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MI 2009 Inc. – ‘DEFR14A’ on 4/24/03

On:  Thursday, 4/24/03, at 5:30pm ET   ·   Effective:  4/24/03   ·   Accession #:  950152-3-4565   ·   File #:  1-08485

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/24/03  MI 2009 Inc.                      DEFR14A     4/24/03    1:729K                                   Bowne BCL/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Milacron, Inc.                                      HTML    512K 

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MILACRON INC.

Payment of Filing Fee (Check the appropriate box):

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      It is my pleasure to invite you to attend the 2003 annual meeting of shareholders of Milacron Inc., which has been rescheduled for Friday, May 23, 2003, at 9:00 A.M., E.D.T. at Reakirt Auditorium, Cincinnati Museum Center at Union Terminal, 1301 Western Avenue, Cincinnati, Ohio 45203. Enclosed is a notice of annual meeting of shareholders, proxy statement and proxy card for the 2003 annual meeting of shareholders.

      In addition to the previously announced agenda outlined in our proxy statement filed on March 25, 2003, our board of directors is also seeking shareholder approval to amend Milacron’s certificate of incorporation in order to eliminate the right of holders of common stock to ten votes per share depending on the length of time such shares have been held, also known as time-phased “supervoting” rights. Our board, with the exception of Charles F. C. Turner who abstained, recommends voting FOR the amendment to eliminate “supervoting” rights for holders of common stock.

      A majority of our board believes that restoring the principle of “one share, one vote” will ensure that all holders of Milacron common stock have a voice in the governance of the company that is proportionate to their economic stake. Additionally, the elimination of these “supervoting” rights for holders of common stock will conform Milacron’s voting structure to current best practices in corporate governance, remove the administrative burdens and added costs these rights create and reduce confusion over the distribution of voting power among our shareholders.

      Your vote at this year’s annual meeting is particularly important, given all the extraordinary measures we have taken to position Milacron to respond to the eventual economic recovery and to create long-term value for all our shareholders. Milacron remains firmly committed to building on the progress we made in 2002 to strengthen our competitive position as a premier supplier in plastics technologies while growing our successful industrial fluids business. Our highly skilled and dedicated employees are working hard to create more value for our customers around the globe while striving for operational excellence across every aspect of our business. I am also confident that our successful cost-cutting and restructuring programs will be significant factors in improving operating results as we move forward.

Sincerely yours,

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Please note that your board is soliciting votes for the annual meeting using blue proxy cards. Please do not use any white proxy card that Milacron previously sent to you. No white proxy cards (including white proxy cards returned prior to the date of this proxy statement) will be counted for purposes of the annual meeting.

Your vote is extremely important. Please sign, date and promptly mail your blue proxy card in the postage-paid envelope provided.

If your shares are registered in the name of a bank or broker, only your bank or broker can execute a proxy and vote your shares and, with respect to proposals 2 and 4, only after receiving your specific instructions. Please sign, date and promptly mail the blue proxy card in the envelope provided by your bank or broker. If you have been a continuous beneficial owner of your common stock since on or before April 1, 2000, please complete the certification on your proxy card prior to mailing the card. Remember, your shares cannot be voted with respect to proposals 2 and 4 unless you return an executed proxy card to your bank or broker. If you have any questions or need further assistance in voting, please contact the firm assisting us in the solicitation of proxies:

Call (877) 825-8631 (toll-free) or banks and brokers call (212) 750-5833 (collect).

The forward-looking statements in the letter to shareholders by their nature involve risks and uncertainties that could significantly impact the Company’s operations, markets, products and expected results. For further information, please refer to the Cautionary Statement included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, on file with the Securities and Exchange Commission.

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NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

       The Annual Meeting of the Shareholders of Milacron Inc., a Delaware corporation (the “Company”), will be held at Reakirt Auditorium, Cincinnati Museum Center at Union Terminal, 1301 Western Avenue, Cincinnati, Ohio 45203, on Friday, May 23, 2003, at 9:00 A.M., E.D.T., for the following purposes:

      The Company’s Board of Directors has fixed the close of business on April 21, 2003, as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting of Shareholders.

It is important that your shares be represented and voted whether or not you plan to attend the meeting. Please mark, sign and date the enclosed blue proxy card and return it promptly in the accompanying envelope in order that your shares may be voted at the Annual Meeting of Shareholders.

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MILACRON INC.

2090 Florence Avenue

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 23, 2003

      This proxy statement (the “Proxy Statement”) and the accompanying form of proxy card are being mailed to shareholders beginning on or about April 24, 2003, in connection with the solicitation by the Board of Directors (the “Board”) of Milacron Inc., a Delaware corporation (the “Company”), of proxies to be used at the rescheduled Annual Meeting of Shareholders to be held on May 23, 2003 (the “Annual Meeting”), and any adjournment or postponement thereof.

      The Board has fixed the close of business on April 21, 2003, as the record date (the “Record Date”) for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting. Shareholders of record of the Company’s Common Stock, par value $1.00 per share (“Common Stock”), and of its 4% Cumulative Preferred Stock, par value $100 per share (“Preferred Stock”), at the close of business on the Record Date, are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. On the Record Date, there were outstanding 60,000 shares of Preferred Stock and 33,771,759 shares of Common Stock.

INTRODUCTION

      At the Annual Meeting, shareholders will consider and vote upon, among other matters, the election of three directors to the Board, each for a three-year term, and the amendment and restatement (the “Amendment”) of the Company’s Restated Certificate of Incorporation (the “Certificate”) to eliminate the right of holders of Common Stock to ten votes per share upon satisfaction of certain ownership tenure requirements, also known as time-phased “supervoting” rights.

Potential Proxy Contest

      Prior to the 2002 annual meeting of shareholders (the “2002 Meeting”), members of the Geier family, descendants of one of the Company’s founders, approached the Board regarding the Geier family’s request for the nomination of a director supported by the Geier family for election at the 2002 Meeting. Following discussions between representatives of the Company and members of the Geier family, the Board agreed to nominate Charles F. C. Turner for election as a director at the 2002 Meeting. Mr. Turner was elected at the 2002 Meeting and currently serves as a director of the Company.

      In June 2002, members of the Geier family sent a letter to the Chairman of the Nominating and Corporate Governance Committee identifying an individual for consideration by that committee as a potential additional Geier family board member. Based upon the recommendation of the Nominating and Corporate Governance Committee, following a meeting by certain members of the Board with the individual identified in the Geier family’s letter, the Nominating and Corporate Governance Committee determined to recommend that the Board not take action to appoint this individual to the Board. Mr. Turner, who is a member of the Nominating and Corporate Governance Committee, voted against that decision.

      In January 2003, members of the Geier family sent a letter to the Company to request that the Board either expand the Board and appoint a director suggested by such family members prior to the

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      On March 24, 2003, Albert C. Turner, Mary Alice Geier Turner, Christine P. Geier and Charles F. C. Turner, all of whom were present at the meeting on March 14, 2003, filed a Preliminary Proxy Statement on Schedule 14A (the “March 24 Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) as the “Geier Family Shareholder Group” in support of the election of Jerome L. Fedders at the Annual Meeting and opposing the re-election of James E. Perrella, one of the Board’s nominees. Albert C. Turner and Mary Alice Geier Turner are Charles F. C. Turner’s parents, and Christine P. Geier is Charles F. C. Turner’s aunt.

      Following the filing of the March 24 Proxy Statement by the Geier Family Shareholder Group, representatives of the Company discussed with representatives of the Geier Family Shareholder Group the issues raised in the March 24 Proxy Statement. During these discussions, representatives of the Company indicated that they believed that the Board would not support the nomination of Mr. Fedders for election as a director but that the Board would be willing to consider the addition of a highly qualified, independent director to the Board and to allow a representative of the Geier Family Shareholder Group to have input into the selection of such a director. Representatives of the Geier Family Shareholder Group requested that the Company postpone the annual meeting in order to allow for the continuation of discussions toward a mutually agreeable resolution.

      On April 3, 2003, the Board unanimously (including Charles F. C. Turner) voted to approve, upon the request of the Geier Family Shareholder Group, the postponement of the Annual Meeting and the entering into of an agreement between the Company and the Geier Family Shareholder Group with respect to such postponement. This agreement provided that in consideration of the Company’s agreement to postpone its annual meeting, the Geier Family Shareholder Group agreed that, during the pendency of discussions with the Company, the Geier Family Shareholder Group would not take any public action in furtherance of its March 24 Proxy Statement. The Company and the Geier Family Shareholder Group also agreed that, in the event that an agreement was not reached, the parties would effectively withdraw their previous proxy filings and the Company would submit a new filing in connection with the Annual Meeting. The Geier Family Shareholder Group also agreed to file a new proxy statement if it elects to pursue a proxy contest. On April 4, 2003, the Company issued a press release announcing the postponement of the Annual Meeting at the request of the Geier Family Shareholder Group.

      At the request of representatives of the Geier Family Shareholder Group, the resumption of discussions regarding the Company’s proposal for the selection and addition of a highly qualified independent director was deferred until April 7, 2003. On April 7, 2003, the Company resumed discussions with representatives of the Geier Family Shareholder Group, which discussions concluded with alternative proposals advanced by each of the Company and the Geier Family Shareholder Group. On April 8, 2003, the Geier Family Shareholder Group submitted its final proposal rejecting the

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Why you should vote for the Board’s Nominees for Director

      The Board believes that each of its nominees brings the level of experience, integrity, leadership and perspective that are the hallmarks of the members of the Board.

      Darryl F. Allen brings extensive industry experience to the Board and is a former Chairman, President and Chief Executive Officer of Aeroquip-Vickers, Inc., a worldwide manufacturer and distributor of engineered components and systems for the industrial, automotive, aerospace and defense markets. Mr. Allen is currently a member of the Board’s Audit Committee and Finance Committee and also serves on the board of directors of Fifth Third Bancorp.

      Ronald D. Brown has served as Chairman of the Board and Chief Executive Officer of the Company since 2001. Mr. Brown has developed significant knowledge of the Company and the industries it serves in his two decades with the Company. Mr. Brown joined the Company in 1980 and has served in various management roles including President and Chief Operating Officer, as well as Chief Financial Officer. Mr. Brown also serves on the board of A.O. Smith Corporation.

      James E. Perrella brings extensive management experience in the global manufacturing sector to the Board. As a former Chairman, President and Chief Executive Officer of Ingersoll-Rand Company, a global manufacturer of machinery and equipment for automotive, construction, energy and other industries, he brings substantial knowledge and practical experience to the Board. Mr. Perrella has been a director on several boards of publicly traded companies, such as Becton, Dickinson and Company, Arvin Meritor, Inc. and Bombardier, Inc.

      Each of the Board’s nominees is committed to acting in the best interest of all shareholders of the Company and to preserving and creating shareholder value. The Board continues to work with the Company’s management to develop and implement the Company’s long-term business plan to strengthen its position as a premier supplier in plastics technologies. The Board and the management of the Company believe that the implementation of the Company’s cost-cutting and restructuring programs will be significant factors in improving the Company’s operating results.

