.

0000906318-09-000095.txt : 20090629 0000906318-09-000095.hdr.sgml : 20090629 20090629162228 ACCESSION NUMBER: 0000906318-09-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090623 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090629 DATE AS OF CHANGE: 20090629 FILER: 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08485 FILM NUMBER: 09916499 BUSINESS ADDRESS: STREET 1: 4165 HALF ACRE ROAD CITY: BATAVIA STATE: OH ZIP: 45103 BUSINESS PHONE: 513-536-3558 MAIL ADDRESS: STREET 1: 4165 HALF ACRE ROAD CITY: BATAVIA STATE: OH ZIP: 45103 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 8-K 1 milacron8k62309.htm FORM 8-K .


UNITED STATES 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: June 23, 2009 (Date of earliest event reported)

Milacron Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-08485	31-1062125
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4165 Half Acre Road, Batavia, Ohio		45103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (513) 536-2000

N/A (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Form 8-K

Item 1.01 Entry into a Material Definitive Agreement

As reported in the Company’s Current Report on Form 8-K filed on May 7, 2009, on May 3, 2009, Milacron Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) entered into a definitive Purchase Agreement (the “Purchase Agreement”) to sell substantially all of their assets to a company (the “Purchaser”) formed by affiliates of Avenue Capital Group, certain funds and/or accounts managed by DDJ Capital Management LLC and certain other entities that together hold approximately 93% of the Company’s 11½% Senior Secured Notes.

On June 25, 2009, the Debtors and the Purchaser entered into Amendment No. 2 to the Purchase Agreement (the “Amendment”). Among other things, the Amendment (i) set the Closing Date for July 16 or such later date as specified obligations and conditions of the parties are satisfied or waived and (ii) restructured the transaction as a reorganization under section 368(a)(1)(G) of the United States Internal Revenue Code. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report.

Item 7.01 Regulation FD

On June 23, 2009, the Company filed with the Bankruptcy Court its monthly operating report for May 2009 (the “Monthly Operating Report”). The Monthly Operating Report is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The Monthly Operating Report is available on the internet website of the claims agent Kurtzman Carson Consultants, LLC, at http://www.kccllc.net/.

Item 8.01

Other Events

At a hearing held on June 26, 2009, the United States Bankruptcy Court in the Debtors’ Chapter 11 proceeding (the “Court”) approved the sale of substantially all of the Debtors’ assets to the Purchaser pursuant to the Purchase Agreement. The order approving the sale is expected to be entered on or about June 30, 2009.

The Purchase Agreement had been subject to higher offers from other parties, which were solicited in accordance with bid procedures approved by the Court. The Debtors did not receive any higher offers on or prior to the June 24, 2009 bid deadline established by the Court and therefore requested Court approval of the sale pursuant to the Purchase Agreement at the June 26 hearing.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

10.1

Amendment No. 2 to Purchase Agreement among Milacron Inc., certain of its subsidiaries and MI 363 BID LLC, dated as of June 25, 2009

99.1

Monthly Operating Report for May 2009, filed with the United States Bankruptcy Court for the Southern District of Ohio, Western Division.

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: June 29, 2009 By:	/s/John C. Francy
	Name: John C. Francy
	Title: Vice President-Finance, Chief Financial Officer and Treasurer

EX-10 2 ex101.htm EXHIBIT 10.1 .

Execution Version

AMENDMENT NO. 2 TO THE PURCHASE AGREEMENT

AMENDMENT No. 2 (this “Amendment”), dated as of June 25, 2009, to the Purchase Agreement, dated as of May 3, 2009 (as amended, the “Purchase Agreement”), among Milacron Inc., a Delaware corporation, Milacron Plastics Technologies Group Inc., a Delaware corporation, D-M-E Company, a Delaware corporation (“DME”), Cimcool Industrial Products Inc., a Delaware corporation, Milacron Marketing Company, an Ohio corporation, Milacron Canada Ltd., an Ontario corporation, Milacron Capital Holdings B.V., a Dutch corporation (collectively, the “Sellers” or the “Debtors”), and MI 363 Bid LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.

