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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1997
REGISTRATION NO. 333-32369
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEENAH FOUNDRY COMPANY
HARTLEY CONTROLS CORPORATION
NEENAH TRANSPORT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WISCONSIN 3321 39-1580331
WISCONSIN 3321 39-0842568
WISCONSIN 3321 39-1378433
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
2121 BROOKS AVENUE, BOX 729,
NEENAH, WISCONSIN 54927
(414) 725-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
C/O GARY W. LACHEY
VICE PRESIDENT -- FINANCE, TREASURER AND SECRETARY
NEENAH FOUNDRY COMPANY
2121 BROOKS AVENUE, BOX 729,
NEENAH, WISCONSIN 54927
(414) 725-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
LANCE C. BALK
KIRKLAND & ELLIS
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022-4675
TELEPHONE: (212) 446-4800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this
Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------------------------
Neenah Foundry Company's 11 1/8% Senior Subordinated
Notes due 2007, Series D............................ $45,000,000 $1,057.50 $47,587,500 $14,420.45
Hartley Controls Corporation's Guarantee of 11 1/8%
Senior Subordinated Notes due 2007, Series D........ * * * None
Neenah Transport, Inc.'s Guarantee of 11 1/8% Senior
Subordinated Notes due 2007, Series D............... * * * None
==========================================================================================================================
* Not applicable
(1) Estimated solely for the purpose of calculating the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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This Amendment is being filed solely to update the information in
Part II of the Registration Statement and the Exhibits filed herewith.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC Registration Fee.................................................... $14,420.75
Blue Sky Fees and Expenses.............................................. *
Printing Expenses....................................................... *
Accounting Fees and Expenses............................................ *
Legal Fees and Expenses................................................. *
Trustee's Fees and Expenses............................................. *
Miscellaneous........................................................... *
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Total......................................................... $ *
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* To be completed by amendment.
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 180.0850 to 180.0859 of the Wisconsin Statutes require a
corporation to indemnify any director or officer who is a party to any
threatened, pending or completed civil, criminal, administrative or
investigative action, suit, arbitration or other proceeding, whether formal or
informal, which involves foreign, federal, state or local law and which is
brought by or in the right of the corporation or by any other person. A
corporation's obligation to indemnify any such person includes the obligation to
pay any judgment, settlement, penalty, assessment, forfeiture or fine, including
any excise tax assessed with respect to an employee benefit plan, and all
reasonable expenses including fees, costs, charges, disbursements, attorney's
and other expenses except in those cases in which liability was incurred as a
result of the breach or failure to perform a duty which the director or officer
owes to the corporation and the breach or failure to perform constitutes: (i) a
willful failure to deal fairly with the corporation or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest; (ii) a violation of criminal law, unless the person has
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (iii) a transaction from which the person
derived an improper personal profit; or (iv) willful misconduct.
Unless otherwise provided in a corporation's articles of incorporation or
by-laws or by written agreement, an officer or director seeking indemnification
is entitled to indemnification if approved in any of the following manners: (i)
by majority vote of a disinterested quorum of the board of directors, or if such
quorum of disinterested directors cannot be obtained, by a majority vote of a
committee or two or more disinterested directors; (ii) by independent legal
counsel; (iii) by a panel of three arbitrators; (iv) by affirmative vote of
shareholders; (v) by a court; or (vi) with respect to any additional right to
indemnification granted by any other method permitted in Section 180.0859 of the
Wisconsin Statutes.
Reasonable expenses incurred by a director or officer who is a party to a
proceeding may be reimbursed by a corporation at such time as the director or
officer furnishes to the corporation written affirmation of his good faith
belief that he has not breached or failed to perform his duties and a written
undertaking to repay any amounts advanced if it is determined that
indemnification by the corporation is not required.
The indemnification provisions of Sections 180.0850 to 180.0859 are not
exclusive. A corporation may expand an officer's or director's right to
indemnification (i) in its articles of incorporation or
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by-laws; (ii) by written agreement, (iii) by resolution of its board of
directors; or (iv) by resolution of a majority of all of the corporation's
voting shares then issued and outstanding.
As permitted by Section 180.0859, the Registrant has adopted
indemnification provisions in its By-Laws which closely track the statutory
indemnification provisions with certain exceptions. In particular, Article VIII
of the Registrant's By-Laws provides that payment or reimbursement of expenses,
subject to certain limitations, will be mandatory rather than permissive.
The Registrant maintains and has in effect insurance policies covering all
of their respective directors and officers against certain liabilities for
actions taken in such capacities, including liabilities under the Securities Act
of 1933.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
See Exhibit Index
(b) Financial Statement Schedules.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
(4) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement,
by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(5) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
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registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described under
Item 20 or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(6) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(7) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(8) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date
of the registration statement through the date of responding to the
request.
(9) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Neenah,
State of Wisconsin, on August 11, 1997.