      For these reasons, the Board recommends that you vote FOR the Board’s nominees.

Why you should vote for the Amendment

      On April 11, 2003, the Board approved the Amendment, declared the Amendment advisable and voted to recommend that the shareholders adopt the Amendment at the Annual Meeting. All members of the Board, other than Joseph A. Steger, were present at the April 11 special meeting of the Board, and all members present at such meeting voted in favor of the Amendment, other than Charles F. C. Turner, a member of the Geier Family Shareholder Group, who abstained from the vote on the Amendment. At its regularly scheduled April 23, 2003 meeting, the Board re-affirmed its approval of the Amendment, its declaration that the Amendment is advisable and its recommendation that shareholders adopt the Amendment at the Annual Meeting. All members of the Board, other than Harry C. Stonecipher, were present at the April 23 regular meeting of the Board, and all members present at

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The Amendment aligns voting power with economic ownership.

      A majority of the Board believes that the elimination of “supervoting” rights for long-term holders of Common Stock would benefit shareholders collectively by giving all holders of Common Stock a proportionate voice in the election of directors and other matters submitted to a vote of the shareholders based on their economic stake in the Company. A majority of the Board believes that restoring the principle of “one share, one vote” to holders of Common Stock, through adoption of the Amendment, would make shareholder voting decisions more representative of the wishes of all holders of Common Stock, rather than giving disproportionate influence to long-term holders of Common Stock.

The Amendment reflects current best practices in corporate governance.

      A majority of the Board believes that the elimination of “supervoting” rights for long-term holders of Common Stock reflects current best practices in corporate governance. For example, the existence of a disproportionate voting structure reduces a company’s Institutional Shareholder Services Inc. (“ISS”) Corporate Governance Quotient™ (“CGQ”). According to ISS, its CGQ is a rating system based on 61 corporate governance variables that is “designed to assist institutional investors in evaluating the quality of corporate boards and the impact [their] governance practices may have on performance”. A disproportionate voting structure, like the Company’s, is considered a negative corporate governance attribute by ISS, and the elimination of this structure would enhance the Company’s CGQ. A higher CGQ indicates better corporate governance in ISS’s view. A majority of the Board also notes that a number of companies that had disproportionate voting structures have eliminated those structures in recent years and at least one other company that, like the Company, provides “supervoting” rights to long-term holders has proposed that shareholders vote to eliminate those “supervoting” rights at its 2003 annual meeting. A majority of the Board believes that its proposal of the Amendment is consistent with the Board’s efforts to adopt good corporate governance practices.

The Amendment eliminates administrative burdens on the Company.

      The administration of “supervoting” rights for long-term holders of Common Stock imposes cost and administrative burdens on the Company. Elimination of “supervoting” rights for long-term holders of Common Stock would allow the Company to eliminate costs and administrative burdens unrelated to the conduct of its business. The Company estimates that the elimination of “supervoting” rights for long-term holders of Common Stock would result in savings to the Company of approximately $17,500 per year and would eliminate approximately 50 hours per year of time devoted by employees of the Company to the administration of these rights.

The Amendment reduces confusion over the distribution of voting power.

      A majority of the Board believes that the elimination of “supervoting” rights for long-term holders of Common Stock will reduce confusion over the distribution of voting power among the shareholders of the Company, particularly among shareholders holding through banks or brokers.

      For these reasons, the Board (with Mr. Turner abstaining) recommends that you support the elimination of “supervoting” rights by voting FOR the Amendment.

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VOTING PROCEDURES

      All shares of Common Stock and Preferred Stock represented at the Annual Meeting by a proxy that has not been revoked will be voted at the Annual Meeting. A shareholder who has given a proxy may revoke it at any time before it is voted (i) by voting in person at the meeting, (ii) by giving a written notice of revocation to the Secretary of the Company at 2090 Florence Avenue, Cincinnati, Ohio 45206 or (iii) by giving a later dated proxy.

      If a choice has been specified by a shareholder with respect to any matter to be voted on at the Annual Meeting, the shares represented by such proxy will be voted or withheld from voting accordingly. If no choice is so specified on any blue proxy card, the shares will be voted FOR the election of the Board’s nominees, FOR adoption of the Amendment, FOR ratification of the appointment of Ernst & Young LLP as independent auditors of the Company for the fiscal year 2003 and AGAINST the shareholder proposal.

      It is important that your shares be represented and voted whether or not you plan to attend the meeting. Please mark, sign and date the enclosed blue proxy card and return it promptly in the accompanying envelope to ensure that your shares are voted at the Annual Meeting.

      Each share of Preferred Stock is entitled to 24 votes. The Certificate, subject to certain exceptions, provides that each share of Common Stock entitles the holder thereof on the Record Date to ten votes on each matter to be considered at the Annual Meeting, except that no holder shall be entitled to exercise more than one vote on any such matter in respect of any share of Common Stock if there has been a change of beneficial ownership with respect to such share after April 1, 2000. The actual voting power of each holder of Common Stock will be based on information possessed by the Company at the time of the Annual Meeting.

      For purposes of exercising the pass through voting rights for participants in the Company’s employee benefit plans and related IRA rollover accounts, each participant having shares of Common Stock credited to his or her account will receive a voting direction card to be returned to the Trustee of the benefit plan with his or her voting instructions. The Trustee will vote plan shares that are not signed and returned (or otherwise voted) in the same proportion as shares are voted with respect to each plan.

      Shares of Common Stock held of record in the names of banks, brokers, nominees and certain other entities are covered by blue proxy cards entitled “Beneficial Owner Card”. A shareholder who has been a continuous beneficial owner since a date that is no later than April 1, 2000, is entitled to ten votes for each share of Common Stock held since such date and held on the Record Date, PROVIDED that the certification form on the proxy card is completed. If this certification is not completed, a change of beneficial ownership will, for purposes of this Annual Meeting, be deemed to have occurred after April 1, 2000, with respect to all the shares of Common Stock covered thereby, so that the holder will be entitled to only one vote per share for all such shares.

      The presence, in person or by proxy, at the Annual Meeting of holders of shares of Common Stock and Preferred Stock entitled to exercise a majority of the total voting power of the Company’s outstanding stock shall constitute a quorum for all matters other than the Amendment. For purposes of voting on the Amendment, the presence, in person or by proxy, at the Annual Meeting of (a) the holders of shares of Common Stock and Preferred Stock entitled to exercise a majority of the total voting power of the Company’s outstanding stock, and (b) the holders of shares of Common Stock entitled to exercise a majority of the total voting power of the outstanding shares of Common Stock, shall constitute a quorum.

      Please note that the Board is soliciting votes for the Annual Meeting using blue proxy cards. Please do not use any white proxy card that the Company previously sent to you. No white proxy cards (including white proxy cards returned prior to the date of this proxy statement) will be counted for purposes of the Annual Meeting.

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ELECTRONIC ACCESS TO PROXY MATERIALS AND ANNUAL REPORT

      The Notice of the Annual Meeting of Shareholders and this Proxy Statement and the Company’s 2002 Annual Report can be accessed via the Company’s Internet site at www.milacron.com. Shareholders of record and plan participants who would like to view future proxy statements and annual reports over the Internet instead of receiving copies in the mail should indicate the same by checking the appropriate box on the enclosed proxy card. Those holding shares through a bank, broker, nominee, or other holder may also have the opportunity to receive future proxy statements and annual reports electronically and should read the information provided by that entity for instructions.

PROXY SOLICITATION

      Under applicable SEC regulations each member of the Board, certain officers and employees of the Company and certain other persons may be deemed to be “participants” in the Company’s solicitation of proxies in connection with the Annual Meeting. For information with respect to such participants, please refer to (i) the information set forth under the heading “Directors and Director Nominees”, (ii) the information set forth under the heading “Share Ownership of Directors and Executive Officers” and (iii) the information set forth in Schedule I to this Proxy Statement.

      Proxies may be solicited by mail, advertisement, telephone, via the Internet, in person, through public statements and press releases. Solicitations may be made by directors, officers, investor relations personnel and other employees of the Company, none of whom will receive additional compensation for such solicitations. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries to forward proxy solicitation material to certain beneficial owners of Common Stock and Preferred Stock, and the Company will reimburse such brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith. Costs related to the solicitations of proxies will be borne by the Company and include expenditures for printing, postage, legal, accounting, financial advisory, public relations, soliciting, advertising and related expenses. In addition, the Company has retained Innisfree M&A Incorporated (“Innisfree”) to provide solicitation and advisory services in connection with the solicitation of proxies for the Annual Meeting. Innisfree will receive a fee estimated at $50,000, plus reasonable out-of-pocket expenses. The agreement between the Company and Innisfree provides for customary indemnification by the Company of Innisfree and its directors, officers, employees and affiliates against certain liabilities and expenses related to its role in the solicitation.

      The Company has retained J.P. Morgan Securities Inc. (“JPMorgan”) to render financial advisory services to the Company and, if requested by the Company, assistance in connection with the solicitation of proxies from certain institutional investors, in each case in connection with the Amendment as well as any potential proxy contest by the Geier Family Shareholder Group. The Company has agreed to pay JPMorgan an engagement fee of $100,000 and an additional fee of $250,000, payable if the Company’s shareholders adopt the Amendment at the Annual Meeting. In addition, the letter agreement between the Company and JPMorgan provides for reimbursement of JPMorgan’s reasonable documented expenses and for customary indemnification by the Company of JPMorgan and its directors, officers, employees and affiliates against certain liabilities and expenses related to its role as financial advisor.

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ELECTION OF DIRECTORS

      At the Annual Meeting, shareholders will consider and vote upon the election of three directors, each for a three-year term, to the Board. Holders of shares of Preferred Stock and holders of shares of Common Stock vote together as a single class for the election of directors. The three nominees receiving the greatest number of votes will be elected to the Board. Votes withheld from the election of directors, as well as proxies as to which authority to vote is withheld by brokers (“broker non-votes”), will be counted toward the establishment of quorum, but will not be counted in the election of directors.

      Under the Company’s By-Laws, the Board is to consist of a number fixed by the Board, and is not to be less than nine nor more than fifteen members. Currently, the number of Board members is set at ten, divided among three classes. On April 11, 2003, the Board adopted a resolution reducing the number of directors from ten to nine, effective upon commencement of the Annual Meeting, since Harry C. Stonecipher has determined not to stand for re-election at the Annual Meeting and his term will expire at the time of the Annual Meeting.

      The persons named as proxies on the enclosed blue proxy card (the “Proxy Committee”) intend to vote (unless authority to do so is withheld) for the re-election for a three-year term of directors Darryl F. Allen, Ronald D. Brown, and James E. Perrella. The three nominees have consented to being named as such and to serve if elected.

      In the unexpected event that, prior to the election, any one or more of the nominees shall be unable to serve, the Proxy Committee will vote for the election of such substitute nominees and in no event may proxies be voted for more than three directors.