WHEREAS, the Sellers and the Purchaser entered into the Purchase Agreement pursuant to which the Sellers agreed to sell, and the Purchaser agreed to purchase, the Purchased Assets, upon the terms and subject to the conditions set forth therein;

WHEREAS, the Sellers and the Purchaser agreed to amend the Purchase Agreement pursuant to Amendment No. 1 to the Purchase Agreement, dated June 5, 2009; and

WHEREAS, the parties hereto desire to further amend the Purchase Agreement as set forth in this Amendment in accordance with Section 11.08 thereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows:

Section 1.

Amendment to Section 1.01.

(a)

The definition of “Excluded Taxes” is hereby amended to delete the word “and” immediately preceding “(iii)” and to insert the following immediately preceding the period at the end of the definition: “and (iv) for greater certainty, any Taxes in connection with any Employee Plan subject to Title IV of ERISA (including, without limitation, any Taxes arising under or in connection with Section 4006(a)(7) of ERISA)”.

(b)

The definition of “Assumed Payables” is hereby deleted and replaced in its entirety with the following:

“Assumed Payables” means only Allowed Administrative Claims owed to third party vendors, suppliers, and other general trade creditors, including payroll obligations, to the extent incurred by the Sellers in the ordinary course of business (and not in violation of this Agreement) and solely to the extent such Claims relate specifically to the operation of the Business between the Petition Date through Closing; provided that the definition of Assumed Payables shall exclude all Excluded Liabilities and any Claim based on, in connection with or related to any Asset or Contract that does not constitute a Purchased Asset.

(c)

The definition of “Canadian Trade Payables” is hereby amended to replace the number “750,000” in the third line with “820,000”.

NYDOCS02/874182.8

Section 2.

Amendment to Section 2.02(a)(iii). Section 2.02(a)(iii) is hereby amended to insert the following immediately after the semi-colon at the end of the section: “provided, however, that, for greater certainty, any Taxes in connection with any Employee Plan subject to Title IV of ERISA (including any Taxes arising under or in connection with Section 4006(a)(7) of ERISA) shall be Excluded Liabilities hereunder;”.

Section 3.

Amendment to Section 2.07. Section 2.07 of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

Section 2.07

Closing. Subject to the terms and conditions of this Agreement, the consummation of the Transactions shall take place at a closing (the “Closing”) to be held (i) at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York at 10:00 a.m. New York time, or, in relation to the European Shares, at a location to be determined by the Purchaser in Amsterdam, the Netherlands, on July 16, 2009 or, in the event the conditions to the obligations of the parties hereto set forth in Section 8.01 and Section 8.02 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) have not been satisfied or waived by such date and time, on the first Business Day following such satisfaction or waiver, or (ii) at such other place or at such other time or on such other date as the Sellers and the Purchaser may mutually agree upon in writing. The date of the Closing is herein referred to as the “Closing Date.”

Section 4.

Amendment to Section 5.23. Section 5.23 is hereby amended to insert the following as a new Section 5.23(e):

(e)

Section 5.23(e) of the Sellers’ Disclosure Schedule sets forth a description of the transaction structure that the Purchaser has decided to implement under this Section 5.23 and certain rights and obligations of the parties thereunder.

Section 5.

Amendment to the Sellers’ Disclosure Schedule.

(a)

Section 2.01(b)(vii) of the Sellers’ Disclosure Schedule is hereby amended to add the following as Excluded Contracts: “Letter Agreement, dated January 24, 2009, between Conway, Del Genio, Gries & Co., LLC and Milacron Inc.”; “Letter Agreement, dated January 16, 2009, between Rothschild Inc. and Milacron Inc.”; and “Any Contract between any Seller and a professional service provider retained in connection with the Cases or any of the transactions contemplated by the Restructuring Support Agreement”.

(b)

Section 2.02(a)(xi) of the Sellers’ Disclosure Schedule is hereby amended to add the following Assumed Liability: “Any valid and enforceable warranty obligation outstanding as of the Closing Date granted by any Seller to any of its customers with whom the Purchaser transacts business following the Closing Date.”

