans or proposals may include or relate to one or more of the transactions specified in subparagraph (a) through (j) of Item 4 of Schedule 13D, including, without limitation, a merger, disposition, sale of Milacron's assets or change in Milacron's capitalization. Except to the extent set forth herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. (d) Pursuant to the Note Purchase Agreement, Milacron has agreed to use its commercially reasonable efforts to cause a number of persons selected by holders of the Series A Notes to be appointed or elected to a number of directorships on Milacron's Board of Directors in proportion to the percentage of Milacron's fully diluted equity represented by the outstanding Series A Notes (on an as-converted basis), rounded up to the nearest whole number. If Milacron receives Stockholder Approval, the Reporting Persons will be entitled to appoint or elect additional directors to the Milacron Board of Directors. Glencore has selected Steven N. Isaacs to be appointed to the Milacron Board of Directors. The Reporting Persons are entitled to appoint a second person to the Milacron Board of Directors immediately but have not, as of the date hereof, selected any other person to be appointed to the Milacron Board of Directors. (g) Pursuant to the Note Purchase Agreement, Milacron has agreed to use its commercially reasonable efforts to obtain stockholder approval on or before July 29, 2004 with respect to (i) the authorization of additional shares of Common Stock to be issued to the Reporting Persons (as set forth in Item #3) and (ii) the issuance of Series B Preferred Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Milacron has 34,877,937 shares of Common Stock outstanding as of March 1, 2004, according to Milacron's Annual Report on Form 10-K for the fiscal year ended December 31, 2003. Milacron is obligated pursuant to the Note Purchase Agreement to issue up to 15 million shares of Common Stock upon conversion of the Series A Notes into shares of Common Stock. The total number of shares of Common Stock that Glencore beneficially owns is 10,500,000, which represents 21.05% of Milacron's total outstanding shares of Common Stock after taking into account the 15 million shares issuable to the Reporting Persons upon conversion of the Series A Notes. Glencore hereby disclaims beneficial ownership of the shares of Common Stock held by Mizuho. The total number of shares of Common Stock that Mizuho beneficially owns is 4,500,000, which represents 9.02% of Milacron's total outstanding shares of Common Stock after taking into account the 15 million shares issuable to the Reporting Persons upon conversion of the Series A SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 12 of 20 - ---------------------------- ------------------------- Notes. Mizuho hereby disclaims beneficial ownership of the shares of Common Stock held by Glencore. See Item #3 for additional information concerning potential future acquisitions by the Reporting Persons of Common Stock and Series B Preferred Stock convertible into shares of Common Stock. (b) Glencore has shared power to vote, or to direct the voting of, all of the shares of Common Stock reported as beneficially owned by them. Glencore has shared power to dispose of, or to direct the disposition of, all of the shares of Common Stock reported as beneficially owned by them. Mizuho has shared power to vote, or to direct the voting of, all of the shares of Common Stock reported as beneficially owned by them. Mizuho has shared power to dispose of, or to direct the disposition of, all of the shares of Common Stock reported as beneficially owned by them. (c) Except as set forth in this Schedule 13D, neither Glencore nor Mizuho nor, to the best of their knowledge, any person listed on Annex 1 has effected any transactions in Milacron Common Stock during the past sixty days. (d) Glencore may, from time to time, sell participation interests in the Notes. Any purchaser of such a participation interest may receive conversion and voting rights appurtenant to the Notes. Any purchaser of such a participation interest may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Items #3, #4 and #5. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1: Joint Filing Agreement Exhibit 2: Note Purchase Agreement, dated as of March 12, 2004, by and among Milacron, Glencore Finance and Mizuho International (incorporated by reference from Exhibit 10.49 to the Annual Report on Form 10-K filed by Milacron for the fiscal year ended December 31, 2003) Exhibit 3: Registration Rights Agreement, dated as of March 12, 2004, by and among Milacron, Glencore Finance and Mizuho International (incorporated by reference from Exhibit 10.50 to the Annual SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 13 of 20 - ---------------------------- ------------------------- Report on Form 10-K filed by Milacron for the fiscal year ended December 31, 2003) Exhibit 4: Contingent Warrant Agreement, dated as of March 12, 2004, by and among Milacron, Glencore Finance and Mizuho International (incorporated by reference from Exhibit 10.49 to the Annual Report on Form 10-K filed by Milacron for the fiscal year ended December 31, 2003) Exhibit 5: Certificate of Designation of Voting Powers, Designation, Preferences and Relative, Participating, Optional and Other Special Rights, and Qualifications, Limitations and Restrictions, of 6% Series B Convertible Preferred Stock of Milacron (incorporated by reference from Exhibit 10.49 to the Annual Report on Form 10-K filed by Milacron for the fiscal year ended December 31, 2003) Exhibit 6 Certificate of Designation of Voting Powers, Designation, Preferences and Relative, Participating, Optional and Other Special Rights, and Qualifications, Limitations and Restrictions, of Series C Preferred Stock of Milacron (incorporated by reference from Exhibit 10.49 to the Annual Report on Form 10-K filed by Milacron for the fiscal year ended December 31, 2003) SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 14 of 20 - ---------------------------- ------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 22, 2004. GLENCORE FINANCE AG By: /s/ Steven N. Isaacs -------------------------------------- Name: Steven N. Isaacs Title: Director By: /s/ Barbara A. Wolfensberger -------------------------------------- Name: Barbara A. Wolfensberger Title: Director GLENCORE INTERNATIONAL AG By: /s/ Zbynek E. Zak -------------------------------------- Name: Zbynek E. Zak Title: Director By: /s/ Lotti Grenacher Hagmann -------------------------------------- Name: Lotti Grenacher Hagmann Title: Officer SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 15 of 20 - ---------------------------- ------------------------- GLENCORE HOLDING AG By: /s/ Willy R. Strothotte -------------------------------------- Name: Willy R. Strothotte Title: Chairman By: /s/ Ivan Glasenberg -------------------------------------- Name: Ivan Glasenberg Title: Director MIZUHO INTERNATIONAL PLC By: /s/ Sabah Zubaida -------------------------------------- Name: Sabah Zubaida Title: Managing Director MIZUHO SECURITIES CO., LTD. By: /s/ Nobuo Oya -------------------------------------- Name: Nobuo Oya Title: Managing Director SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 16 of 20 - ---------------------------- ------------------------- Annex 1 Set forth below are the names, business addresses and present principal occupations of the executive officers and directors of Glencore Finance, Glencore International and Glencore Holding. The executive officers of Glencore Holding are the directors of Glencore Holding. The executive officers of Glencore International are the persons listed as directors whose principal occupation is with Glencore International. The executive officer of Glencore Finance AG is the person listed as director whose principal occupation is with Glencore Finance AG. Unless otherwise indicated, the present principal occupation of each person is with Glencore International. If no business address is given, the director's or executive officer's address is Baarermattstrasse 3, CH-6341, Baar, Switzerland. Unless otherwise indicated, all of the persons listed below are citizens of Switzerland.
Glencore Finance Name Principal Occupation Business Address Citizenship - ------------------------------ -------------------------- ----------------------- --------------- Steven N. Isaacs Chairman and Managing South Africa Officer of Glencore Finance Andreas P. Hubmann Officer of Glencore International AG- Accounting Barbara A. Wolfensberger In-house Counsel of Glencore International AG Directors of Glencore International Name Principal Occupation Business Address Citizenship - ------------------------------ -------------------------- ----------------------- --------------- Willy R. Strothotte Chairman Germany Ivan Glasenberg Chief Executive Officer Australia Zbynek E. Zak Chief Financial Officer Peter A. Pestalozzi Attorney, Pestalozzi Loewenstrasse 1 Gmuer & Patry CH-8001 Zurich, Switzerland Craig A. Davis Chairman & Chief 2511 Garden Road, USA Executive Officer of Bldg. A, Suite 200, Century Aluminum Company Monterey, CA 93940 Directors of Glencore Holding Name Principal Occupation Business Address Citizenship - ------------------------------ -------------------------- ----------------------- --------------- Willy R. Strothotte Chairman Germany
SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 17 of 20 - ---------------------------- -------------------------
Name Principal Occupation Business Address Citizenship - ------------------------------ -------------------------- ----------------------- --------------- Ivan Glasenberg Chief Executive Officer Australia Zbynek E. Zak Chief Financial Officer Peter A. Pestalozzi Attorney, Pestalozzi Loewenstrasse 1 Gmuer & Patry CH-8001 Zurich, Switzerland Craig A. Davis Chairman & Chief 2511 Garden Road, USA Executive Officer of Bldg. A, Suite 200, Century Aluminum Company Monterey, CA 93940 Eberhard Knoechel Director - Accounting Daniel Dreyfuss Managing Director - 50 Berkley Street, London Office London W1J 8HD, United Kingdom
Set forth below are the names, business addresses, principal occupations and citizenship of the executive officers and directors of Mizuho Securities. Unless otherwise indicated, the business address of each person listed below is Mizuho Securities Co., Ltd., Otemachi First Square, 1-5-1, Otemachi, Chiyoda-ku, Tokyo 100-0004, Japan.