      FOR THE REASONS SET FORTH ABOVE UNDER THE HEADING “INTRODUCTION — WHY YOU SHOULD VOTE FOR THE BOARD’S NOMINEES FOR DIRECTOR”, THE BOARD RECOMMENDS THAT YOU VOTE FOR THE BOARD’S NOMINEES.

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DIRECTORS AND DIRECTOR NOMINEES

      The following information is furnished with respect to each nominee for election as a director and for each other person whose term of office as a director will continue after the Annual Meeting, other than Mr. Stonecipher, whose term on the Board expires at the time of the Annual Meeting:

		DARRYL F. ALLEN Director since 1993 Age 59		Member: Audit Committee                 Finance Committee Term expires 2003, nominee for three-year term
		Mr. Allen is the retired Chairman, President and Chief Executive Officer of Aeroquip-Vickers, Inc., Maumee, Ohio, a world-wide manufacturer and distributor of engineered components and systems for markets which include industrial, automotive, aerospace and defense. Director of Fifth Third Bancorp.
		RONALD D. BROWN Director since 1999 Age 49		Member: Executive Committee Term expires 2003, nominee for three-year term
		Mr. Brown is Chairman of the Board and Chief Executive Officer of the Company and has served in that capacity since June 1, 2001. Prior thereto, he was President and Chief Operating Officer from September 20, 1999, Vice President-Finance and Administration and Chief Financial Officer from 1997 and Vice President-Finance and Chief Financial Officer from 1993. Director of A.O. Smith Corporation.
		DAVID L. BURNER Director since 1998 Age 63		Member: Audit Committee                 Finance Committee Term expires 2005
		Mr. Burner is the Chairman and Chief Executive Officer of Goodrich Corporation, Charlotte, North Carolina, a provider of aircraft systems and services, and has served in that capacity since July, 1997. He was Chief Executive Officer from December, 1996, to July, 1997, and President from December, 1995, to January, 1997. Prior to 1997 he was an Executive Vice President of The BFGoodrich Company and the President & Chief Operating Officer of BFGoodrich Aerospace. Director of Progress Energy, Inc., Briggs & Stratton Corporation, Lance, Inc., and Goodrich Corporation.

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		BARBARA HACKMAN FRANKLIN Director since 1996 Age 62		Member: Audit Committee                 Finance Committee Term expires 2005
		Ms. Franklin is President and Chief Executive Officer of Barbara Franklin Enterprises, Washington, D.C., an international consulting and investment firm, and has served in that capacity since January, 1995. Prior thereto, she was an independent director, consultant and lecturer (1993-1995), and in 1992 she served as the 29th U.S. Secretary of Commerce. Director of Aetna, Inc., The DOW Chemical Company, MedImmune, Inc., and GenVec, Inc.
		HARRY A. HAMMERLY Director since 1992 Age 69		Member: Audit Committee                 Finance Committee Term expires 2004
		Mr. Hammerly had served for more than five years, until his retirement in 1995, as Executive Vice President of 3M Company, St. Paul, Minnesota, a world-wide manufacturer serving industrial, commercial, health care and consumer markets. Director of Apogee Enterprises, Inc., and BMC Industries, Inc.
		JAMES E. PERRELLA Director since 1993 Age 67		Member: Personnel and Compensation                 Committee                 Nominating and Corporate                 Governance Committee Term expires 2003 nominee for three-year term
		Mr. Perrella is the retired Chairman of Ingersoll-Rand Company, Woodcliff Lake, New Jersey, a world-wide manufacturer of machinery and equipment for automotive, construction, energy and general industries. From 1993 to 1999, he was also President and Chief Executive Officer of Ingersoll-Rand Company. Director of Becton, Dickinson and Company, Arvin Meritor, Inc., and Bombardier, Inc.
		JOSEPH A. PICHLER Director since 1996 Age 63		Member: Executive Committee                 Personnel and Compensation                 Committee                 Nominating and Corporate                 Governance Committee Term expires 2005
		Mr. Pichler is, and has been for more than the past five years, Chairman of the Board and Chief Executive Officer of The Kroger Co., Cincinnati, Ohio, a food retailer and manufacturer. Director of Federated Department Stores, Inc. and The Kroger Co.

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		Dr. JOSEPH A. STEGER Director since 1985 Age 66		Member: Executive Committee                 Personnel and Compensation                 Committee                 Nominating and Corporate                 Governance Committee Term expires 2004
		Dr. Steger is, and has been for more than the past five years, President, University of Cincinnati. Director of Provident Financial Group, Inc.
		HARRY C. STONECIPHER Director since 1991 Age 66		Member: Personnel and Compensation                 Committee                 Nominating and Corporate                 Governance Committee Term expires 2003
		Mr. Stonecipher is the retired Vice Chairman of The Boeing Company, Chicago, Illinois, a producer of military and commercial jet aircraft and helicopters as well as missiles, space launch vehicles, and electronic systems, and served in that capacity from May, 2001 to June 2002. Prior thereto, he was President and Chief Operating Officer of The Boeing Company from August, 1997. Prior thereto, he was President and Chief Executive Officer of McDonnell Douglas Corporation. Director of The Boeing Company and PACCAR.
		CHARLES F. C. TURNER Director since 2002 Age 42		Member: Nominating and Corporate                 Governance Committee                 Finance Committee Term expires 2005
		Mr. Turner had served for more than five years, until his election to the Board in 2002, in various capacities at the Company, his last position being Group Director of Information Technology for the Company’s Plastics Technologies Group. Mr. Turner is a great grandson of the late Fred A. Geier, one of the founders of the Company, and a nephew of the late James A. D. Geier, a former director and chief executive officer of the Company.

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BOARD OF DIRECTORS AND BOARD COMMITTEES

Corporate Governance Practices

      The Board, its committees and the Company’s management strive to perform and fulfill their respective duties and obligations in a responsible and ethical manner. The following governance practices provide the framework in which to so act:

Board Meetings and Committees

      The Board held nine meetings in 2002. Average attendance by directors at the aggregate of the total number of Board and committee meetings was 92%. No director attended fewer than 85% of the aggregate of the total number of meetings of the Board and all committees on which he or she served.

      The Board has established five committees with specific responsibilities. The Executive Committee is composed of three members, two non-employee directors, and one employee director. The Committee meets only on call and may exercise, in the intervals between meetings of the Board, powers of the Board in the management of the business and affairs of the Company. The Committee held no meetings in fiscal year 2002.

      The Audit Committee is composed of four non-employee directors. Each member of the Audit Committee is independent as defined under the applicable regulatory requirements of the SEC and the NYSE. The Audit Committee assists the Board in fulfilling its fiduciary responsibilities as to accounting policies and reporting practices of the Company and the sufficiency of auditing relative thereto. The Committee is the Board’s principal agent for evaluating the quality of internal audit, the independence

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      The Personnel and Compensation Committee is composed of four non-employee directors. Each member of the Committee is independent as defined under the applicable regulatory requirements of the SEC and the NYSE. The Committee reviews and approves the compensation of all corporate officers, including the Chairman and CEO, and reviews and recommends management incentive programs. The Committee annually reviews and approves a management succession plan to assure orderly transition. The Committee has sole authority regarding retention, fees, and termination of any outside consulting firm assisting in the evaluation of director, CEO, or senior executive compensation. The Committee held four meetings in 2002.

      The Nominating and Corporate Governance Committee is composed of five non-employee directors. The Committee (i) assists the Board by identifying individuals qualified to become Board members and recommends such individuals to the Board for nomination for election to the Board, (ii) develops, recommends and annually reviews corporate governance guidelines for the Company, (iii) assists the Board in its annual review of Board performance, and (iv) recommends to the Board director nominees for each committee of the Board. The Committee will consider any recommendation by shareholders of possible director nominees submitted in writing to the Committee in care of the Secretary of the Company no later than the close of business on the 10th day following the day on which notice of the date of the Annual Meeting of Shareholders was mailed. Biographical data and the proposed nominee’s written consent to be named as a nominee must be included. The Committee held five meetings in 2002.

      The Finance Committee, established in 2002, is composed of five non-employee directors. The Finance Committee reviews management recommendations relating to the capital structure, acquisitions and divestitures, allocation of assets, risk management, and oversees management’s fiduciary responsibility for the Company’s defined benefit and defined contribution plans. The Committee’s initial meeting was held in February, 2003.

Compensation and Benefits

      The Company compensates non-employee directors by payment of an annual retainer of $35,000. All or a portion of this retainer may be deferred into a Company stock and/or cash account under the terms of the Company’s Plan for the Deferral of Directors’ Compensation, subject to the requirement that a minimum of $10,000 annually be payable in Company stock and credited to a deferred stock account under the plan. The Company also compensates non-employee directors by payment of a fee of $1,500 for each Board and committee meeting attended. Chairpersons of the Audit Committee, Finance Committee, Nominating and Corporate Governance Committee, and Personnel and Compensation Committee also receive an annual retainer of $2,000. In addition, the directors may elect to be covered by $100,000 of group term life insurance.

      Awards of restricted shares and stock options to directors are provided for in the 1997 Long-Term Incentive Plan. Ms. Franklin and Messrs. Allen, Burner, Hammerly, Perrella, Pichler, Steger, and Stonecipher each received a stock option grant of 2,000 shares under the plan in January, 2002. Mr. Turner received a grant of 2,000 shares of restricted stock under the plan in April, 2002.

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      The Retirement Plan for Non-Employee Directors was closed on February 6, 1998, with respect to all non-employee directors beginning their first term on the Board after said date. The non-employee directors who were not beginning their first term after February 6, 1998, were given the election to continue to participate in the Retirement Plan for Non-Employee Directors or receive the current value of their projected benefit in a lump sum credited to a deferred stock account under the Company’s Plan for the Deferral of Directors’ Compensation. The Retirement Plan for Non-Employee Directors has a six- year vesting requirement with monthly benefits paid for life. For non-employee directors with ten or more years of vested service, the benefit under the Retirement Plan for Non-Employee Directors is equal to one hundred percent of the director’s base retainer as of the last day of service. A reduced benefit is payable to non-employee directors with less than ten years of vested service.

Shareholder Meetings: Conducting Business And Notice

      At any meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board or by any shareholder who is entitled to vote with respect thereto and who has given timely notice thereof in writing to the Secretary of the Company not later than the close of business on the 10th day following the day on which notice of the date of the meeting was first mailed. Notice requirements for shareholder proposals at the 2004 Annual Meeting are provided for on page 35 of this Proxy Statement.

PRINCIPAL HOLDERS OF VOTING SECURITIES

      The following table sets forth information, unless otherwise indicated, as of April 21, 2003, concerning the beneficial owners of more than five percent of the Company’s outstanding shares of Common Stock and Preferred Stock. Unless otherwise noted, the individuals or entities named in the table have sole voting and investment power.

Common Stock

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Preferred Stock

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SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

      The following table sets forth the beneficial ownership of Common Stock and Preferred Stock as of April 21, 2003, for each of the directors and for each of the executive officers named in the Summary Compensation Table. No director or named executive officer owns more than one percent of the class shown, except as set forth in the footnotes below.