(c)

The Sellers’ Disclosure Schedule is hereby amended to add as a new Section 5.23(e) the schedule attached hereto as Exhibit A.

Section 6.

Entire Agreement. The Purchase Agreement (as amended by this Amendment) and the Ancillary Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and

NYDOCS02/874182.8

undertakings, both written and oral, among the Sellers and the Purchaser with respect to the subject matter hereof and thereof.

Section 7.

Severability. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Amendment shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by the Purchase Agreement (as amended by this Amendment) is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify the Purchase Agreement (as amended by this Amendment) so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by the Purchase Agreement (as amended by this Amendment) are consummated as orig inally contemplated to the greatest extent possible.

Section 8.

Counterparts. This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Section 9.

Governing Law. This Amendment shall be governed by, and construed in accordance with, the Laws of the State of New York and, to the extent applicable, the Bankruptcy Code and the CCAA. The parties hereto agree that the Bankruptcy Courts shall be the exclusive forums for enforcement of this Amendment and (only for the limited purpose of such enforcement) submit to the jurisdiction thereof; provided, that if the U.S. Bankruptcy Court determines that it does not have subject matter jurisdiction over any action or proceeding arising out of or relating to this Amendment, then the Debtors and the Purchaser: (a) agree that all such actions or proceedings shall be heard and determined in a New York federal court sitting in The City of New York; (b) irrevocably submit to the jurisdiction of such court in any such action or proceeding; (c) consent that any such action or proceedin g may be brought in such courts and waives any objection that such party may now or hereafter have to the venue or jurisdiction or that such action or proceeding was brought in an inconvenient court; and (d) agree that service of process in any such action or proceeding may be effected by providing a copy thereof by any of the methods of delivery permitted by the Purchase Agreement to such party at its address as provided in the Purchase Agreement (provided that nothing herein shall affect the right to effect service of process in any other manner permitted by Law).

Section 10.

Full Force and Effect. Except as amended hereby, the Purchase Agreement shall remain in full force and effect.

[Remainder of the page intentionally left blank]

NYDOCS02/874182.8

IN WITNESS WHEREOF, the Sellers and the Purchaser have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Milacron Inc.

By: /s/David E. Lawrence
Name: David E. Lawrence
Title: President and CEO

Milacron Plastics Technologies Group Inc.

By: /s/David E. Lawrence
Name: David E. Lawrence
Title: President

D-M-E Company

By: /s/David E. Lawrence
Name: David E. Lawrence
Title: President

Cimcool Industrial Products Inc.

By: /s/David E. Lawrence
Name: David E. Lawrence
Title: President

Milacron Marketing Company

By: /s/David E. Lawrence
Name: David E. Lawrence
Title: President

Milacron Canada Ltd.

By: /s/David E. Lawrence
Name: David E. Lawrence
Title: Director

Milacron Capital Holdings B.V.

By: /s/David E. Lawrence
Name: David E. Lawrence
Title: Authorized Representative

MI 363 Bid LLC

By: MI 363 Bid Corporation, its Sole Member

/s/ Michael D. Elkins
Name: Michael D. Elkins
Title: Director

Exhibit A

Section 5.23(e)

(a)

Purchaser and the Sellers shall implement the G Reorganization Structure under Section 5.23(b) of the Agreement. In accordance with the G Reorganization Structure, the Purchase Agreement Bid Amount due to the Sellers under Section 2.04(f) of the Agreement shall be payable solely in shares of common or preferred stock (the “Parent Stock”) of MI 363 Bid Corporation, a Delaware corporation (the “Parent”), and the sole owner of the membership interests of Purchaser, and shall be allocable among the Sellers on the basis of the fair market value of their Purchased Assets (net of their Assumed Liabilities), as agreed by Purchaser and the Sellers prior to the Closing. For the avoidance of doubt, at least one (1) share of Parent Stock shall be allocated to each Seller under this paragraph (a).

