EX-2
from S-8
1 page
Exhibit - 23.1 Consent of Independent Auditors We Consent to the Reference to Our Firm in the Registration Statement (Form S-8) Pertaining to Cincinnati Milacron 1997 Long-Term Incentive Plan of Cincinnati Milacron Inc. and to the Incorporation by Reference Therein of Our Report Dated February 13, 1997, With Respect to the Consolidated Financial Statements and Schedule of Cincinnati Milacron Inc. Included in Its Annual Report (Form 10-K) for the Year Ended December 28, 1996, Filed With the Securities and Exchange Commission. /S/ Ernst & Young Llp Ernst & Young Llp Cincinnati, Ohio September 29, 1997
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EX-2
from S-8
1 page
Exhibit - 23.1 Consent of Independent Auditors We Consent to the Reference to Our Firm in the Registration Statement (Form S-8) Pertaining to the Cincinnati Milacron 1994 Long-Term Incentive Plan of Cincinnati Milacron Inc. and to the Incorporation by Reference Therein of Our Report Dated February 28, 1994, With Respect to the Consolidated Financial Statements and Schedules of Cincinnati Milacron Inc. Included in Its Annual Report (Form 10-K/A) for the Year Ended January 1, 1994, Filed With the Securities and Exchange Commission. /S/ Ernst & Young Llp Ernst & Young Llp Cincinnati, Ohio November 8, 1994
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EX-2
from 10-Q
1 page
Exhibit 11 Cincinnati Milacron Inc. and Subsidiaries Computation of Earnings Per Share (Unaudited) <table> <caption> (In Thousands, Except Per-Share Amounts) 12 Weeks Ended 24 Weeks Ended June 18, June 19, June 18, June 19, 1994 1993 1994 1993 <s> <c> <c> <c> <c> Net Earnings (Loss) . . . . . . . . . . $ 7,879 $ 1,740 $12,863 $(46,770) Less Preferred Dividends. . . . . . . . (60) (60) (120) (120) Net Earnings (Loss) Available to Common Shareholders. . . . . . . $ 7,819 $ 1,680 $12,743 $(46,890) ======= ======= ======= ======== Primary Average Number of Shares Outstanding . . . . . . . . . . . . 33,632 32,192 33,592 29,565 Add Dilutive Effect of Stock Options Based on Treasury Stock Method . . . . . . . 357 635 410 868 Total . . . . . . . . . . . . . . . 33,989 32,827 34,002 30,433 ======= ======= ======= ======== Per Share Amount . . . . . . . . $ .23 $ .05 $ .37 $ (1.54) ======= ======= ======= ======== Fully Diluted (A) Average Number of Shares Outstanding . . . . . . . . . . . . 33,632 32,192 33,592 Add Dilutive Effect of Stock Options Based on Treasury Stock Method. . . . . . . . . . . . 383 635 430 Total . . . . . . . . . . . . . . . 34,015 32,827 34,022 ======= ======= ======= Per Share Amount . . . . . . . . $ .23 $ .05 $ .37 ======= ======= ======= </Table> (A) Fully Diluted Earnings Per Common Share Is Not Presented for the 24 Weeks Ended June 19, 1993 Because the Effect Would Be Anti-Dilutive. Note: This Computation Is Required by Regulation S-K, Item 601, and Is Filed as an Exhibit Under Item 6 of Form 10-Q
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EX-2
from DEF 14A
1 page
This Proxy When Properly Executed Will Be Voted as Directed by the Undersigned Shareholder. if No Direction Is Made, This Proxy Will Be Voted "For" All the Nominees for Director Listed in Item (1) Below, "For" Item (2) Below and "For" Item (3) Below. 1.-Election of Directors for All Nominees Withhold Nominees: Darryl F. Allen, James E. (Except as Marked to Authority for All Perrella and Harry C. the Contrary) Nominees Stonecipher. (To Withhold Authority to Vote for Any Individual Nominee, Write That Nominee's Name on the Space Provided Below.) 2.-Approval of the 1994 Long-Term Incentive Plan 3.-Confirm Appointment of Ernst & Young as Independent Auditors for Against Abstain for Against Abstain Dated: ..........................1994 ..................................... Signature of Shareholder ..................................... Signature of Shareholder (If Held Jointly) When Signing as Attorney, Executor, Administrator, Trustee, or Guardian, Please Give Your Full Title as Such. a Proxy for Shares Held Jointly by Two or More Persons Should Be Signed by All. Please Sign, Date, and Return Promptly in Accompanying Envelope. Cincinnati Milacron Inc. Proxy for Preferred Stock Only 4701 Marburg Avenue This Proxy Is Solicited on Behalf of the Board of Cincinnati, Ohio 45209 Directors Proxy for Annual Meeting of Shareholders to Be Held April 26, 1994 James A. D. Geier, Lyle Everingham and Joseph A. Steger (Each With Power to Act Alone and Power of Substitution) Are Hereby Authorized to Represent and to Vote All the Shares of Stock Held of Record by the Undersigned at the Annual Meeting of Shareholders to Be Held April 26, 1994, and Any Adjournment Thereof, on All Business That May Properly Come Before the Meeting, Including the Election of Directors, Approval of the 1994 Long-Term Incentive Plan and the Confirmation of the Appointment of Auditors
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