1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report: February 27, 1998 NEENAH FOUNDRY COMPANY NEENAH TRANSPORT, INC. HARTLEY CONTROLS CORPORATION (Exact name of registrant as it appears in its charter) Wisconsin 39-1580331 Wisconsin 39-1378433 Wisconsin 39-0842568 (State or other jurisdiction of (IRS Employer ID Number) Incorporation or organization) 333-28751 (Commission File Number) 2121 Brooks Avenue, P.O. Box 729, Neenah, Wisconsin 54957 2121 Brooks Avenue, P.O. Box 729, Neenah, Wisconsin 54957 2400 Holly Road, Neenah, Wisconsin 54956 (Address of principal executive offices) (Zip Code) (920) 725-7000 (920) 725-7000 (920) 734-2689 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS. Neenah Foundry Company (the "Company"), Mercer Forge Corporation ("Mercer") and Rotterdam Venture Partners, Inc., the majority holder of Mercer, have entered into a letter of intent for the acquisition by the Company of all of the outstanding capital stock of Mercer. The parties have received notification of the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 as of February 24, 1998 and are in the process of negotiating definitive documentation. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEENAH FOUNDRY COMPANY NEENAH TRANSPORT, INC. HARTLEY CONTROLS CORPORATION February 27, 1998 By: /s/ Gary W. LaChey ------------------------------------ Name: Gary W. LaChey Title: Vice President-Finance, Secretary and Treasurer