(b)

As part of the Closing, the Parent Stock allocated to Sellers other than Milacron under paragraph (a) hereof shall be transferred to Milacron, and immediately thereafter, the Parent Stock allocated to Milacron under paragraph (a) hereof, and the Parent Stock received by Milacron from the other Sellers under this paragraph (b), shall be transferred to the Sponsors (or other Persons affiliated with or managed by the Sponsors) free and clear of all Liens, in proportion to their ownership interests in Parent, in exchange for an amount of Senior Secured Notes equal to the Purchase Agreement Bid Amount. The transfers of Parent Stock under this paragraph (b) shall be considered initial distributions by the Sellers pursuant to plans of reorganization of the Sellers within the meaning of section 368 of the Tax Code. Also pursuant to such plans of reorganization, the Sellers (other than MCH B.V.) agree to undertake and complete thei r liquidations within a reasonable period of time following the Closing under the direction of the Bankruptcy Courts and in compliance with the requirements of the Bankruptcy Code or CCAA, as relevant.

(c)

Purchaser and the Sellers agree that the Allocation contemplated by Section 2.05(b) of the Agreement shall not be required under the G Reorganization Structure, and that the other provisions of Section 2.05, solely to the extent such provisions relate to the Allocation, shall not apply to the G Reorganization Structure.

EX-99 3 ex991.htm EXHIBIT 99.1 .

TRANSMITTAL OF FINANCIAL REPORTS AND

CERTIFICATION OF COMPLIANCE WITH

UNITED STATES TRUSTEE OPERATING REQUIREMENTS FOR

THE PERIOD ENDED MAY 31, 2009

IN RE:

09-11235 (JVA); 09-11236;

09-11237;

09-11238;

09-11239;

09-11241;

CASE NO.:

09-11244

Chapter 11

Judge:

J. Vincent Aug, Jr.

Milacron Inc., a Delaware corporation,

et, al.

Debtor

As debtor in possession, I affirm:

That I have reviewed the financial statements attached hereto, consisting of:

___X___

Operating Statement

(Form 2)

___X___

Balance Sheet

(Form 3)

___X___

Summary of Operations

(Form 4)

___X___

Monthly Cash Statement

(Form 5)

___X___

Statement of Compensation

(Form 6)

___X___

Schedule of In-Force Insurance

(Form 7)

and that they have been prepared in accordance with normal and customary accounting practices, and fairly and accurately reflect the debtor’s financial activity for the period stated;

That the insurance, including workers’ compensation and unemployment insurance, as described in

Section 4 of the Reporting Requirements For Chapter 11 Cases is in effect; and,

(if not, attach a written explanation)

YES ___X___

NO ___ ___

That all postpetition taxes as described in Sections 1 and 14 of the Operating Instructions and

Reporting Requirements For Chapter 11 cases are current.

(If not, attach a written explanation)

YES ___X___

NO ___ ___

No professional fees (attorney, accountant, etc.) have been paid without specific court authorization.

(If not, attach a written explanation)

YES ___X___

NO ___ ___

All United States Trustee Quarterly fees have been paid and are current.

YES ___X___

NO ___ ___

Have you filed your prepetition tax returns.

(If not, attach a written explanation)

YES ____ ___

NO ___X __

I hereby certify, under penalty of perjury, that the information provided above and in the attached documents is true and correct to the best of my information and belief.

/s/ John C. Francy

Dated

6/22/09

Debtor in Possession

V.P.-Finance,

513-536-2000

Title

Phone

Treasurer &

CFO

Form 1

Transmittal of Financial Reports and

Certification of Compliance with

United States Trustee Operating Requirements for

The Period Ended

May 31, 2009

IN RE:

Milacron Inc., a Delaware corporation, et, al.

CASE NO:

09-11235 (JVA)

09-11236

09-11237

09-11238

09-11239

09-11241

09-11244

Chapter 11 Judge:

J. Vincent Aug, Jr.

Form 1, Item 6:

Written explanation of unfiled prepetition tax returns:

The company has yet to file its 2008 Federal and State Income Tax Returns. The returns will be filed within the extended due dates.

