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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: September 21, 1998
NEENAH FOUNDRY COMPANY
(Exact name of registrant as it appears in its charter)
Wisconsin 39-1580331
(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
(Address of principal executive offices) (Zip Code)
(920) 725-7000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 8, 1998, Neenah Foundry Company (the "Company") completed
its acquisition of Dalton Corporation, an Indiana corporation, and its
subsidiaries Dalton Corporation, Warsaw Manufacturing Facility, an Indiana
corporation, Dalton Corporation, Kendallville Manufacturing Facility, an Indiana
corporation, Dalton Corporation, Ashland Manufacturing Facility, an Ohio
corporation, and Dalton Corporation, Stryker Machining Facility Co., an Ohio
Corporation (collectively referred to herein as "Dalton"). Pursuant to the
transaction, the Company purchased 100% of the capital stock of Dalton
Corporation from the Dalton Corporation Employee Stock Ownership Plan & Trust
for aggregate consideration of $102.36 million in cash. The acquisition of
Dalton was financed through drawings under the Tranche A term loan facility, an
additional Tranche B term loan facility and a Multi-Draw Acquisition Revolver
under the Company's Amended and Restated Credit Agreement dated as of April 30,
1997, as amended as of September 12, 1997, as of April 3, 1998 and as of
September 8, 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 Dalton to create an additional $70.0
million Tranche B term loan facility and a $50.0 million Multi-Draw Acquisition
Revolver in addition to the Company's existing $50.0 million revolving loan
facility and term loan facility.
Dalton manufactures and sells gray iron castings, primarily to the
refrigeration, air conditioning, automotive/truck and heavy equipment
industries. Dalton will operate as a wholly owned subsidiary of the Company out
of four facilities in Warsaw, Indiana, Kendalville, Indiana, Ashland, Ohio and
Stryker, Ohio 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 Dalton. In addition to the properties listed below,
Dalton currently leases nine (9) properties which are used for warehouse space,
sales offices, aircraft hangar space and concrete loading areas. The Company
currently has no plans to alter the existing usage of these properties.
LOCATION USE OWNED OR APPROXIMATE
LEASED AREA
1900 East Jefferson Street Manufacturing facilities, Owned 315,589 square
Warsaw, IN 46580 warehousing and office feet
space
1681 Orange Road Manufacturing facilities, Owned 83,681 square
Ashland, OH 44805 warehousing and office feet
space
200 West Ohio Street Manufacturing facilities, Owned 238,193 square
Kendalville, IN 46755 warehousing and office feet
space
310 Ellis Street Manufacturing, machining Owned 31,690 square
Stryker, OH 43557 and office space feet
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ITEM 5. OTHER EVENTS
On September 8, 1998, the Company acquired 100% of the capital stock of
Advanced Cast Products, Inc. a Delaware corporation ("ACP"), pursuant to a
capital contribution from its indirect parent, ACP Holding Company. In
connection with the transaction, the Company repaid certain outstanding
indebtedness of ACP through advances under Tranche A of the Company's Amended
and Restated Credit Agreement dated as of April 30, 1997, as amended as of
September 12, 1997 and April 3, 1998. ACP is a ductile iron foundry specializing
in iron castings for the railroad, automotive/truck and heavy equipment markets.
ACP operates out of 3 principal facilities in Meadville, Pennsylvania, Ironton,
Ohio and Easton, Massachusetts 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), ACP 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 Dalton are not
available at this time, and will be filed in an
amendment to this 8-K within 60 days of the date
hereof.
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(b) Pro Forma Financial Information
The pro forma financial information for the Company
and Dalton is not available at this time, and will be
filed in an amendment to the 8-K within 60 days of
the date hereof.
(c) Exhibits
2.1 Stock Purchase Agreement for the acquisition
of Dalton dated as of August 7, 1998 by and
among Neenah Foundry Company, Dalton
Corporation and the Dalton Corporation
Employee Stock Ownership Plan and Trust.
10.1 Credit Agreement dated as of April 30, 1997
as Amended and Restated as of September 12,
1997, as of April 3, 1998 and as of
September 8, 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.
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
September 21, 1998 By: /s/ Gary W. LaChey
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Name: Gary W. LaChey
Title: Vice President-Finance,
Secretary and Treasurer
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