UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2005
NEENAH FOUNDRY COMPANY
(Exact name of registrant as specified in its charter)
WISCONSIN 333-28751 39-1580331
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2121 BROOKS AVENUE
P.O. BOX 729
NEENAH, WISCONSIN 54957
(Address of principal executive offices, including Zip Code)
(920) 725-7000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 28, 2005, Neenah Foundry Company amended its bank Loan and Security
Agreement (the "Credit Facility"). The amendment became effective as of July 28,
2005. The following principal changes were made to the Credit Facility: (i) the
revolving loan commitment under the Credit Facility was increased from
$70,000,000 to $92,085,000 (provided, however, that the outstanding aggregate
amount of revolving loans, letters of credit and term loans provided under the
Credit Facility may not exceed the revolving loan commitment at any time), (ii)
the interest rates applicable to revolving loans and term loans were reduced,
(iii) the maturity of the Credit Facility was extended by one year, to October
8, 2009, (iv) the Company was provided additional flexibility to pay deferrable
interest on its outstanding 13% Senior Subordinated Notes due 2013 and to make
repayments, prepayments, redemptions and repurchases of the subordinated notes,
(v) the Company was authorized to sell Mercer Forge Corporation and/or Gregg
Industries, Inc., subject to certain conditions, and (vi) the principal
financial covenant in the Credit Facility was revised in a manner that is more
favorable to the Company than before.
A copy of the amendment to the Credit Facility is attached as Exhibit 10.1 and
is incorporated by reference into this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Number Description
------ -----------
10.1 Amendment No. 1 dated July 28, 2005, to Loan and Security
Agreement dated as of October 8, 2003, by and among Neenah
Foundry Company, its subsidiaries party thereto, the various
lenders party thereto and Fleet Capital Corporation, as agent
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
/s/ Gary W. LaChey
------------------
Date: August 3, 2005 Name: Gary W. LaChey
Title: Corporate Vice President - Finance
EXHIBIT INDEX
Number Description
------ -----------
10.1 Amendment No. 1 dated July 28, 2005, to Loan and Security
Agreement dated as of October 8, 2003, by and among Neenah
Foundry Company, its subsidiaries party thereto, the various
lenders party thereto and Fleet Capital Corporation, as agent