Form 1 (Attachment for Item 6)


OPERATING STATEMENT (P&L)
Period Ending May 31, 2009

	Case No: 09-11235 (JVA)

		Total Since Filing on March 10, 2009
	Period Ending May 31, 2009
	Period Ending May 31, 2009

Total Sales	18,333,000	59,542,000
Cost of Sales	16,071,000	54,217,000

Gross Profit	2,262,000	5,325,000

Selling, General and Administrative Expenses:
Salaries and Wages	1,366,000	3,726,000
Fringes/Employee Benefits	496,000	1,142,000
Travel and Entertainment	191,000	539,000
Advertising	140,000	358,000
Professional Services	623,000	1,120,000
Commissions	289,000	805,000
Dealer's Discount	166,000	634,000
Other	1,090,000	2,404,000
Total Expenses	4,361,000	10,728,000

Net Operating Profit/(Loss)	(2,099,000)	(5,403,000)

Add: Non-Operating Income
Interest Income	7,000	21,000
Intercompany Service Credit	132,000	404,000
Total Non-Operating Income	139,000	425,000

Less: Non-Operating Expenses
Bankruptcy Professional Fees, Estate	1,886,000	5,087,000
Bankruptcy Professional Fees, Lenders	1,465,000	4,553,000
Bankruptcy Costs - Other	56,000	190,000
Investment Loss in Subsidiaries	2,052,000	7,524,000
Financing Costs	63,000	2,834,000
(Gain)/Loss on Currency Transactions	167,000	206,000
Intercompany Interest Expense	3,000	297,000
Interest Expense	1,129,000	2,996,000
Other	(70,000)	322,000
Total Non-Operating Expenses	6,751,000	24,009,000

Income Tax Expense (Income)	(181,000)	(434,000)
Net Income/(Loss)	(8,530,000)	(28,553,000)

Form 2


BALANCE SHEET Period Ending May 31, 2009
		Case No: 09-11235 (JVA)

	May 31, 2009	April 30, 2009	At Filing
ASSETS:
Cash and Cash Equivalents	5,411,000	4,928,000	6,581,000
Notes and Accounts Receivable, Net	30,316,000	30,956,000	32,541,000
Insider Receivables	-	-	-
Inventory	83,073,000	83,240,000	92,115,000
Deferred Income Taxes Net of Valuation Allowances	1,473,000	1,407,000	1,362,000
Other Assets	16,499,000	15,437,000	8,665,000
Property, Plant and Equipment	190,005,000	189,270,000	189,079,000
Accumulated Depreciation	(147,305,000)	(146,152,000)	(144,959,000)
Goodwill	53,190,000	52,671,000	52,582,000
Deferred Financing Costs	4,668,000	4,851,000	5,152,000
Investments in Subsidiaries	295,602,000	285,810,000	288,027,000
Advances to Subsidiaries	1,826,000	5,079,000	4,589,000
TOTAL ASSETS	534,758,000	527,497,000	535,734,000

LIABILITIES:
Post-Petition Liabilities:
Trade Accounts Payable	13,820,000	13,385,000	-
Advance Billings and Deposits	4,495,000	3,206,000	-
Accrued Salaries, Wages and Other Compensation	4,138,000	4,006,000	-
Accrued Interest	591,000	536,000	-
Intercompany Payable	1,609,000	3,003,000	-
Advances from Affiliates	-	-	-
Accrued Liabilities	6,712,000	6,016,000	-
Debtor-in-Possession Financing	69,448,000	55,494,000	-
Total Post-Petition Liabilities	100,813,000	85,646,000	-

Secured Prepetition Liabilities:
Short-Term Borrowings	-	-	39,532,000
Long-Term Debt	203,049,000	208,101,000	227,483,000
Total Secured Liabilities	203,049,000	208,101,000	267,015,000

Prepetition Liabilities Subject to Compromise:
Trade Accounts Payable	32,594,000	35,359,000	36,595,000
Advance Billings and Deposits	4,433,000	4,897,000	12,010,000
Accrued Salaries, Wages and Other Compensation	6,201,000	6,532,000	8,864,000
Accrued Interest	7,380,000	7,557,000	8,220,000
Intercompany Payable	115,607,000	115,793,000	120,980,000
Advances from Affiliates	66,318,000	64,822,000	64,004,000
Accrued Liabilities	280,855,000	281,025,000	283,555,000
Total Prepetition Liabilities	513,388,000	515,985,000	534,228,000

