SUBSEQUENT OFFERING PERIOD
OFFER TO PURCHASE
NEENAH FOUNDRY COMPANY
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING
13% SENIOR SUBORDINATED NOTES DUE 2013
(CUSIP NO. 640071AM8)
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THE EXPIRATION TIME (THE TIME THAT THE SUBSEQUENT OFFERING PERIOD WILL EXPIRE)
WILL BE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 28, 2006, UNLESS EXTENDED.
HOLDERS OF NOTES ("HOLDERS") WHO VALIDLY TENDERED NOTES (AS DEFINED BELOW) PRIOR
TO THE CLOSE OF BUSINESS ON THE CHANGE OF CONTROL PUT DATE (AS DEFINED IN THE
ORIGINAL OFFER) AND DO NOT WITHDRAW THEM PRIOR TO 5:00 P.M. ON JULY 24, 2006
WILL RECEIVE THE CHANGE OF CONTROL REPURCHASE PRICE OF $1,019.75 PER $1,000
PRINCIPAL AMOUNT OF NOTES, WHICH INCLUDES ACCRUED INTEREST (CALCULATED AS
DESCRIBED IN THE ORIGINAL OFFER), ON THE CHANGE OF CONTROL PAYMENT DATE. HOLDERS
WHO TENDER DURING THE SUBSEQUENT OFFERING PERIOD AND BEFORE THE EXPIRATION TIME
WILL RECEIVE THE SUBSEQUENT OFFERING PERIOD CHANGE OF CONTROL REPURCHASE PRICE
(AS DEFINED BELOW) ON THE EXPECTED PAYMENT DATE OF AUGUST 31, 2006. IF THE
PAYMENT DATE IS AUGUST 31, 2006, THE SUBSEQUENT OFFERING PERIOD CHANGE OF
CONTROL REPURCHASE PRICE, INCLUDING ACCRUED INTEREST, WILL BE APPROXIMATELY
$1,031.67 PER $1,000 PRINCIPAL AMOUNT OF NOTES.
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Neenah Foundry Company ("Neenah Foundry" or the "Company") is offering
to cause its designee, Tontine Capital Partners, L.P. and/or one or more of its
affiliates ("Tontine"), to purchase for cash (the "Change of Control Offer"),
any and all of its $100,000,000 outstanding 13% Senior Subordinated Notes due
2013 (CUSIP No. 640071AM8) (the "Notes"), on the terms and subject to the
conditions set forth in the Company's Offer to Purchase dated June 22, 2006 (the
"Original Offer," which is incorporated by reference herein and a copy of which
has been furnished or is being furnished with this Subsequent Offering Period
Offer to Purchase), as amended and supplemented hereby (collectively, the
"Offer"). The Offer is being sent to you pursuant to Section 4.21 of the
Indenture pursuant to which the Notes were issued because a Change of Control,
as defined in the Indenture, occurred on May 25, 2006, when Tontine acquired a
majority of the securities (on a fully diluted basis) of ACP Holding Company
("ACP"), the indirect parent of Neenah Foundry. Following commencement of the
Original Offer, some concerns were raised regarding whether the timing of the
Original Offer complied with the timing requirements of Section 4.21 of the
Indenture. Although the Company believes that the timing of the Original Offer
was proper under the circumstances, in response to these concerns, on July 24,
2006, the Company gave notice to Holders of the Notes of its offer to also cause
Tontine to purchase Notes during a subsequent offering period beginning July 25,
2006 and extending through August 28, 2006 (the "Subsequent Offering Period"),
to avoid doubt regarding the performance by the Company of its obligations under
the Indenture.
The deadline for tendering Notes pursuant to the Original Offer (the
"Change of Control Put Date" as defined therein) is July 24, 2006. The Company
promptly will comply with the Original Offer with respect to all Notes validly
tendered by that date and not properly withdrawn.
The Subsequent Offering Period will expire at 5:00 p.m., New York City
time, on August 28, 2006, unless extended by the Company (the "Expiration
Time"). Tontine will pay to each Holder, for each $1,000 principal amount of
Notes validly tendered during the Subsequent Offering Period and prior to the
Expiration Time and not properly withdrawn by the Expiration Time, an amount in
cash equal to 101% of the aggregate principal amount of Notes tendered, plus
accrued and unpaid interest to, but not including, the payment date. If the
payment date is August 31, 2006, as expected, the Subsequent Offering Period
Change of Control Repurchase Price will be approximately $1,031.67 per $1,000
principal amount of Notes. No tenders of Notes will be valid if submitted after
the Expiration Time.
HOLDERS WHO HAVE TENDERED THEIR NOTES IN THE ORIGINAL OFFER BUT WISH TO
INSTEAD HAVE THEIR NOTES PURCHASED AT THE END OF THE SUBSEQUENT OFFERING PERIOD
SHOULD CONTACT THE PAYING AGENT BY 5:00 P.M., NEW YORK CITY TIME, ON JULY 26,
2006. THE CONTACT INFORMATION FOR THE PAYING AGENT IS SET FORTH BELOW.
The obligation to purchase Notes tendered pursuant to the Offer is not
subject to any conditions other than the timely and proper delivery of the Notes
in accordance with the terms of the Offer. See "Conditions to the Offer" in the
Original Offer.
The Paying Agent has informed the Company that, as of the date of the
Original Offer and as of the date hereof, all of the Notes are held in global
form through accounts established with the Depositary Trust Company ("DTC").
Accordingly, Notes tendered hereunder must be delivered through the transmittal
procedures of DTC that are described in the Original Offer. There are no
guaranteed delivery procedures provided by the Company or Tontine in connection
with the Offer.
Notes purchased pursuant to the Offer will be paid for in same-day
funds.
See "Risks to Consider" in the Original Offer for a discussion of some
of the factors Holders should consider in deciding whether or not to participate
in the Offer.
None of Neenah Foundry, Tontine, the Trustee, or the Paying Agent makes
any recommendation as to whether or not you should tender Notes pursuant to the
Offer.
THE ORIGINAL OFFER AND THIS SUBSEQUENT OFFERING PERIOD OFFER TO
PURCHASE AND THE ACCOMPANYING DOCUMENTS CONTAIN IMPORTANT INFORMATION WHICH A
HOLDER SHOULD READ BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER.
The Paying Agent for the Offer is:
THE BANK OF NEW YORK TRUST COMPANY, N.A.
c/o THE BANK OF NEW YORK
CORPORATE TRUST DEPARTMENT
REORGANIZATION UNIT
101 BARCLAY STREET -- 7 EAST
NEW YORK, N.Y. 10286
ATTENTION: MS. DIANE AMOROSO
TELEPHONE: (212) 815-6331
FAX: (212) 298-1915
July 24, 2006