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): MAY 25, 2006
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))
Note: This Current Report on Form 8-K should be read in conjunction with
the registrant's Current Report on Form 8-K dated May 19, 2006 filed on May 24,
2006. ACP Holding Company, a Delaware corporation ("ACP") is the indirect parent
of the registrant, Neenah Foundry Company, a Wisconsin corporation ("Neenah").
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
In connection with the purchase of the ACP Securities (as defined below in
Item 5.01) by Tontine Capital Partners L.P. ("Tontine"), the provisions of the
Stockholders Agreement, dated as of October 8, 2003 (the "Stockholders
Agreement"), among ACP, the Management Stockholders (as defined therein), MacKay
Shields LLC ("MacKay Shields"), Citicorp Mezzanine III, L.P. and certain of its
affiliates, collectively ("CM-III") and certain affiliates of Trust Company of
the West ("TCW" and with MacKay Shields and CM-III, the "Major Sellers")
terminated on May 25, 2006.
The Stockholders Agreement, among other things, (i) governed the
composition of the board of directors of ACP and its subsidiaries, including
Neenah, (ii) established the requisite approvals for certain significant
corporate transactions (including acquisitions and dispositions of material
businesses or assets, and the incurrence of debt), and (iii) provided for
certain rights, requirements and restrictions with respect to the sale or
transfer of ACP Securities.
A copy of the Stockholders Agreement is filed as Exhibit 10.1 hereto and
is incorporated herein by reference.
ITEM 2.04. TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
The purchase of the ACP Securities by Tontine (discussed in Item 5.01
below) constitutes a Change of Control of Neenah, as defined in the indentures
(the "Indentures") governing Neenah's $133.1 million of outstanding 11% Senior
Secured Notes due 2010 (the "11% Notes) and $100 million of outstanding 13%
Senior Subordinated Notes due 2013 (the "13% Notes" and collectively with the
11% Notes, the "Notes"). In accordance with the Indentures, upon a Change of
Control, Neenah is required to commence, within 30 days following a Change of
Control, a tender offer to purchase all outstanding 11% Notes, and within 30
days following completion of that tender offer Neenah is required to commence a
tender offer to purchase all outstanding 13% Notes. Both tender offers are
required to be made at a price of 101% of the principal amount of the Notes,
plus accrued and unpaid interest to the date of purchase. Neenah has entered
into an agreement with Tontine (the "Letter Agreement") whereby Tontine has
agreed that Tontine or an affiliate will acquire directly any Notes that are
tendered in the tender offers.
A copy of the Letter Agreement is filed as Exhibit 10.2 hereto and is
incorporated herein by reference.
2
ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.
As previously disclosed in Neenah's Current Report on Form 8-K dated May
19, 2006 and filed on May 24, 2006, ACP received a Transfer Notice (the
"Transfer Notice") along with an executed Securities Purchase Agreement, dated
as of May 19, 2006 (the "Securities Purchase Agreement"), by and among Tontine,
the Major Sellers and Metropolitan Life Insurance Company ("Met Life"). On May
25, 2006, pursuant to the Securities Purchase Agreement, Tontine purchased all
of the shares of common stock of ACP (the "Shares") and warrants to purchase
Shares for an exercise price of $.01 per Share (the "Warrants" and together with
the Shares, the "ACP Securities") held by the Major Sellers and Met Life for
$1.80 per Share and $1.79 per Warrant, payable in cash.
On May 26, 2006, Tontine also purchased 1,333,330 Shares for $1.80 per
Share from certain officers and employees of Neenah and/or ACP who collectively
own a total of 4,000,000 Shares (the "Sellers") pursuant to the terms of a Stock
Purchase Agreement, dated as of May 19, 2006 (the "Stock Purchase Agreement").
The Stock Purchase Agreement also grants each Seller a right to "put" an
additional one-third of his Shares, collectively 1,333,330 additional Shares,
subject to specified terms and conditions, to Tontine one year after the initial
closing for $1.80 per Share.
The amount of ACP Securities purchased pursuant to the Securities Purchase
Agreement and the Stock Purchase Agreement was 18,152,355 Shares and 20,992,053
Warrants, representing 48.4% of all Shares outstanding on a fully-diluted basis.
The aggregate consideration paid for such securities was approximately $70.25
million. ACP Securities purchased by Tontine were purchased with working capital
and on margin collateralized by other securities owned by Tontine. Tontine's
margin transactions are with UBS Securities LLC, on such firm's usual terms and
conditions.
As of May 26, 2006, Tontine beneficially owned, in the aggregate,
22,329,467 Shares, and 21,139,220 Warrants, representing 53.8% of all Shares
outstanding on a fully-diluted basis, which includes the 4,177,112 Shares and
147,167 Warrants that Tontine beneficially owned prior to entering into the
Securities Purchase Agreement and the Stock Purchase Agreement.
The information contained in Item 5.02 below is incorporated herein by
reference.