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Certain Relationships and Related Transactions

      During the year 2002 and through March 31, 2003, the Company had outstanding loans in excess of $60,000.00 to one executive officer under the Company’s Employee Stock Loan Program for the purposes of exercising stock options and purchasing stock, and for paying related withholding taxes due as a result of such actions or the lapse of restrictions on restricted stock, all under the Company’s Long-Term Incentive Plans. Mr. Brown had loans with interest rates ranging from 5.17% to 7.38%, with the largest aggregate amount of indebtedness outstanding at any time during such period being $186,448.17, and the principal balance of all such loans outstanding at the end of the period being $161,221.31. In 2002 the Company discontinued the Employee Stock Loan Program, allowing for the repayment of existing loans in accordance with their respective terms. Pursuant to the Employee Stock Loan Program, the loans are to be repaid on terms of regular payments of not more than 10 years unless the related stock is divested by the employee prior to such time, in which case all amounts owing become payable. The interest rate for each loan was the Applicable Federal Rate in effect under Section 1274(d) of the Internal Revenue Code of 1986, as amended, as of the day on which the loan was made.

Retirement Benefits

      The calculation of estimated annual retirement benefits under the Company’s regular retirement plan (the “Retirement Plan”) is based upon years of service and average earnings for the five consecutive years of highest compensation during such service. Earnings include all cash compensation, including amounts received or accrued under the Short-Term Management Incentive Program, but exclude benefits or payments received under long-term incentive plans or any other employee benefit plan. The Retirement Plan is non-contributory and limits the individual annual benefit to the maximum level permitted under existing law. The credited years of service under the Retirement Plan for the executive officers named in the Summary Compensation Table set forth below are: 36 for Mr. Faig, 22 for Mr. Brown, 23 for Mr. Lienesch, 15 for Mr. O’Donnell, and 2 for Mr. Christie. Mr. Christie became a participant in the Retirement Plan effective January 1, 2001. Prior to this, he was a participant in the Milacron Retirement Savings Plan (a defined contribution plan). Directors who are not officers or employees of the Company are not eligible to participate in the Retirement Plan.

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      The table below shows examples of pension benefits which are computed on a straight life annuity basis before deduction of the offset provided by the Retirement Plan, which depends on length of service and is up to one-half of the primary Social Security benefit:

In an effort to attract and retain experienced executives, the Board approved a program wherein certain officers are guaranteed annual pensions of not less than 52.5% and not more than 60% of their highest average pay in a consecutive three-year period. Such pensions include the amount payable under the Retirement Plan and are not subject to the maximum limitation imposed on qualified plans such as the Retirement Plan.

Executive Severance Agreements

      The Company has entered into Executive Severance Agreements (the “Severance Agreements”) with Messrs. Brown, Faig, Lienesch, and O’Donnell as well as certain other executive officers (the “Executives”). The Severance Agreements continue through December 31, 2003, and provide that they are to be automatically extended in one year increments (unless notice by the Company is otherwise given) and, in any event, shall continue in effect for a period of two years beyond the term if a Change in Control (as defined below) of the Company occurs.

      Generally, a “Change in Control” of the Company will be deemed to have occurred if: (i) anyone acquires 20% or more of the outstanding voting stock of the Company; (ii) the persons serving as directors of the Company as of October 29, 1998, and replacements or additions subsequently approved by a majority of the Board, cease to make up a majority of the Board; (iii) a merger, consolidation, or reorganization occurs after which the shareholders of the Company own less than 66 2/3% of the surviving corporation; (iv) the Company disposes of all or substantially all of its assets; or (v) the shareholders of the Company approve a plan of liquidation or dissolution of the Company.

      The Severance Agreements provide that the Executives are entitled to certain benefits following a Change in Control of the Company, including: (i) the vesting of all equity-based awards, and (ii) cash payments equal to the value of each Executive’s equity options, maximum incentive award, earned but unpaid annual bonus, and outstanding long-term incentive awards. In the event of a qualifying termination of an Executive following a Change in Control, an Executive is entitled to additional benefits, including: (i) a portion of the Executive’s maximum incentive award then in effect; (ii) a cash payment of three or two times (depending upon whether or not a Tier I or Tier II Severance Agreement applies) the sum of the Executive’s base salary and highest bonus award; (iii) special supplemental retirement benefits determined as if the Executive had three or two years additional credited service under the Company’s retirement plans; and (iv) continuation of all life, disability and accident insurance, and medical plan coverage for a period of three or two years. Further, if any of these payments would be subjected to the excise tax imposed on excess parachute payments by the Internal Revenue Code, the Company will “gross-up” the Executive’s compensation for all such excise taxes.

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      In connection with the sale of the Valenite, Widia and Werko businesses, the Company entered into an early retirement and separation agreement with Mr. Christie. The terms of this agreement included a 2003 payment in the amount of $350,000 in connection with the successful completion of the sales and resolution of post-closing adjustments, outplacement services and the continuation of his monthly salary of $29,166.67 for one year from the date of his early retirement on December 31, 2002.

PERSONNEL AND COMPENSATION COMMITTEE

To Our Shareholders

      The Personnel and Compensation Committee of the Board of Directors (the “Committee”) annually reviews and recommends to the full Board compensation levels for the officers of the Company. The Committee consists entirely of independent, non-employee directors.

      The Committee’s primary objective in establishing compensation opportunities for the Company’s officers is to support the Company’s goal of maximizing the value of shareholders’ interest in the Company over a period of time. To achieve this objective, the Committee believes it is critical to hire, develop, reward, and retain the most competent executives, and to establish total compensation opportunities for executives based upon competitive market conditions and the overall strategy of the Company.

      The Committee reviews the compensation for all corporate officers, including the individuals whose compensation is detailed in this Proxy Statement. This review is designed to ensure consistency throughout the compensation process. The Committee makes all decisions pertaining to the determination of the Company’s executive compensation plans that promote the above objective. The Committee believes that the Company’s current compensation programs support the Company’s business mission and contribute to the Company’s financial success. The Committee considers total compensation when establishing each component of pay.

      The Omnibus Budget Reconciliation Act of 1993 added Section 162(m) to the Internal Revenue Code of 1986, as amended. Section 162(m) generally denies a publicly held corporation, such as the Company, a federal income tax deduction for compensation in excess of $1 million per year paid or accrued for each of its chief executive officer and four other most highly compensated executive officers. Certain “performance based” compensation is not subject to the limitation of deductibility provided that certain stockholder approval and independent director requirements are met. The Committee takes into account Section 162(m) of the Internal Revenue Code while reviewing its policies with respect to the qualifying compensation paid to its executive officers.

Base Salary

      The Committee annually reviews each officer’s base salary. The factors which influence Committee determinations regarding base salary include job performance, level of responsibilities, breadth of knowledge, prior experience, comparable levels of pay among executives at national market competitors, and internal pay equity considerations. Base pay data is compared with survey information compiled by independent compensation consulting firms. In 2002 the Committee retained Towers Perrin to conduct an independent compensation review to assist the Committee in establishing total compensation, including base pay and short and long-term compensation, for the company officers, including the CEO, and other key executives. Increases in salary levels are driven by individual performance. Base salaries are targeted at the market median, after adjusting for company size. Based on this independent review, the Committee determined that the current base salaries of the Company’s officers are within acceptable competitive ranges.

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      Due to depressed economic and business conditions, the officers, including the CEO, elected to reduce their base salary by 8% throughout most of 2001 and 2002.

Annual Incentive Compensation

      The Company’s officers, including the CEO, are eligible for an annual cash bonus under its 2002 Short-Term Incentive Plan. The corporate and business unit performance measures for bonus payments are based on earning a return on capital in excess of the cost of capital (“EVA”) and meeting or exceeding predetermined Critical Success Factors, and thereby enhancing shareholder value at the corporate and/or business unit levels. The Critical Success Factor for 2002 was a reduction of average working capital as a percentage of sales. The Committee establishes the target performance goals and relative weighting for both the EVA and the Critical Success Factor measurement.

      The 2002 Short-Term Incentive Plan provides a balance between the short-term financial goals and long-term objectives of the Company. A partial corporate Short-Term Incentive Plan bonus was paid in 2003 for the achievement related to the Critical Success Factor goal in 2002 and each of the officers named in the Summary Compensation Table received partial bonuses. Annual incentive compensation is targeted to the market median, after adjusting for company size.

Long-Term Incentive Compensation

      The 1997 Long-Term Incentive Plan was approved by shareholders in 1997 and gives the Committee the authority and discretion to award stock options, restricted stock and performance share awards (collectively referred to as “Awards”) to the Company’s key employees. Awards are granted during the life of the Plan and are designed to align the interests of executives with those of the shareholders. Under the 1997 Long-Term Incentive Plan, Awards were granted to the Company’s key employees, including its officers. Stock options have an exercise price equal to the market price of the Common Stock on the date of the grant, and vest over a four-year period commencing on the first anniversary of the date of the grant. Stock Options granted on or after February 19, 2002, have a life span of five years from the grant date and those granted prior thereto have a life span of 10 years from the date of the grant. Restricted stock may not be sold or transferred for a period of three years and, as a general rule, the restricted stock is forfeited if the recipient does not remain in the employ of the Company during the entire three-year term. Performance share grants are awarded in the form of restricted shares which may be forfeited or increased, with any increase paid in cash, depending on the growth of basic earnings per share of Common Stock during the three-year measurement period. Performance share grants awarded in 2000 for the 2000-2002 Performance Period were forfeited when the basic earnings per share growth target of 10% was not attained. Performance share grants awarded in 2001 for the 2001-2003 Performance Period will be forfeited unless a growth in basic earnings per share of at least 10%, compounded annually, is achieved, and will be increased by 50% or 100% if growth of basic earnings per common share of at least 12% or 15%, respectively, compounded annually, is achieved. Performance Share grants awarded in 2002 for the 2002-2004 Performance Period will be forfeited unless a basic earnings per share target of at least $1.00 per share is achieved, and will be increased by 50% or 100% if basic earnings per share of $1.35 or $1.75, respectively, is achieved. This approach to long-term incentives was designed to focus executives on the creation of shareholder value over the long term since the full breadth of the compensation package cannot be realized unless basic earnings per common share and the price of Common Stock increase over a number of years.

CEO Compensation

      The compensation of the CEO reflects the same elements as those used in determining the compensation of other corporate officers. The Committee also considers the leadership and

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      The CEO’s base salary of $600,000 was established upon Mr. Brown’s promotion to Chairman and CEO in June of 2001. Due to depressed economic and business conditions, the CEO elected to reduce his base salary by 8% throughout most of 2001 and 2002.

      In accordance with the terms of the 2002 Short-Term Incentive Plan, a partial bonus of $196,230 was paid in 2003 for the successful reduction in average working capital as a percentage of sales from 37.9% in 2001 to 29.2% in 2002.

      During fiscal 2002, under the 1997 Long-Term Incentive Plan, Mr. Brown was granted 15,000 performance shares, 30,000 shares of restricted stock and stock options for 100,000 shares.