Equity:
Preferred Stock	6,005,000	6,005,000	6,005,000
Common Stock	60,000	60,000	60,000
Paid In Capital	480,395,000	480,151,000	479,727,000
Retained Deficit - Pre-Petition	(537,129,000)	(537,129,000)	(537,129,000)
Retained Deficit - Post-Petition	(30,476,000)	(21,239,000)	-
Accumulated Other Comprehensive Loss	(201,347,000)	(210,083,000)	(214,172,000)
Total Equity	(282,492,000)	(282,235,000)	(265,509,000)

Total Liabilities and Equity	534,758,000	527,497,000	535,734,000


Form 3


SUMMARY OF OPERATIONS Period Ended: May 31, 2009

							Case No: 09-11235 (JVA)

			Schedule of Postpetition Taxes Payable
			Beginning April 30, 2009 Balance			Accrued / Withheld			Payments / Deposits		Ending May 31, 2009 Balance


Employer Payroll Taxes and Employee Payroll Taxes Withheld			$ 794,000			$ 327,000			$ 369,000		$ 752,000

Sales, Use & Excise Taxes:			152,000			(74,000)			19,000		59,000

Property Taxes:			103,000			39,000			9,000		133,000

Workers' Compensation			28,000			14,000			-		42,000

TOTALS:			$1,077,000			$ 306,000			$ 397,000		$ 986,000



AGING OF ACCOUNTS RECEIVABLE AND POSTPETITION ACCOUNTS PAYABLE

				Days Past Due
Days in Age	Current				1-30			31-60		Over 60

Post Petition Accounts Payable	$ 13,585,900				$ 226,000			$ 8,100		$ -
Accounts Receivable	$ 17,093,000				$ 7,485,000			$ 3,114,000		$ 4,014,000

Components of Balance Sheet Notes and Accounts Receivable
Customer Receivables		$ 31,706,000		(See aging above.)
Notes Receivable		2,126,000
Allowance for Doubtful Accounts		(3,516,000)
Notes and Accounts Receivable		$ 30,316,000

For all postpetition accounts payable over 30 days old, please attach a sheet listing each such account, to whom the account is owed, the date the account was opened, and the reason for non-payment of the account.
* Post Petition Accounts Payable over 30 days consist of 1 service provider whose contract
is in negotiation from a dispute. This balance was paid in June. Describe events or factors occurring during this reporting period materially affecting operations and formulation of a Plan of Reorganization
* None



Form 4


MONTHLY CASH STATEMENT
Period Ending May 31, 2009


Cash Activity Analysis (Cash Basis Only):				Case No:	09-11235 (JVA)

			Milacron
		Milacron	Plastics		Cimcool		Milacron
		Marketing	Technologies	D-M-E	Industrial	Milacron	Capital
	Milacron Inc.	Company	Group, Inc.	Company Inc.	Products Inc.	Canada Ltd.	Holdings B.V.

A. Beginning Balance	292,228	2,213,569	11,969	264,534	99,995	1,956,859	22,326

B. Receipts	316,037,242	17,996,714	923,241	284,622	443,709	1,338,774	11,326

C. Balance Available	316,329,469	20,210,283	935,210	549,156	543,704	3,295,633	33,652

D. Less Disbursements	(315,432,477)	(18,492,757)	(923,256)	(113,076)	(457,948)	(1,260,147)	-

E. Currency Translation Adjustment	-	-	-	-	-	144,464	-

F. Ending Balance	896,992	1,717,526	11,954	436,080	85,756	2,179,950	33,652

(PLEASE ATTACH COPIES OF MOST RECENT RECONCILED BANK STATEMENTS FROM EACH ACCOUNT)

1. Deposit Name & Location

Deutsche Bank, 60 Wall Street 25th Floor, New York, NY, 10005