CORRECTING and REPLACING NYSE Accepts Milacron's Reliance on an Exception to Shareholder Approval Policy.Business Editors CORRECTION... by Milacron Inc. CINCINNATI--(BUSINESS WIRE)--March 3, 2004 In BW5847 issued March 2, 2004: First graph, first sentence of release dated March 2, 2003 read it: xxx ...20% of the 34,877,937 shares (sted xxx 20% of the 34,877,937 million shares). Also, third graph, second sentence read it: xxx ...may proceed to issue up to 15,122,063 shares (sted xxx may proceed to issue up to 15,122,063 million shares). The corrected release reads: NYSE NYSE See: New York Stock Exchange ACCEPTS MILACRON'S RELIANCE ON AN EXCEPTION TO SHAREHOLDER APPROVAL POLICY Milacron Inc. (NYSE: MZ), a leading supplier of plastics processing Plastics processing Those methods used to convert plastics materials in the form of pellets, granules, powders, sheets, fluids, or preforms into formed shapes or parts. equipment and supplies and industrial fluids, today announced that the audit committee of its board of directors has approved the use of an exception to the New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of Stock Exchange's shareholder approval policy so that the company could possibly issue a number of shares of common stock, and/or securities that are convertible or exercisable into a number of shares of common stock, equal to or in excess of 20% of the 34,877,937 shares of Milacron common stock currently outstanding. These shares would be issued in the event the company negotiates a refinancing Refinancing An extension and/or increase in amount of existing debt. plan prior to March 15 to satisfy its debt maturities and replace its receivables securitization Securitization The process of creating a financial instrument by combining other financial assets and then marketing them to investors. Notes: Mortgage backed securities are a perfect example of securitization. May also be spelled as "securitisation. program, which recently was extended to March 12. On March 15, 2004, $115 million in principal amount of the company's senior notes and approximately $54 million of the company's indebtedness under its revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility are due to mature. As Milacron does not have sufficient cash to satisfy these maturities, it continues to hold discussions with both current and prospective lenders and investors with respect to meeting these obligations as well as replacing the receivables program. Many of the alternatives under discussion would involve the issuance by March 15 of a number of shares of common stock, or securities convertible or exercisable into a number of shares of common stock, in excess of 20% of currently outstanding shares, which would normally require shareholder approval according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. NYSE policy. That policy, however, provides for an exception in situations where a delay resulting from securing shareholder approval would seriously jeopardize jeop·ard·ize tr.v. jeop·ard·ized, jeop·ard·iz·ing, jeop·ard·izes To expose to loss or injury; imperil. See Synonyms at endanger. the financial viability of the company. With insufficient time to obtain shareholder approval by March 15, Milacron's audit committee, having determined the delay would seriously jeopardize the company's financial viability, has approved use of the exception. The NYSE has accepted the company's reliance on the exception. Milacron is mailing a letter to all shareholders notifying them of its intention to possibly issue the shares without seeking their approval. Ten days after the notice is mailed, if a transaction has been agreed to, the company may proceed to issue up to 15,122,063 shares of common stock and/or securities that are convertible or exercisable into such number of shares of common stock, consisting of 4,729,151 treasury shares and 10,392,912 previously authorized but unissued shares. The potential transactions currently being discussed would likely require the eventual issuance of further additional shares. If Milacron issues additional shares (or securities convertible or exercisable for additional shares), beyond the initial 15,122,063 shares, Milacron would seek shareholder approval secured in due course to increase the number of shares of common stock authorized for issuance under the company's certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. and for the issuance of such securities. At this point in time, it is unclear how many additional shares of common stock (or securities convertible or exercisable for additional shares) would be issued in connection with any comprehensive refinancing plan pursuant to an agreement that would provide for the required funds by March 15. Milacron can make no assurances that it will reach an agreement or enter into a transaction to provide the necessary funds by March 15. The forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. above by their nature involve risks and uncertainties that could significantly impact operations, markets, products and expected results. For further information please refer to the Cautionary Statement included in the Company's most recent Form 10-Q Form 10-Q See 10-Q. on file with the Securities and Exchange Commission. First incorporated in 1884, Milacron is a leading global supplier of plastics-processing technologies and industrial fluids, with about 3,500 employees and major manufacturing facilities in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , Europe and Asia. For further information, visit www.milacron.com or call the toll-free investor line: 800-909-MILA (800-909-6452). |
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