      Mr. Brown’s performance share grant is subject to the same performance targets outlined above. The restricted stock grant was made in recognition of Mr. Brown’s recent promotion to Chairman and CEO and to immediately enhance the CEO’s stock ownership level. The stock option grant was made on the basis of market practice as determined by independent consultants, as described above.

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SUMMARY COMPENSATION TABLE

On February 12, 2002, the Personnel and Compensation Committee also awarded restricted stock under the 1997 Long-Term Incentive Plan which will vest at the end of three years, but is not subject to other performance targets, as follows: Mr. Brown, 30,000 shares; Mr. Faig, 15,000 shares; Mr. Christie, no shares; Mr. Lienesch, 15,000 shares; and Mr. O’Donnell, 10,000 shares.

The values of the awards under the Long-Term Incentive Plan are based on the closing prices of $13.00 and $18.00 (for the February 4, 2000 and April 25, 2000 awards, respectively); $20.34 and $17.47 (for the February 9, 2001 and July 26, 2001 awards, respectively), and $13.81 (for the February 12, 2002 awards).

The performance share grants awarded in 2001 and 2002 will be forfeited unless the compounded annual growth rate of the Company’s basic earnings per common share over the three-year performance period commencing January 1, 2000 (for the 2000 grants) and January 1, 2001 (for the 2001 grants) is at least 10%. The performance share grants awarded in 2002 will be forfeited unless the Company’s basic earnings per common share over the three-year performance period commencing January 1, 2002 are at least $1.00.

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OPTION GRANTS IN LAST FISCAL YEAR

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AGGREGATED OPTION EXERCISES IN LAST YEAR

Comparison of 5-Year Cumulative Total Shareholder Return⁽¹⁾

Milacron Inc., S&P 500 Index and Russell 2000 Index⁽²⁾

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REPORT OF THE AUDIT COMMITTEE

      The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed the quarterly financial results prior to inclusion of the same in the Company’s Quarterly Reports on Form 10-Q and reviewed the audited financial statements in the Annual Report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

      The Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Committee under generally accepted auditing standards (including those described in Statement on Auditing Standards No. 61, as amended, Communications with Audit Committees). In addition, the Committee has discussed with the independent auditors the auditors’ independence from management and the Company (including the matters in the written disclosures required by the Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees) and considered the compatibility of non-audit services (described under “Independent Auditors” below) with the auditors’ independence.

      The Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Committee held five meetings during 2002.

      In reliance on the reviews and discussion referred to above, the Board approved the inclusion of the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2002 for filing with the SEC.

      The Committee has recommended, and the Board has approved, subject to shareholder ratification, the appointment of Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2003.

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AMENDMENT TO THE CERTIFICATE

      On April 11, 2003, the Board approved the Amendment, declared the Amendment advisable and voted to recommend that the shareholders adopt the Amendment at the Annual Meeting. All members of the Board, other than Joseph A. Steger, were present at the April 11 special meeting of the Board, and all members present at such meeting voted in favor of the Amendment, other than Charles F. C. Turner, a member of the Geier Family Shareholder Group, who abstained from the vote on the Amendment. At its regularly scheduled April 23, 2003 meeting, the Board re-affirmed its approval of the Amendment, its declaration that the Amendment is advisable and its recommendation that shareholders adopt the Amendment at the Annual Meeting. All members of the Board, other than Harry C. Stonecipher, were present at the April 23 regular meeting of the Board, and all members present at such meeting voted in favor of the Amendment, other than Mr. Turner who abstained from the vote on the Amendment. The purpose of the Amendment is to eliminate the provisions of Article FOURTH of the Certificate that provide that shares of Common Stock are entitled to ten votes per share upon satisfaction of certain ownership tenure requirements, as described below. Following the elimination of these provisions, each share of Common Stock would be entitled to one vote per share under all circumstances.

      The description of the Amendment below is qualified in its entirety by reference to Annex A, which sets forth the full text of the Amendment.

Article FOURTH of the Certificate

      Article FOURTH of the Certificate currently provides that a holder of Common Stock is entitled to cast ten votes per share at a meeting of shareholders for each share of Common Stock that has been beneficially owned by all beneficial owners of that share (i) for a period of at least 36 consecutive calendar months (dating from the first day of the first full month on or after the date of acquisition by such beneficial owner of beneficial ownership of such share) prior to the record date for such meeting or (ii) since April 22, 1986.

      Under existing Article FOURTH of the Certificate, the following transfers are deemed to not interrupt continuous beneficial ownership of a share of Common Stock:

      A beneficial owner who acquires beneficial ownership of a share of Common Stock through a transfer of the type listed in clauses (i) through (v) above is deemed to have acquired beneficial

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      A beneficial owner of any share of the Common Stock acquired as a direct result of a stock split, stock dividend, reclassification, rights offering or other distribution of shares or rights by the Company with respect to existing shares (a “dividend share”) will be deemed to have been the continuous beneficial owner of such share from the date on which the original shares with respect to which such dividend shares were issued, were acquired.

      A beneficial owner of any share of Common Stock beneficially owned by reason of participation in any savings, thrift, stock bonus, incentive, employee stock ownership, stock option, pension or other similar individual account, employee benefit plan or arrangement either qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (or similar successor provision) or approved by the shareholders of the Company, shall be deemed to have acquired such beneficial ownership on the date such share was allocated to the account of such beneficial owner under such plan or arrangement, or on the date such beneficial owner was granted an option or right to acquire such share, as the case may be, and the distribution of such share to such beneficial owner pursuant to such plan or arrangement, or the purchase by such beneficial owner of such share upon the exercise of an option or a right, as the case may be, shall not be deemed to be a change in beneficial ownership.

The Amendment

      If the Amendment is adopted by the shareholders at the Annual Meeting, it is expected to become effective following the conclusion of the Annual Meeting on May 23, 2003 upon filing with the Secretary of State of the State of Delaware (the “Effective Time”). At the Effective Time, each share of Common Stock will automatically, without any action by shareholders, be changed and converted into one share of Common Stock having the terms provided in the Amendment. Existing certificates for shares of Common Stock will continue after such change and conversion to represent shares of Common Stock having the terms set forth in Article FOURTH, as amended by the Amendment.

      As a result of the Amendment, each holder of Common Stock would be entitled to one vote for each share of Common Stock held by such holder entitled to vote on matters submitted to a vote at meetings of shareholders. At the Effective Time, each holder of Common Stock will continue to hold the same percentage of Common Stock outstanding as such stockholder held immediately prior to the Effective Time and shares of Common Stock will be identical in all respects and will continue to constitute a single class of stock. Holders of Common Stock currently are not, and following the Amendment will not be, entitled to vote cumulatively for directors of the Company. The Amendment also will provide that, except as otherwise required by law or the Certificate, the holders of shares of Preferred Stock will continue to vote together with the holders of shares of Common Stock as a single class.

Purposes

The Amendment aligns voting power with economic ownership.

      As a result of the Amendment, all holders of Common Stock will have voting rights that more accurately reflect their economic ownership of the Company. A majority of the Board believes that the elimination of “supervoting” rights for long-term holders of Common Stock through the Amendment would benefit shareholders collectively by giving all holders of Common Stock a proportionate voice in the election of directors and other matters submitted to a vote of the shareholders based on their economic stake in the Company instead of how long they have owned shares of Common Stock. A majority of the Board believes that restoring the principle of “one share, one vote” to holders of Common Stock through adoption of the Amendment would make shareholder voting decisions more representative of the wishes of all holders of Common Stock, in proportion to their ownership interest, rather than giving disproportionate influence to long-term holders of Common Stock. The recent actions

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      In particular, a majority of the Board believes that changes in the Common Stock ownership profile of the Company since the creation of “supervoting” rights in 1986 have increased the degree to which long-term holders of Common Stock exercise voting influence that is disproportionate to their economic ownership of the Company. Based on the information set forth in the March 24 Proxy Statement, the Geier Family Shareholder Group owns approximately 2.2% of the outstanding shares of Common Stock and is entitled to cast a total of 7,368,629 votes. Because a substantial portion of the Common Stock held by members of the Geier family and related trusts is entitled to “supervoting” rights, such holders continue to possess a substantially disproportionate share of the total voting power attributable to the Common Stock. The Company is unable to quantify the voting power of the Geier Family Shareholder Group, or any other shareholder, at the Annual Meeting because the total voting power at any given shareholder meeting is not ascertainable in advance of that shareholder meeting. Under the Certificate, shares of Common Stock held in “street name” are presumed not to have “supervoting” rights at a shareholder meeting unless the beneficial owner of those shares provides a certification of continuous beneficial ownership for 36 consecutive calendar months prior to the record date for that shareholder meeting. Assuming that the members of the Geier Family Shareholder Group were entitled to cast, and in fact did cast, 7,368,629 votes at the 2002 Meeting, such number of votes would have constituted approximately 12% of the 61,357,505 votes that were cast at that meeting. In excess of 50% of the votes cast at the 2002 Meeting were cast by long-term holders of Common Stock exercising “supervoting” rights.

The Amendment reflects current best practices in corporate governance.

      A majority of the Board believes that the elimination of “supervoting” rights for long-term holders of Common Stock reflects current best practices in corporate governance. For example, the existence of a disproportionate voting structure reduces a company’s ISS CGQ. According to ISS, its CGQ is a rating system based on 61 corporate governance variables that is “designed to assist institutional investors in evaluating the quality of corporate boards and the impact [their] governance practices may have on performance”. A disproportionate voting structure, like the Company’s, is considered a negative corporate governance attribute by ISS, and the elimination of this structure would enhance the Company’s CGQ. A higher CGQ indicates better corporate governance in ISS’s view. In addition, a majority of the Board notes that a number of companies that had disproportionate voting structures have eliminated those structures in recent years and at least one other company that, like the Company, provides “supervoting” rights to long-term holders has proposed that shareholders vote to eliminate those “supervoting” rights at its 2003 annual meeting. A majority of the Board believes that the Amendment is consistent with the Board’s efforts to adopt good corporate governance practices, including the matters described above under the heading “Board of Directors and Board Committees”.

The Amendment eliminates administrative burdens on the Company.

      The complexity of the Company’s “supervoting” structure requires the Company to bear additional administrative costs and burdens. For example, the “supervoting” structure requires the dedication of time and effort by employees of the Company to administer. Elimination of “supervoting” rights for long-term holders of Common Stock would allow the Company to eliminate costs and administrative burdens unrelated to the conduct of its business. The Company estimates that the elimination of “supervoting” rights for long-term holders of Common Stock would result in savings to the Company of approximately $17,500 per year and would eliminate approximately 50 hours per year of time devoted by employees of the Company to the administration of these rights.

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The Amendment reduces confusion over the distribution of voting power.