Name Principal Occupation Business Address Citizenship - ------------------------------ -------------------------- ----------------------- --------------- Yoshio Osawa President Japan Hideo Arai Deputy President Japan Takayasu Tanaka Deputy President Japan Shinji Ichishima Deputy President Japan Keisuke Yokoo Managing Director Japan Nobuaki Takeda Managing Director Japan Yoshihide Komatsu Managing Director Japan Michio Ito Managing Director Japan Takashi Nakagawa Managing Director Japan Yusuke Sakaue Managing Director Japan
SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 18 of 20 - ---------------------------- -------------------------
Name Principal Occupation Business Address Citizenship - ------------------------------ -------------------------- ----------------------- --------------- Seiichiro Inoue Managing Director Japan Shigeyoshi Nishiyama Managing Director Japan Kunimi Tokuoka Managing Director Japan Naoki Ito Managing Director Japan Taizo Kondo Managing Director Japan Nobuo Oya Managing Director Mizuho International Japan plc, Bracken House, One Friday Street, London EC4M 9JA, United Kingdom Michio Tani Managing Director Mizuho Securities Japan USA, Inc., 111 River Street, 11th Floor, Hoboken, NJ 07030
Set forth below are the names, business addresses, principal occupations and citizenship of the executive officers and directors of Mizuho International. Unless otherwise indicated, the business address of each person listed below is Bracken House, One Friday Street, London EC4M 9JA, United Kingdom.
Name Principal Occupation Business Address Citizenship - ------------------------------ -------------------------- ----------------------- --------------- Nobuo Oya Chief Executive Japan Takeshi Senda Managing Director Japan Sabah Zubaida Managing Director United Kingdom Ian Barry Abrams Non-Executive Director United Kingdom Jonathan Philip Charkham Non-Executive Director United Kingdom Geoffrey Bentley Mitchell Non-Executive Director United Kingdom Keisuke Yokoo Non-Executive Director Japan Seiichiro Sato Non-Executive Director Japan
EX-1 3 gl688752-ex1.txt JOINT FILING AGREEMENT SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 19 of 20 - ---------------------------- ------------------------- Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(k) The undersigned persons (the "Reporting Persons") hereby agree that a joint statement on this Schedule 13D, and any amendments thereto, is to be filed. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning each of them contained therein, but none of the Reporting Persons is responsible for the completeness or accuracy of the information concerning any other Reporting Person. Date: March 22, 2004. GLENCORE FINANCE AG By: /s/ Steven N. Isaacs -------------------------------------- Name: Steven N. Isaacs Title: Director By: /s/ Barbara A. Wolfensberger -------------------------------------- Name: Barbara A. Wolfensberger Title: Director GLENCORE INTERNATIONAL AG By: /s/ Zbynek E. Zak -------------------------------------- Name: Zbynek E. Zak Title: Director By: /s/ Lotti Grenacher Hagmann -------------------------------------- Name: Lotti Grenacher Hagmann Title: Officer SCHEDULE 13D - ---------------------------- ------------------------- CUSIP No. 598709103 Page 20 of 20 - ---------------------------- ------------------------- GLENCORE HOLDING AG By: /s/ Willy R. Strothotte -------------------------------------- Name: Willy R. Strothotte Title: Chairman By: /s/ Ivan Glasenberg -------------------------------------- Name: Ivan Glasenberg Title: Director MIZUHO INTERNATIONAL PLC By: /s/ Sabah Zubaida -------------------------------------- Name: Sabah Zubaida Title: Managing Director MIZUHO SECURITIES CO., LTD. By: /s/ Nobuo Oya -------------------------------------- Name: Nobuo Oya Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----