-----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, FzJ6W9x1xnxOw1sV4fmNSU/hc4SV/kYs4v/AsSGmokVeZzj/UO0oiH9fpgjtnaKQ eYj+oVreJtaZlAYGf5X99Q== 0001019056-06-000321.txt : 20060324 0001019056-06-000321.hdr.sgml : 20060324 20060324130801 ACCESSION NUMBER: 0001019056-06-000321 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060324 DATE AS OF CHANGE: 20060324 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40853 FILM NUMBER: 06708364 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: Ore Hill Hub Fund Ltd. CENTRAL INDEX KEY: 0001307343 IRS NUMBER: 980379390 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 444 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-389-2333 MAIL ADDRESS: STREET 1: 444 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 milacron_13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment ___)* Milacron Inc. ------------------------ (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 598709103 ------------------------ (CUSIP Number) March 16, 2006 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this is filed: [X] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Page 1 of 7 pages) CUSIP No. 59809103 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ore Hill Hub Fund Ltd. Tax I.D. 98-0379390 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Cayman Islands - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 0 Shares Beneficially 6. Shared Voting Power 6,000,000 Owned by Each Reporting 7. Sole Dispositive Power 0 Person With 8. Shared Dispositive Power 6,000,000 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,000,000 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See instructions) [ ] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 10.47% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- (Page 2 of 7 pages) CUSIP No. 59809103 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ore Hill Partners LLC Tax I.D. 03-0420197 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of 5. Sole Voting Power 0 Shares Beneficially 6. Shared Voting Power 6,000,000 Owned by Each Reporting 7. Sole Dispositive Power 0 Person With 8. Shared Dispositive Power 6,000,000 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,000,000 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See instructions) [ ] - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row (9) 10.47% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IA - -------------------------------------------------------------------------------- (Page 3 of 7 pages) Item 1. (a) Name of Issuer: Milacron Inc. (b) Address of Issuer's Principal Executive Offices: 2090 Florence Avenue, Cincinnati, Ohio 45206 Item 2. (a) Name of Persons Filing: This Statement relates to shares held by Ore Hill Hub Fund Ltd. ("OH Hub Fund"). Ore Hill Partners LLC ("OH Partners") is the investment manager of the OH Hub Fund and, accordingly, may be deemed to have voting and dispositive power with respect to the shares reported herein. (b) Address of Principal Business Office or, if none, Residence: The address of the principal business office of: (i) OH Hub Fund is c/o BISYS Hedge Fund Services (Cayman) Limited, 27 Hospital Road, P.O. Box 1748GT, Cayman Corporate Centre, George Town, Grand Cayman, Cayman Islands, BWI, and (ii) OH Partners is 650 Fifth Avenue, 9th Floor, New York, New York 10019. (c) Citizenship: OH Hub Fund is a Cayman Islands exempted company. OH Partners is a Delaware limited liability company. (d) Title of Class of Securities: Common Stock, par value $.01 per share (e) CUSIP Number: 59809103 Item 3. OH Partners is a registered investment adviser under Section 203 of the Investment Advisers Act and, accordingly, is filing this Statement as: [X] An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). This Statement is not being filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c) with respect to OH Partners. Item 4. Ownership. All the shares of Common Stock reported herein are issuable upon conversion of the 52,500 shares of 6.0% Series B Convertible Preferred Stock of the issuer presently held by OH Hub Fund. As to each person joining in the filing of this Statement (a) Amount beneficially owned: 6,000,000 shares held by OH Hub Fund. (b) Percent of class: 10.47%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0. (ii) Shared power to vote or to direct the vote: 6,000,000 shares. (iii) Sole power to dispose or to direct the disposition of: 0. (iv) Shared power to dispose or to direct the disposition of: 6,000,000 shares. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. (Page 4 of 7 pages) Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of a Group. Not applicable. Item 10. Certification. By signing below OH Partners certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. By signing below OH Hub Fund certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. March 22, 2006 ORE HILL PARTNERS LLC, individually and on behalf of ORE HILL HUB FUND LTD. By: /s/ CLAUDE A. BAUM ---------------------------------- Name: Claude A. Baum Title: General Counsel (Page 5 of 7 pages) Exhibit Index ------------- Exhibit Page No. - ------- -------- A. Joint Filing Agreement, dated March 22, 2006, by and 7 between Ore Hill Hub Fund Ltd. and Ore Hill Partners LLC (Page 6 of 7 pages) EXHIBIT A --------- JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Milacron Inc. dated March 22, 2006 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. March 22, 2006 ORE HILL PARTNERS LLC, individually and on behalf of ORE HILL HUB FUND LTD. By: /s/ CLAUDE A. BAUM ---------------------------- Name: Claude A. Baum Title: General Counsel (Page 7 of 7 pages) -----END PRIVACY-ENHANCED MESSAGE-----