      A majority of the Board believes that the elimination of “supervoting” rights will reduce confusion over the distribution of voting power among the shareholders of the Company, particularly among shareholders holding through banks or brokers. Long-term holders of Common Stock must assert “supervoting” rights prior to voting, but shareholders holding through banks or brokers may not know that they are entitled to ten votes per share of Common Stock. As a result, there may be confusion among a number of the Company’s shareholders regarding the number of votes to which they are entitled in respect of their Common Stock.

Other mechanisms exist to permit long-term planning.

      One of the principal purposes behind the original establishment of “supervoting” rights for long-term holders of Common Stock by the Company in 1986 was the protection of the Board’s ability to make decisions that would be in the long-term interests of the Company and its shareholders. While the Board remains committed to a long-term growth strategy, a majority of the Board believes that the Company’s long-term strategy is sufficiently well protected by other existing mechanisms. A majority of the Board has concluded that “supervoting” rights for holders of Common Stock are no longer necessary to ensure that the Board has an adequate opportunity to consider and respond to unsolicited offers for the Company. Subsequent to the amendment of the Certificate in 1986 to provide for “supervoting” rights of long-term holders of Common Stock, Section 203 of the Delaware General Corporation Law (which, with certain exceptions, prohibits a corporation from engaging in any “business combination” with an “interested stockholder” for a period of three years after the date on which the stockholder became an “interested stockholder”) was enacted in 1987, the Company adopted a shareholder rights plan in 1999 and the Company put in place executive severance agreements which contain change in control provisions. Based on the implementation of these mechanisms after 1986, together with provisions of the Certificate and the Company’s By-Laws that have existed since 1986, including the classified structure of the Board, the requirement that directors may be removed only for cause, the requirement that shareholder action by written consent be unanimous, the limitation of the power to call a special meeting of shareholders to the Board, the Chairman of the Board and the President of the Company, the requirement that the holders of two-thirds of the outstanding Preferred Stock approve a sale of all or substantially all the assets of the Company or a merger or consolidation involving the Company, the authorization of “blank-check” preferred stock in the Certificate and the power of the Board to make, alter, amend or repeal provisions of the Company’s By-Laws, a majority of the Board believes that “supervoting” rights for long-term holders of Common Stock are less important today in ensuring that the Board can make decisions based on the long-term interests of the Company and its shareholders.

      A majority of the Board also believes that changes in the corporate environment have made less applicable today the concerns expressed by the Company in 1986. For example, the Board notes that highly leveraged takeovers and “front-end loaded” tender offers are significantly less common today than they were in 1986, when the “supervoting” rights were adopted.

Effects of the Amendment

      The following paragraphs describe the effects that the Amendment will have on holders of Common Stock upon its effectiveness, which would occur upon the filing of the Amendment with the Secretary of State of the State of Delaware following the completion of the Annual Meeting. Holders of Common Stock should note that none of the effects of the Amendment described below will apply to voting at the Annual Meeting.

      While a majority of the Board believes, for the reasons set forth above, that the Amendment is in the best interests of the Company and its shareholders generally, the Board recognizes that there will be

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      At the Effective Time, all holders of Common Stock who are currently entitled to cast ten votes per share will experience immediate dilution of their relative voting power, which would reduce the ability of those holders to influence the outcome of matters submitted to a vote of shareholders, including future elections of members of the Board. This dilution could also reduce the ability of such a holder to mount an effective proxy contest or respond to a proxy contest initiated by another holder of Common Stock. In each case, the degree to which a holder of Common Stock could take these actions today would depend on the number of holders of Common Stock that were entitled to, and in fact asserted, the right to cast ten votes per share of Common Stock.

      Since less voting control will be vested in long-term holders of Common Stock following the Effective Time, the Company may be more susceptible to a takeover bid or share accumulation than it otherwise might have been, although a majority of the Board believes that it has other mechanisms at its disposal to protect the interests of the Company’s shareholders consistent with the fiduciary duties of directors under Delaware law. The Amendment may also encourage acquisition transactions or proxy contests.

      Because all holders of Common Stock at the Effective Time will be entitled to one vote per share regardless of whether they are now entitled to cast ten votes per share as to any of the Common Stock they own, the percentage of the total voting power of the Company’s outstanding stock held by each shareholder will change as a result of the Amendment at the Effective Time.

      Shareholders will, by virtue of the Amendment and the consequent reduction in the total number of votes in the hands of long-term beneficial owners of Common Stock, realize an automatic increase in the relative voting power that they are entitled to exercise with respect to shares of Common Stock that they have owned for less than 36 consecutive calendar months. Shareholders will experience a corresponding and proportionate decrease in the relative voting power that they are entitled to exercise with respect to shares of Common Stock that they have owned for at least 36 consecutive calendar months as a result of the Amendment.

      The Geier Family Shareholder Group owns or controls approximately 2.2% of the outstanding shares of Common Stock. The Company believes that members of the Geier family and related trusts (including the members of the Geier Family Shareholder Group) are presently entitled to cast ten votes per share in respect of a substantial portion of the Common Stock owned or controlled by such persons and trusts. Therefore, the Amendment is expected to reduce the percentage of voting control of the Company exercised by members of the Geier family and related trusts (including the members of the Geier Family Shareholder Group).

      In addition, approximately 13% of the outstanding shares of Common Stock are owned or controlled by plans for the benefit of employees. Presently, the holders of most such shares of Common Stock are entitled to ten votes per share because most beneficial owners of such shares have beneficially owned (or are deemed to have beneficially owned) such shares for more than 36 consecutive calendar months. Thus, the Amendment, for purposes of employee benefit plans, is expected to reduce the percentage of voting control of the Company exercised by or on behalf of employees who are participants in such plans.

      The adoption of the Amendment will not affect the voting power that members of the Geier family and related trusts, employee benefit plans or any other shareholders are entitled to exercise at the Annual Meeting.

      JPMorgan was retained by the Company for purposes of providing advice to the Board regarding the potential impact of the Amendment on the liquidity and trading price of the Common Stock. In connection with rendering such advice, JPMorgan analyzed the historical trading performance and

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Conforming By-Law Changes

      Certain provisions of the Company’s By-Laws that relate to voting by holders of Common Stock at shareholder meetings are inconsistent with the Amendment and as of the Effective Time, the By-Laws will be amended and restated to bring them into conformity with the Amendment. Annex B sets forth the full text of the By-Laws, including the changes to be effected to reflect the Amendment.

Required Vote for Approval

      Approval of the Amendment will require the affirmative vote of (i) the holders of shares of Common Stock and Preferred Stock entitling them to cast a majority of the total voting power of the Company’s outstanding stock, and (ii) the holders of shares of Common Stock entitling them to cast a majority of the total voting power of the outstanding shares of Common Stock. Votes withheld, abstentions or broker non-votes will have the same effect as votes cast against the Amendment.

New York Stock Exchange Listing

      The Company intends to submit a listing application in respect of the Common Stock, as modified by the Amendment, to the NYSE in order to permit the continued listing of the Common Stock on the NYSE.

Credit Agreement

      The Company’s amended and restated revolving credit facility, as subsequently amended, provides that the Company may not amend the Certificate or the Company’s By-Laws without the consent (such consent not to be unreasonably withheld) of lenders under that credit agreement having commitments that are not less than 50% of the total commitments under that credit agreement. The Company has obtained such consent with respect to the Amendment and the related changes to the Company’s By-Laws.

Federal Income Tax Consequences

      The change and conversion of the outstanding shares of Common Stock on a one for one basis for new shares of Common Stock pursuant to the Amendment will not result in recognition of gain or loss for Federal income tax purposes, the tax basis of the changed and converted Common Stock will be the same as the tax basis of each share of Common Stock existing prior to the Amendment and the holding period of the changed and converted Common Stock will include the holding period of the Common Stock existing prior to the Amendment.

THE BOARD (WITH MR. TURNER ABSTAINING)

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INDEPENDENT AUDITORS

      The Board has appointed Ernst & Young LLP as independent auditors of the Company and its subsidiaries for the fiscal year 2003. While there is no legal requirement that the appointment of auditors be submitted to a vote of the shareholders, the Board believes that the appointment of auditors is of sufficient importance to justify shareholder ratification. In the event that the shareholders do not ratify the appointment, the Board will reconsider its appointment. Ratification of the appointment will require the affirmative vote of the holders of shares of the Common Stock and the Preferred Stock entitled to cast a majority of the total number of votes represented by the shares of such stock, present in person or by proxy at the Annual Meeting, voting together as a single class. Abstentions as well as broker non-votes will be counted toward the establishment of the quorum. Abstentions will have the same effect as a vote against ratification. Broker non-votes will have no effect on ratification.

      The Audit Committee reviews and approves, prior to the annual audit, the scope, general extent, and fees related to the independent auditors’ audit examination. The Committee also reviews the extent of non-audit services provided by the independent auditors in relation to the objectivity and independence needed in the audit. The Committee pre-approves all non-audit services performed by the independent auditor (this responsibility may be delegated to the Chairperson when appropriate).

      Fees for the last fiscal year were: Audit Fees — $1,306,000, Audit-Related Fees — $16,000, Tax Fees — $318,000, and All Other Fees — $353,000. Audit-Related Fees include fees for employee benefit plan audits and other audit-related services. All Other Fees include fees for assistance on bank covenant issues, divestitures, and officer tax/financial planning services.

      A representative of Ernst & Young LLP will attend the annual meeting, will have the opportunity to make a statement and will be available to answer appropriate questions.

THE BOARD RECOMMENDS THAT THE SELECTION OF

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SHAREHOLDER PROPOSAL

      The Company has been notified that the following shareholder of the Company intends to present the proposal set forth below for consideration at the Annual Meeting. Approval of the proposal will require the affirmative vote of the holders of shares of the Common Stock and the Preferred Stock entitled to cast a majority of the total number of votes represented by the shares of such stock, present in person or by proxy at the Annual Meeting, voting together as a single class. Abstentions as well as broker non-votes will be counted toward the establishment of the quorum. Abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the approval of the proposal.

The Board recommends a vote AGAINST this shareholder proposal

      I, Stephen A. Sawzin, of 43 Fulton Street, Wilmington, Ohio, 45177, being the owner of $2,000.00 or more of Company Stock, held over one year and to be held beyond the meeting date, present the following Proxy Proposal:

      I propose and recommend that the Board of Directors consider reducing the base salaries of all Executive Officers and Directors, as well as discontinuing NQSO’s, ISO’s, Restricted Stock Awards and options or rights, etc. as stated in the 1997 Long Term Incentive Plan, including “Separation Contracts’ after termination of any existing programs for Executive Officers, and that the retirement plan for Executive Officers be the same as regular employees as stated in the Company Employee Handbook.

      This proposal is limited to Executive Management and Board of Director compensation.

      Reasons:

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      For the above reasons stated, I ask for your yes vote on this shareholder proposal.