The foregoing descriptions of the Securities Purchase Agreement, the Stock
Purchase Agreement and the Transfer Notice do not purport to be complete and are
qualified in their entirety by reference to such documents, which are filed as
Exhibits 99.1, 99.2 and 99.3 respectively, hereto, and are incorporated herein
by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
The board of directors of ACP consists of five directors. Under the
Stockholders Agreement, MacKay Shields designated two members to the board of
directors and CM-III and TCW each designated one member to the board of
directors. The MacKay
3
Shields designees were Andrew B. Cohen and Benjamin C. Duster, IV, Esq. The
CM-III and TCW designees were Michael J. Farrell and Jeffrey G. Marshall.
Contingent and effective upon consummation of the transactions described
in Item 5.01, Andrew B. Cohen, Benjamin C. Duster, IV and Michael J. Farrell
resigned from the board of directors of ACP and its subsidiaries, including
Neenah (the "Board of Directors").
As previously disclosed, the Board of Directors unanimously elected,
contingent and effective upon consummation of the transactions described in Item
5.01, Joseph V. Lash, David B. Gendell and Stephen E. K. Graham to the Board of
Directors to fill the vacancies created by the resignations of Andrew B. Cohen,
Benjamin C. Duster, IV and Michael J. Farrell. William M. Barrett and Jeffrey G.
Marshall continue to serve on the Board of Directors.
Biographical information for Joseph V. Lash, David B. Gendell and Stephen
E. K. Graham is set forth below.
Joseph V. Lash, 43. Mr. Lash has been with Tontine Partners, a Greenwich,
CT-based investment partnership, since July 2005. Prior to that, Mr. Lash was
Senior Managing Director of Conway, Del Genio, Gries & Co. LLC, a financial
advisory firm, from April 2002 to July 2005. From June 1998 to April 2001, Mr.
Lash was Managing Director of JP Morgan Chase & Co., a financial services firm.
David B. Gendell, 45. Mr. Gendell has been with Tontine Partners, a
Greenwich, CT-based investment partnership, since January 2004. He focuses on
investment opportunities in industrial and manufacturing companies. Prior to
that, Mr. Gendell held senior positions at several venture-backed startups. He
was President and Chief Operating Officer of Homserv, LLC, a privately-held data
aggregator focused on real estate transactions. Prior to that, he served as
President and Chief Operating Officer of Cogent Design Inc., a privately-held
practice management software system.
Stephen E. K. Graham, 48. Mr. Graham has been the Chief Financial Officer
of Shiloh Industries, Inc., a publicly traded manufacturer of automotive
components since joining the Company in October 2001. Prior to that, Mr. Graham
has held the position of Chief Financial Officer with several companies, the
first in 1994 when he joined Truck Components Inc., a publicly traded company
with foundry and machining operations serving the heavy truck, automotive,
construction and agricultural industries. Following his tenure at Truck
Components Inc., Mr. Graham served as the Chief Financial Officer of Dura
Automotive Systems, Inc., also a publicly traded manufacturer of automotive
components from May 1996 until February 2000. After Dura Automotive Systems,
Inc., and immediately before joining Shiloh Industries, Inc., Mr. Graham joined
Republic Technologies International, a fully integrated steel producer.
4
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
No. Description
10.1 Stockholders Agreement, dated October 8, 2003 (incorporated by reference to Exhibit 10.5 to
Neenah's Form S-4 Registration Statement (File No. 333-111008) filed on December 8, 2003)
10.2 Letter Agreement, dated May 18, 2006 (incorporated by reference to Exhibit 10.2 to Neenah's
Form 8-K dated May 19, 2006)
99.1 Securities Purchase Agreement, dated as of May 19, 2006 (incorporated by reference to Exhibit
99.1 to Neenah's Form 8-K dated May 19, 2006)
99.2 Stock Purchase Agreement, dated as of May 19, 2006 (incorporated by reference to Exhibit 99.2
to Neenah's Form 8-K dated May 19, 2006)
99.3 Transfer Notice, dated as of May 19, 2006 (incorporated by reference to Exhibit 99.3 to
Neenah's Form 8-K dated May 19, 2006)
5
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: June 1, 2006 ---------------------------------
Name: Gary W. LaChey
Title: Corporate Vice President - Finance
6
EXHIBIT INDEX
Exhibit
No. Description
10.1 Stockholders Agreement, dated October 8, 2003 (incorporated by reference to Exhibit 10.5 to
Neenah's Form S-4 Registration Statement (File No. 333-111008) filed on December 8, 2003)
10.2 Letter Agreement, dated May 18, 2006 (incorporated by reference to Exhibit 10.2 to Neenah's
Form 8-K dated May 19, 2006)
99.1 Securities Purchase Agreement, dated as of May 19, 2006 (incorporated by reference to Exhibit
99.1 to Neenah's Form 8-K dated May 19, 2006)
99.2 Stock Purchase Agreement, dated as of May 19, 2006 (incorporated by reference to Exhibit 99.2
to Neenah's Form 8-K dated May 19, 2006)
99.3 Transfer Notice, dated as of May 19, 2006 (incorporated by reference to Exhibit 99.3 to
Neenah's Form 8-K dated May 19, 2006)
E-1