NEENAH FOUNDRY COMPANY
By: *
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Name: James K. Hildebrand
Title: Chairman and Chief
Executive Officer
POWER OF ATTORNEY
The undersigned hereby severally constitute and appoint Gary W. LaChey for
the undersigned in any and all capacities, with the power of substitution, to
sign any amendment to this Registration Statement, and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE CAPACITY DATE
- ------------------------------------- ------------------------------------------------------
* Chairman of the Board and Chief August 11, 1997
- ------------------------------------- Executive Officer (principal
James K. Hildebrand executive officer)
* Vice President and General Manager August 11, 1997
- -------------------------------------
William M. Barrett
/s/ GARY W. LACHEY Vice President -- Finance, Treasurer August 11, 1997
- ------------------------------------- and Secretary (principal financial
Gary W. LaChey officer and accounting officer)
* Vice President -- Manufacturing and August 11, 1997
- ------------------------------------- Engineering
Charles M. Kurtti
* Director August 11, 1997
- -------------------------------------
David F. Thomas
* Director August 11, 1997
- -------------------------------------
John D. Weber
* Director August 11, 1997
- -------------------------------------
Brenton F. Halsey
*By: /s/ GARY W. LACHEY
- -------------------------------------
Gary W. LaChey
Attorney-in-fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Neenah,
State of Wisconsin, on August 11, 1997.
Hartley Controls Corporation
By: *
------------------------------------
Name: James K. Hildebrand
Title: Chairman and President
POWER OF ATTORNEY
The undersigned hereby severally constitute and appoint Gary W. LaChey for
the undersigned in any and all capacities, with the power of substitution, to
sign any amendment to this Registration Statement, and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated:
SIGNATURE CAPACITY DATE
- ------------------------------------- ------------------------------------- ----------------
* Chairman and President (principal August 11, 1997
- ------------------------------------- executive officer)
James K. Hildebrand
* Vice President and General Manager August 11, 1997
- -------------------------------------
William J. Martin
/s/ GARY W. LACHEY Vice President -- Finance, Treasurer August 11, 1997
- ------------------------------------- and Secretary (principal financial
Gary W. LaChey officer and accounting officer)
* Vice President -- Human Resources August 11, 1997
- -------------------------------------
John Z. Rader
* Director and Vice President and August 11, 1997
- ------------------------------------- Assistant Secretary
John D. Weber
* Director August 11, 1997
- -------------------------------------
David F. Thomas
* Director August 11, 1997
- -------------------------------------
Brenton F. Halsey
*By: /s/ GARY W. LACHEY
- -------------------------------------
Gary W. LaChey
Attorney-in-fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Neenah,
State of Wisconsin, on August 11, 1997.
NEENAH TRANSPORT, INC.
By: *
------------------------------------
Name: James K. Hildebrand
Title: Chairman and President
POWER OF ATTORNEY
The undersigned hereby severally constitute and appoint Gary W. LaChey for
the undersigned in any and all capacities, with the power of substitution, to
sign any amendment to this Registration Statement, and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated:
SIGNATURE CAPACITY DATE
- ------------------------------------------ -------------------------------- ----------------
* Chairman and President August 11, 1997
- ------------------------------------------ (principal executive officer)
James K. Hildebrand
/s/ GARY W. LACHEY Vice President -- Finance, August 11, 1997
- ------------------------------------------ Treasurer and Secretary
Gary W. LaChey (principal financial officer
and accounting officer)
* Vice President -- Human August 11, 1997
- ------------------------------------------ Resources
John Z. Rader
* Director and Vice President and August 11, 1997
- ------------------------------------------ Assistant Secretary
John D. Weber
* Director August 11, 1997
- ------------------------------------------
David F. Thomas
* Director August 11, 1997
- ------------------------------------------
Brenton F. Halsey
*By: /s/ GARY W. LACHEY
---------------------------------------
Gary W. LaChey
Attorney-in-fact
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EXHIBIT INDEX
EXHIBITS
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2.1 Agreement and Plan of Reorganization, dated November 20, 1996, by and among NFC
Castings, Inc., NC Merger Company and Neenah Corporation.**
2.2 First Amendment to Agreement and Plan of Reorganization, dated as of January 13,
1997, by and among NFC Castings, Inc., NC Merger Company and Neenah Corporation.**
2.3 Second Amendment to Agreement and Plan of Reorganization, dated as of February 21,
1997, by and among NFC Castings, Inc., NC Merger Company and Neenah Corporation.**
2.4 Third Amendment to Agreement and Plan of Reorganization, dated as of April 3, 1997,
by and among NFC Castings, Inc., NC Merger Company and Neenah Corporation.**
2.5 Merger Agreement, made as of July 1, 1997, by and between Neenah Corporation and
Neenah Foundry Company.**
2.6 Articles of Merger of Neenah Foundry Company into Neenah Corporation, dated as of
July 1, 1997.**
3.1 Restated Articles of Incorporation of Neenah Foundry Company.**
3.2 By-laws of Neenah Foundry Company.**
3.3 [Intentionally omitted].
3.4 [Intentionally omitted].