Statement in Opposition to the Shareholder Proposal

      The Board of Directors of the Company recommends a vote “AGAINST” this proposal for the following reasons:

      The Board of Directors is of the opinion that maintaining the current compensation packages of its key employees and directors is in the best interest of the Company and its shareholders as a whole. In 2002, the Board retained Towers Perrin to conduct an independent review of the Company’s senior executives’ total compensation, including base pay as well as short-term and long-term compensation. This review considered comparable positions at companies of similar size. Based on this review, the Board firmly believes that the current total compensation provided to Company executives, including base salaries, severance agreements, retirement plans and incentive-based compensation programs adopted by the Company work together to provide a sound and balanced approach to compensation and the promotion of shareholder interests. Due to the depressed economic and business conditions, the officers elected to reduce their base salaries by 8% throughout most of 2001 and 2002. Furthermore, no officer has received an increase in salary, other than in recognition of a promotion, since February of 2001.

      This proposal would materially impair the Company’s ability to offer a competitive compensation package. The Company has implemented and maintained the 1997 Long Term Incentive Plan in order to align the interests of key employees with shareholders and to enable the Company to compete effectively in the marketplace for top managerial talent that is critical to the Company’s success. The Company needs such a package to retain and attract key employees. If adopted, the proposal would give every officer and key employee a financial incentive to leave the Company, thereby impairing the Company’s ability to carry on its business operations in an optimal manner.

      Therefore, the Board does not agree that altering the current approach to employee and director compensation will serve the Company’s or the shareholders’ interests.

THE BOARD RECOMMENDS THAT YOU VOTE

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934 and related regulations require the Company’s directors, executive officers, and persons who own more than 10% of the Common Stock (“reporting persons”) to report their initial ownership of the Common Stock and any changes in that ownership to the SEC and the NYSE. All reporting persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they filed. Based on the Company’s review of the reports it has received, the Company believes that all Section 16(a) filing requirements applicable to reporting persons were complied with.

SHAREHOLDER PROPOSALS FOR THE

      In order for shareholder proposals for the 2004 Annual Meeting of Shareholders to be eligible for inclusion in the Company’s proxy material, they must be received by the Company at its principal office in Cincinnati, Ohio, prior to December 26, 2003. If any shareholder who intends to propose any other matter to be acted upon at the 2004 Annual Meeting of Shareholders does not inform the Company of such matter by March 10, 2004, the persons named as proxies for the 2004 Annual Meeting of Shareholders will be permitted to exercise discretionary authority to vote on such matter even if the matter is not discussed in the proxy statement for that meeting.

FINANCIAL STATEMENTS

      The financial statements of the Company and its consolidated subsidiaries, together with the other information required pursuant to Item 13(a) of Schedule 14A, appearing on pages 9 through 49 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the “2002 10-K”), are incorporated herein by reference. The Company will provide, without charge, a copy of the relevant pages of the 2002 10-K to any person to whom this Proxy Statement is delivered upon written or oral request by such person. Requests for copies of these pages from the 2002 10-K should be directed to the Company’s investor relations department by telephone, at (513) 487-5918 or by mail to Milacron Inc., Investor Relations, 2090 Florence Avenue, Cincinnati, Ohio 45206.

OTHER MATTERS

      The Board does not intend to present any other business at the meeting and knows of no other matters which will be presented. No shareholder has informed the Company of any intention to propose any other matter to be acted upon at the meeting. However, if any other matters come before the meeting, it is the intention of the persons named as proxies to vote in accordance with their judgment on such matters.

Cincinnati, Ohio

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SCHEDULE I

INFORMATION CONCERNING J.P. MORGAN SECURITIES INC.

      In connection with the engagement of JPMorgan as financial advisor, the Company anticipates that employees of JPMorgan may communicate in person, by telephone or otherwise with certain institutions, brokers or other persons who are shareholders for the purpose of assisting in the solicitation of proxies. Although JPMorgan does not admit that it or any of its directors, officers, employees or affiliates is a “participant,” as defined in Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended, by the SEC, or that Schedule 14A requires the disclosure of certain information concerning them, James R. Elliott, III (Managing Director), Eric J. Stein (Managing Director), Karen L. Parkhill (Managing Director), Marco J. Caggiano (Vice President), Ildefonso B. Alindogan (Associate) and Miranda Ko (Analyst), in each case of JPMorgan (collectively, the “Financial Advisor Participants”), may assist the Company in the solicitation of proxies for the Annual Meeting. The principal business address of Messrs. Elliott, Stein, Caggiano and Alindogan and Ms. Ko is 277 Park Avenue, New York, New York 10172. The principal business address of Ms. Parkhill is 227 W Monroe St., Chicago, Illinois, 60606.

      JPMorgan has provided financial advisory and investment banking services to the Company from time to time for which they have received customary compensation. JPMorgan engages in a full range of investment banking, securities trading, market-making and brokerage services for institutional and individual clients. In the ordinary course of its business, JPMorgan may actively trade securities of the Company for its own account and the account of its customers and, accordingly, may at any time hold a long or short position in such securities. JPMorgan has advised the Company that as of April 22, 2003, (a) JPMorgan held a zero net position of Common Stock and Preferred Stock, (b) JPMorgan Fleming Asset Management Inc., an affiliate of JPMorgan, held 62,100 shares of Common Stock, as to which it had sole voting power, and (c) JPMorgan Chase Bank, an affiliate of JPMorgan, held 386,092 shares of Common Stock and 6,962 shares of Preferred Stock, as to which it had shared voting power, and held 4,000 shares of Common Stock as to which it had no power to direct voting. Except as set forth above, to the Company’s knowledge, none of JPMorgan, or any of the Financial Advisor Participants, has any interest, direct or indirect, by security holdings or otherwise, in the Company.

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ANNEX A

RESTATED CERTIFICATE OF INCORPORATION

of

MILACRON INC.

      Milacron Inc., a corporation organized and existing under the laws of the State of Delaware (originally incorporated under the name Cincinnati Milacron Holdings, Inc. on March 18, 1983), hereby certifies as follows:

      FIRST: The name of the corporation (hereinafter referred to as the Company) is Milacron Inc.

      SECOND: The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, County of New Castle. The name of the Company’s registered agent at such address is The Corporation Trust Company.

      THIRD: The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

      FOURTH: The total number of shares of all classes of stock which the Company shall have authority to issue is 60,060,000, consisting of (1) 60,000 shares of 4% Cumulative Preferred Stock, par value $100 per share (hereinafter referred to as the Preferred Stock), (2) 10,000,000 shares of Serial Preference Stock, par value $1.00 per share (hereinafter referred to as the Serial Preference Stock) and (3) 50,000,000 shares of Common Stock, par value $1.00 per share (hereinafter referred to as the Common Stock).

      The following is a statement of the designation and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, in respect of the Preferred Stock and the Common Stock and the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, in respect of the Serial Preference Stock, which the Board of Directors is herein authorized to fix.

SECTION A: PROVISIONS RELATING TO PREFERRED STOCK

      I. Out of the net assets of the Company legally available for dividends, the holders of Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, dividends in cash at the rate of 4% per annum upon the par value thereof, and no more, payable quarterly on the first days of March, June, September and December in each year (the quarterly periods commencing on the first days of such months, respectively, being herein designated as dividend periods), from March 1, 1983, before (subject to the provisions of paragraphs II and V of this Section A) any sum or sums shall be set aside for or applied to the purchase or redemption of Preferred Stock, and before any dividends shall be declared or paid upon or set apart for, or any other distribution shall be ordered or made in respect of Serial Preference Stock or Common Stock, and before any Serial Preference Stock or Common Stock shall be purchased, redeemed or otherwise acquired by the Company; and such dividends shall be cumulative (whether or not in any dividend period or periods there shall be net assets of the Company legally available for the payment of such dividends), so that if at any time dividends upon all the outstanding Preferred Stock at the rate of 4% per annum upon the par value thereof from March 1, 1983, to the end of the then current dividend period shall not have been paid or declared and a sum sufficient for the payment thereof set apart for such payment, then (subject to the provisions of paragraphs II and V of this Section A) the amount of the deficiency shall be fully paid, but without interest, or dividends in such amount declared and a sum sufficient for the payment thereof set apart for such payment, before any sum or sums shall be set aside for or applied to the purchase or redemption of Preferred Stock, and before any dividends shall be declared or paid upon or set apart for, or any other

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      II. Out of any remaining net assets of the Company legally available for dividends after or concurrently with making payment of full dividends upon Preferred Stock then outstanding at the rate of 4% per annum upon the par value thereof for all past dividend periods, and after or concurrently with making payment of, or declaring and setting apart for payment, full dividends at said rate on all Preferred Stock then outstanding to the end of the then current dividend period, then, and not otherwise, the holders of Serial Preference Stock and Common Stock shall, subject to the provisions hereof, be entitled to receive such dividends as may from time to time be declared by the Board of Directors; provided, however, that if at any time full dividends upon all Preferred Stock then outstanding at the rate of 4% per annum upon the par value thereof shall have been paid for all past dividend periods and declared and set apart for payment for the current dividend period, dividends on the Serial Preference Stock and (subject to the provisions of Section B of this Article FOURTH) the Common Stock, payable in the next succeeding dividend period, may be declared by the Board of Directors and, when so declared, may be paid in the next succeeding dividend period, notwithstanding any restriction hereinabove in paragraph I of this Section A or in this paragraph II set forth; and provided further that, so long as any Preferred Stock shall be outstanding, in no event shall any dividends whatsoever, whether in cash, shares or otherwise (other than dividends payable in Serial Preference Stock or Common Stock), be declared or paid upon or set apart for, or any other distribution be ordered to be made in respect of, Serial Preference Stock or Common Stock, or any expenditures be made by the Company for the purchase, redemption, retirement or other acquisition of any Serial Preference Stock or Common Stock, if at the time such dividend is so declared or such distribution is so ordered or such expenditures are so made:

      III. The Preferred Stock shall be preferred as to both earnings and assets over the Serial Preference Stock and the Common Stock and, in the event of any voluntary or involuntary liquidation or dissolution or winding up of the Company or any sale of all or substantially all of its assets, the holders of Preferred Stock shall be entitled to receive out of the assets of the Company available for distribution to its shareholders, whether from capital, surplus or earnings, an amount equal to $100 per share, if such liquidation, dissolution, winding up or sale be involuntary, and, if voluntary, an amount equal to $105 per share, in each case plus an amount equal to all dividends accrued or in arrears thereon to the date of distribution, for every share of their holdings of Preferred Stock, before any distribution of assets shall be made to the holders of Serial Preference Stock or Common Stock, and the holders of Serial Preference Stock and Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock, to share in all the assets of the Company then remaining, in accordance with the provisions of Section B hereof. If upon any such voluntary or involuntary liquidation or dissolution, winding up or sale, the assets thus distributable among the holders of Preferred Stock shall be insufficient to permit the payment to such holders of Preferred Stock of the preferential amounts aforesaid, then the entire assets of the Company to be distributed shall be distributed ratably among the holders of Preferred Stock according to the amounts which they respectively would be entitled to receive if such assets available for distribution as aforesaid were sufficient to permit the payment in full of said sums. No merger or consolidation of the Company with or into another corporation organized under the laws of the State of Delaware or any other state and no merger or consolidation of any such other corporation into the Company, which shall not in fact result in the liquidation of the enterprise and the distribution of assets

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      IV. The term “dividends accrued or in arrears” whenever used in this Section A with reference to the Preferred Stock shall be deemed to mean (whether or not in any dividend period or in any part thereof in respect of which such term is used there shall have been net assets of the Company legally available for the payment of such dividends) that amount which shall be equal to dividends in cash at the rate of 4% per annum upon the par value thereof from March 1, 1983, to the date as of which dividends accrued or in arrears are or are to be determined for such shares (including an amount equal to the dividend at such rate for the elapsed portion of the current dividend period) less the amount of all dividends paid upon such shares, or deemed to have been paid on such shares in accordance with the provisions of the following sentence. In the event of the issuance of additional Preferred Stock (unless such additional shares have been classified into a new series pursuant to paragraph IX of this Section A), all dividends paid on Preferred Stock outstanding prior to the issuance of such additional Preferred Stock and all dividends declared and payable to the holders of Preferred Stock of record on any date prior to such additional issue shall be deemed to have been paid on the additional Preferred Stock so issued.

