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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: April 14, 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 3, 1998, Neenah Foundry Company (the "Company")
completed its acquisition of Mercer Forge Corporation, a Delaware corporation,
and its subsidiary A&M Specialties, Inc., a Pennsylvania corporation
(collectively referred to herein as "Mercer"). Pursuant to the transaction, the
Company purchased 100% of the capital stock of Mercer from Mercer management,
then current and former directors and officers of Mercer and Rotterdam Ventures,
Inc. for aggregate consideration of $46.9 million in cash. The acquisition of
Mercer was financed through drawings under the Tranche B term loan facility of
the Company's Amended and Restated Credit Agreement, dated as of April 30, 1997,
as amended as of September 12, 1997 and as of April 3, 1998, by and among the
Company, the Chase Manhattan Bank and other Lenders party thereto (the "Credit
Agreement"). The Credit Agreement was amended in connection with the
acquisition of Mercer to create a $75.0 million term loan facility in addition
to the Company's existing $50.0 million revolving loan facility.
Mercer is a closed die forging company, specializing in press
forgings, and also has a machining operation. Mercer serves truck, railroad,
construction and other industrial customers. Mercer will operate as a wholly
owned subsidiary of the Company out of its facilities in Mercer, Pennsylvania
and will continue to operate under its current management team.
As a consequence of this acquisition, the Company acquired
certain real property and leasehold interests described below as well as the
related plant and equipment assets of Mercer. In addition to the properties
listed below, Mercer leases small storage spaces in various locations for books
and records and some inventory. The Company currently has no plans to alter the
existing usage of these properties.
LOCATION USE OWNED OR LEASED APPROXIMATE AREA
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200 Brown Street Manufacturing Owned 14.97 acres improved
Mercer, PA 16137 facilities, by various buildings
warehousing and of approximately
office space 120-130,000 sq. ft.
100 First Street Manufacturing, Leased pursuant to 18,000 sq. feet on
Borough of machining and office lease expiring 2.49 acres of land
Wheatland space October 1999.
Mercer, PA 16161
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ITEM 5. OTHER EVENTS.
On March 30, 1998, the Company completed its acquisition of
Deeter Foundry, Inc., a Nebraska corporation ("Deeter"). Pursuant to the
transaction, the Company purchased 100% of the capital stock of Deeter from
Deeter management, and then current and former directors and officers of Deeter,
for aggregate consideration of $24.3 million in cash and notes. The cash portion
of the transaction was financed out of cash on hand of the Company. Deeter is a
gray iron foundry, specializing in iron castings for the municipal market.
Deeter is located in Lincoln, Nebraska and will be operated as a wholly owned
subsidiary of the Company under the direction of the Company's management.
Based on the provisions of Regulation S-X Rule 3-05(b)(2) and the definition of
"significant subsidiary" contained in Rule 1-02(w), Deeter is not deemed to
be a significant subsidiary.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) Financial Statements of Business Acquired.
Audited financial statements for Mercer are not
available at this time, and will be filed in an
amendment to this 8-K within 60 days of the date
hereof.
(b) Pro Forma Financial Information
The pro forma financial information for the Company
and Mercer is not available at this time, and will
be filed in an amendment to this 8-K within 60 days
of the date hereof.
(c) Exhibits
2.1 Stock Purchase Agreement for the acquisition
of Mercer dated as of April 3, 1998 by and
among Neenah Foundry Company, Mercer Forge
Corporation and the Selling Shareholders of
Mercer.
10.1 Credit Agreement dated as of April 30, 1997
as Amended and Restated as of September 12,
1997 and as of April 3, 1998 by and among
Neenah Foundry Company, NFC Castings, Inc.,
the Chase Manhattan Bank as Administrative
Agent, Chase Securities Inc. as Arranger and
the other Lenders from time to time party
thereto.
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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
April 14, 1998 By: /s/ Gary W. LaChey
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Name: Gary W. LaChey
Title: Vice President-
Finance, Secretary
and Treasurer