3.5 Restated Articles of Incorporation of Hartley Controls Corporation.**
3.6 By-laws of Hartley Controls Corporation.+
3.7 Restated Articles of Incorporation of Neenah Transport, Inc.**
3.8 By-laws of Neenah Transport, Inc.+
4.1 Indenture dated as of April 30, 1997 among NC Merger Company and United States Trust
Company of New York.**
4.2 Purchase Agreement dated as of April 23, 1997 among NC Merger Company, Chase
Securities Inc. and Morgan Stanley & Co. Incorporated.**
4.3 Exchange and Registration Rights Agreement dated as of April 30, 1994 among Neenah
Corporation, Neenah Foundry Company, Hartley Controls Corporation, Neenah Transport,
Inc. and Chase Securities, Inc.**
4.4 First Supplemental Indenture, dated as of April 30, 1997 among Neenah Corporation,
Neenah Foundry Company, Neenah Transport, Inc. and Hartley Controls Corporation and
United States Trust Company of New York.**
4.5 Letter Agreement, dated as of April 30, 1997 among Neenah Corporation, Neenah
Foundry Company, Hartley Controls Corporation and Neenah Transport, Inc. and Chase
Securities Inc. and Morgan Stanley & Co. Incorporated.**
4.6 Form of Global Note related to the Indenture dated as of April 23, 1997.**
4.7 Indenture dated as of July 1, 1997 among Neenah Corporation, Neenah Foundry Company,
Neenah Transport, Inc., Hartley Controls Corporation and United States Trust Company
of New York.**
4.8 Purchase Agreement dated as of June 26, 1997 among Neenah Corporation, Neenah
Foundry Company, Hartley Controls Corporation, Neenah Transport, Inc. and Chase
Securities Inc.**
4.9 Exchange and Registration Rights Agreement dated as of July 1, 1997 by and between
Neenah Corporation, Neenah Foundry Company, Hartley Controls Corporation, Neenah
Transport, Inc. and Chase Securities, Inc.**
4.10 Form of Global Note related to the Indenture dated as of July 1, 1997.**
5.1 Opinion of Kirkland & Ellis.*
8.1 Opinion of Kirkland & Ellis as to federal income tax consequences.**
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EXHIBITS
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10.1 Master Lease Agreement between Neenah Foundry Company and Bank One Leasing
Corporation dated December 14, 1992.+
10.2 Agreement between Neenah Foundry Company and Rockwell International Corporation
effective April 1, 1995. (Subject to a request for confidential treatment)*
10.3 Letter Agreement between Neenah Foundry Company and Eaton Corporation dated April 4,
1996. (Subject to a request for confidential treatment)*
10.4 [Intentionally omitted].
10.5 1996-1998 Collective Bargaining Agreement between Neenah Foundry Company and Local
121B Glass, Molders, Pottery, Plastics and Allied Workers International Union
AFL-CIO-CLC.**
10.6 1995-1997 Collective Bargaining Agreement between Neenah Foundry Company and The
Independent Patternmakers Union of Neenah, Wisconsin.**
10.7 Credit Agreement, dated as of April 30, 1997 among Chase Manhattan Bank, N.A., NFC
Castings, Inc. and NC Merger Company.**
10.8 Employment Agreement dated September 9, 1994 between the Neenah Corporation Neenah
Foundry Company, Hartley Controls Corporation, Neenah Transport, Inc. and James P.
Keating, Jr.**
10.9 Consulting Agreement dated September 9, 1994 between the Neenah Foundry Company and
the Guarantors and James P. Keating, Jr.**
10.10 First Amendment to Employment Agreement, dated September 9, 1994, between Neenah
Foundry Company, Neenah Corporation, Hartley Controls Corporation and James P.
Keating, Jr.**
10.11 Pledge Agreement dated as of April 30, 1997, among NC Merger Company, a Wisconsin
corporation, NFC Castings, Inc., a Delaware corporation.**
10.12 Subsidiary Guarantee Agreement dated as of April 30, 1997, among each of the
subsidiaries listed of NC Merger Company, a Wisconsin corporation, and The Chase
Manhattan Bank, a New York banking corporation, as collateral agent for the secured
parties.**
10.13 Parent Guarantee Agreement dated as of April 30, 1997, between NFC Castings, Inc., a
Delaware corporation and The Chase Manhattan Bank, a New York banking corporation,
as collateral agent for the secured parties.**
10.14 Security Agreement dated as of April 30, 1997, among NC Merger Company, a Wisconsin
corporation, each subsidiary of the borrower and The Chase Manhattan Bank, a New
York banking corporation, as collateral agent for the secured parties.**
10.15 Form of Mortgage.**
12.1 Statement Regarding Computation of Ratios of Earnings to Fixed Charges.**
21.1 Subsidiaries of the Registrant.**
23.1 Consent of Ernst & Young LLP.**
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).*
24.1 Powers of Attorney (included in signature page).**
25.1 Statement of Eligibility of Trustee on Form T-1.**
99.1 Form of Letter of Transmittal.**
99.2 Form of Notice of Guaranteed Delivery.**
99.3 Form of Tender Instructions.**
- ---------------
* Filed herewith
** Filed as an exhibit to the Registrant's Registration Statement on Form S-4
(Registration No. 333-28751) and incorporated herein by reference.
+ To be filed by amendment