      V. The Preferred Stock, or any part thereof, at any time outstanding may be redeemed by the Company at its election expressed by resolution of the Board of Directors, at any time or from time to time, upon not less than 30 days nor more than 60 days previous notice to the holders of record of the Preferred Stock to be redeemed, mailed to the holders of the Preferred Stock to be redeemed, at their respective addresses as the same shall appear on the books of the Company, at the redemption price of $105 per share plus all dividends accrued or in arrears thereon to the date fixed in such notice as the date of redemption; provided, however, that less than all Preferred Stock at the time outstanding may be redeemed only after or concurrently with making payment of all dividends accrued or in arrears upon all Preferred Stock then outstanding for all past dividend periods and after or concurrently with making payment of, or declaring and setting apart for payment, full dividends on all Preferred Stock then outstanding (other than the shares to be redeemed) to the end of the then current dividend period. If less than all the outstanding Preferred Stock is to be redeemed, the redemption may be made either by lot or pro rata in such manner as may be determined or prescribed by resolution of the Board of Directors, or may be limited to fractional shares, if any, outstanding. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the Company in providing monies for the payment of the redemption price pursuant to such notice), or, if the Company shall so elect, from and after a date (hereinafter called the date of deposit and which shall be prior to the date fixed as the date of redemption) on which the Company shall provide monies for the payment of the redemption price by depositing the amount thereof for account of the holders of Preferred Stock entitled thereto with a bank or trust company doing business either in the City of Cincinnati in the State of Ohio or in the Borough of Manhattan in the City and State of New York, and having a capital and surplus of at least $5,000,000 pursuant to notice of such election included in the notice of redemption specifying the date on which such deposit will be made, all dividends on Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as shareholders of the Company, except the right to receive the redemption price as herein provided, shall cease and terminate. After the deposit of such amount with such bank and trust company, the respective holders of record of Preferred Stock to be redeemed shall be entitled to receive the redemption price at any time upon the actual delivery to such bank or trust company of certificates for the shares to be redeemed properly stamped from transfer (if required) and duly endorsed in blank or accompanied by proper instruments of assignment and transfer thereof duly endorsed in blank. Any monies so deposited which shall remain unclaimed by the holders of Preferred Stock called for redemption at the end of six years after the redemption date, together with any interest thereon which shall be allowed by the bank or trust company with which the deposit shall have been made, shall be paid by such bank or trust company to the Company.

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      VI. Subject to the provisions of the By-laws of the Company, as from time to time amended, with respect to the closing of the transfer books or the fixing of a record date for the determination of shareholders entitled to vote, at each meeting of the shareholders each holder of record of Preferred Stock shall be entitled to 24 votes for each such share of Preferred Stock held by him, each holder of record of Common Stock shall be entitled to one or ten votesvote for each such share of Common Stock held by him, as provided in Section C, and each holder of record of Serial Preference Stock of each series shall be entitled to the number of votes, if any, as he may be entitled to in accordance with the resolution or resolutions adopted by the Board of Directors in accordance with the provisions of paragraph II of Section B of this Article FOURTH providing for the issuance of such series; provided, however, that anything herein contained to the contrary notwithstanding, the holders of Preferred Stock shall also have the additional rights hereinafter in this paragraph VI set forth, to which additional rights the aforesaid voting rights of the holders of Serial Preference Stock and Common Stock shall be subject. Except as may otherwise be required by law, by this Article FOURTH or by resolutions adopted by the Board of Directors in accordance with the provisions of paragraph II of Section B, the holders of record of Common Stock, Preferred Stock and Serial Preference Stock shall vote together as a single class. If at any time dividends accrued or in arrears upon Preferred Stock then outstanding shall amount to $4 per share or more, a default in preferred dividends, for the purposes of this paragraph VI, shall be deemed to have occurred; and, having so occurred, such default in preferred dividends shall be deemed to exist thereafter until, but only until, all dividends accrued or in arrears on all Preferred Stock then outstanding shall have been paid to the end of the last preceding dividend period and the full dividend thereon to the end of the then current dividend period shall have been paid or declared and a sum sufficient for the payment thereof set apart for such payment. If and whenever a default in preferred dividends shall exist, then at the next annual meeting of shareholders of the Company for the election of directors (unless at the time of such meeting such default in preferred dividends shall no longer exist) and at each other meeting annual or special, for the election of directors, held thereafter and during the existence of such default in preferred dividends, the holders of the outstanding Preferred Stock, voting separately as a class, shall have the right, at each such meeting at which at least 35% of the outstanding Preferred Stock is represented (but not otherwise), to elect one-third of the members of the Board of Directors to be elected, but if the number of directors to be elected when divided by three shall result in a fraction, such fraction shall be disregarded if less than one-half and shall be increased to one if more than one-half. The right to elect one-third of the number of directors to be elected shall be in addition to the right of the holders of the outstanding Preferred Stock to vote with the holders of Serial Preference Stock and Common Stock in the election of the remaining directors of the Company. If, during the existence of a default entitling the holders of Preferred Stock to elect one-third of the directors, any annual meeting of shareholders is not held when and as required by the By-laws of the Company, a special meeting of the shareholders for the purpose of electing directors may be called by the holders of record of at least 10% of the Preferred Stock outstanding. Any director elected by the holders of Preferred Stock, voting as a class pursuant to the aforesaid right, shall continue to serve as such director for the full term for which he shall have been elected, notwithstanding that prior to the end of such term the default in preferred dividends which permitted his election by the holders of Preferred Stock shall cease to exist. If, prior to the end of the term of any director so elected by the holders of Preferred Stock, a vacancy in the office of such director shall occur by reason of the death, resignation, removal or disability of such director, or for any other cause, such vacancy shall be filled for the unexpired term in the manner provided in the By-laws of the Company.

      VII. Anything contained herein or in the By-laws of the Company to the contrary notwithstanding, so long as any Preferred Stock shall be outstanding the Company shall not, without the consent, given by resolution adopted at a meeting duly called for that purpose, or if permitted by law, given in writing, of the holders of at least two-thirds of the Preferred Stock at the time outstanding,

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      VIII. As used in this Section A:

      The term “funded debt” shall mean any debt maturing by its terms more than one year from the date thereof, and shall include all such debt created, assumed or guaranteed by the Company or any subsidiary. If the terms of any debt shall include an option on the part of the Company or the subsidiary to extend (by way of renewal or otherwise) its maturity on any conditions, the maturity shall be deemed to be the last date to which the maturity may be so extended. The term “consolidated funded debt” shall mean the total funded debt of the Company and its subsidiaries.

      The term “consolidated net tangible assets” shall mean consolidated tangible assets less (i) consolidated funded debt, (ii) consolidated current liabilities, as hereinafter defined, except such portion thereof, if any, as is included in consolidated funded debt, and (iii) deferred credits and all reserves other than reserves deducted from consolidated tangible assets or reserves included in consolidated current liabilities or reserves representing an appropriation of retained earnings.

      The term “consolidated tangible assets” shall mean (i) the fixed assets (namely plant, property, equipment and all other kinds of tangible fixed assets) owned by the Company and its subsidiaries as at December 31, 1944, plus subsequent additions to such fixed assets, in all cases taken at cost to the Company or its subsidiaries and less reserves for depreciation and other proper deductions; (ii) consolidated current assets, as hereinafter defined; and (iii) other investments and receivables and other tangible assets of the Company and its subsidiaries taken at cost less proper reserves, excluding, however, any securities issued by the Company or by any of its subsidiaries. The cost of tangible assets acquired by the Company or any subsidiary after December 31, 1944, for a consideration other than cash shall be the fair value of such assets as determined by the Board of Directors of the Company. In arriving at consolidated tangible assets, the Company may substitute for the value of any or all fixed assets acquired subsequent to December 31, 1944, calculated in accordance with the foregoing provisions of this paragraph, the fair value thereof as determined by an appraisal by such independent engineer or engineers or other independent expert or experts as the Board of Directors of the Company shall employ for the purpose.

      The term “consolidated net current assets” shall mean consolidated current assets, as hereinafter defined, less consolidated current liabilities, as hereinafter defined.

      The term “consolidated current assets” shall mean the following assets of the Company and its subsidiaries:

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      The term “subsidiary” shall mean any corporation, association, or business trust, at least a majority of the shares of which at the time outstanding having voting power for the election of a majority of the directors or trustees thereof (except shares having such voting power only upon default in payment of dividends or other defaults) is owned, directly or indirectly, by the Company and/or by one or more other subsidiaries; provided, however, that neither The Factory Power Company, an Ohio corporation, nor any successor thereto nor any subsidiary thereof, shall be deemed to be a subsidiary of the Company for any purpose of this Section A; and provided further that a corporation incorporated under the laws of a jurisdiction other than the United States of any state thereof or the District of Columbia may or may not, as the Company may elect in connection with any determination made pursuant to this paragraph VIII, be deemed to be a subsidiary of the Company for the purposes of such determination.

      The term “wholly-owned subsidiary” shall mean any corporation, association or business trust, all the shares of which at the time outstanding (exclusive of directors’ qualifying shares), except shares having a limited participation as to assets, shall be owned, directly or indirectly, by the Company and/or by one or more other wholly-owned subsidiaries.

      All determinations of funded debt, consolidated funded debt, consolidated net tangible assets, consolidated tangible assets, consolidated net current assets, consolidated current assets and consolidated current liabilities, and of the status of any corporation, association or business trust as a subsidiary or a wholly-owned subsidiary of the Company, shall be made, in accordance with good accounting practice, by such firm of certified or independent public accountants or auditors as shall regularly examine and report on the financial statements of the Company for inclusion in its annual report to shareholders or such firm of certified or independent public accountants or auditors as shall be employed by the Board of Directors for the purpose of such determination. In all such determinations, all material intercompany items shall be eliminated and appropriate adjustments shall be made to adjust for and eliminate minority interests in subsidiaries, all as approved by such accountants or auditors. The determinations of such accountants or auditors shall be final and conclusive.