-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L4UdvtPCZ04oGUm6i+Qb1jwNKxMDfB+15xXSKzEn8eS2qnZ0PrqBv6eFl7ES37aB K2qLg8RkU+9lX8wyxFRgXg== 0000950123-97-006731.txt : 19970813 0000950123-97-006731.hdr.sgml : 19970813 ACCESSION NUMBER: 0000950123-97-006731 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970812 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEENAH TRANSPORT INC CENTRAL INDEX KEY: 0001040597 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 391378433 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-28751-01 FILM NUMBER: 97657510 BUSINESS ADDRESS: STREET 1: 2121 BROOKS AVE STREET 2: PO BOX 729 CITY: NEENAH STATE: WI ZIP: 54927 BUSINESS PHONE: 4147257000 MAIL ADDRESS: STREET 1: 2121 BROOKS AVE STREET 2: PO BOX 729 CITY: NEENAH STATE: WI ZIP: 54927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTLEY CONTROLS CORP CENTRAL INDEX KEY: 0001040598 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 391378433 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-28751-02 FILM NUMBER: 97657511 BUSINESS ADDRESS: STREET 1: 2121 BROOKS AVE STREET 2: PO BOX 729 CITY: NEENAH STATE: WI ZIP: 54927 BUSINESS PHONE: 4147257000 MAIL ADDRESS: STREET 1: 2121 BROOKS AVE STREET 2: PO BOX 729 CITY: NEENAH STATE: WI ZIP: 54927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEENAH FOUNDRY CO CENTRAL INDEX KEY: 0001040599 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 390496210 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-28751-03 FILM NUMBER: 97657512 BUSINESS ADDRESS: STREET 1: 2121 BROOKS AVE STREET 2: PO BOX 729 CITY: NEENAH STATE: WI ZIP: 54927 BUSINESS PHONE: 4147257000 MAIL ADDRESS: STREET 1: 2121 BROOKS AVE STREET 2: PO BOX 729 CITY: NEENAH STATE: WI ZIP: 54927 S-4/A 1 AMENDMENT #4 TO S-4: NEENAH 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1997 REGISTRATION NO. 333-28751 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 4 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ NEENAH FOUNDRY COMPANY HARTLEY CONTROLS CORPORATION NEENAH TRANSPORT, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) WISCONSIN 3321 39-1580331 WISCONSIN 3321 39-0842568 WISCONSIN 3321 39-1378433 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
2121 BROOKS AVENUE, BOX 729, NEENAH, WISCONSIN 54927 (414) 725-7000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) C/O GARY W. LACHEY VICE PRESIDENT -- FINANCE, TREASURER AND SECRETARY NEENAH FOUNDRY COMPANY 2121 BROOKS AVENUE, BOX 729, NEENAH, WISCONSIN 54927 (414) 725-7000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: LANCE C. BALK KIRKLAND & ELLIS 153 EAST 53RD STREET NEW YORK, NEW YORK 10022-4675 TELEPHONE: (212) 446-4800 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] ------------------------ CALCULATION OF REGISTRATION FEE ================================================================================
PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE - -------------------------------------------------------------------------------------------------------------------------- Neenah Foundry Company's 11 1/8% Senior Subordinated Notes due 2007, Series B............................ $150,000,000 $1,000 $150,000,000 $51,724.14 Hartley Controls Corporation's Guarantee of 11 1/8% Senior Subordinated Notes due 2007, Series B........ * * * None Neenah Transport, Inc.'s Guarantee of 11 1/8% Senior Subordinated Notes due 2007, Series B............... * * * None ==========================================================================================================================
* Not applicable (1) Estimated solely for the purpose of calculating the registration fee. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 Explanatory Note This Amendment is being filed solely to update the information in Part II of the Registration Statement and the Exhibits filed herewith. No change is being made to the Prospectus which constitutes Part I of this Registration Statement. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION+. SEC Registration Fee...................................................... $51,724 Blue Sky Fees and Expenses................................................ * Printing Expenses......................................................... * Accounting Fees and Expenses.............................................. * Legal Fees and Expenses................................................... * Trustee's Fees and Expenses............................................... * Miscellaneous............................................................. * -------- Total........................................................... $ -- ========
- --------------- + Estimated * To be completed by amendment. ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 180.0850 to 180.0859 of the Wisconsin Statutes require a corporation to indemnify any director or officer who is a party to any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other person. A corporation's obligation to indemnify any such person includes the obligation to pay any judgment, settlement, penalty, assessment, forfeiture or fine, including any excise tax assessed with respect to an employee benefit plan, and all reasonable expenses including fees, costs, charges, disbursements, attorney's and other expenses except in those cases in which liability was incurred as a result of the breach or failure to perform a duty which the director or officer owes to the corporation and the breach or failure to perform constitutes: (i) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the person has reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (iii) a transaction from which the person derived an improper personal profit; or (iv) willful misconduct. Unless otherwise provided in a corporation's articles of incorporation or by-laws or by written agreement, an officer or director seeking indemnification is entitled to indemnification if approved in any of the following manners: (i) by majority vote of a disinterested quorum of the board of directors, or if such quorum of disinterested directors cannot be obtained, by a majority vote of a committee or two or more disinterested directors; (ii) by independent legal counsel; (iii) by a panel of three arbitrators; (iv) by affirmative vote of shareholders; (v) by a court; or (vi) with respect to any additional right to indemnification granted by any other method permitted in Section 180.0859 of the Wisconsin Statutes. Reasonable expenses incurred by a director or officer who is a party to a proceeding may be reimbursed by a corporation at such time as the director or officer furnishes to the corporation written affirmation of his good faith belief that he has not breached or failed to perform his duties and a written undertaking to repay any amounts advanced if it is determined that indemnification by the corporation is not required. The indemnification provisions of Sections 180.0850 to 180.0859 are not exclusive. A corporation may expand an officer's or director's right to indemnification (i) in its articles of incorporation or II-1 4 by-laws; (ii) by written agreement, (iii) by resolution of its board of directors; or (iv) by resolution of a majority of all of the corporation's voting shares then issued and outstanding. As permitted by Section 180.0859, the Registrant has adopted indemnification provisions in its By-Laws which closely track the statutory indemnification provisions with certain exceptions. In particular, Article VIII of the Registrant's By-Laws provides that payment or reimbursement of expenses, subject to certain limitations, will be mandatory rather than permissive. The Registrant maintains and has in effect insurance policies covering all of their respective directors and officers against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits. See Exhibit Index (b) Financial Statement Schedules. ITEM 22. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and (4) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (5) The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new II-2 5 registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 20 or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that: (6) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (7) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (8) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (9) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-3 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neenah, State of Wisconsin, on August 12, 1997. NEENAH FOUNDRY COMPANY By: * ------------------------------------ Name: James K. Hildebrand Title: Chairman and Chief Executive Officer POWER OF ATTORNEY The undersigned hereby severally constitute and appoint Gary W. LaChey for the undersigned in any and all capacities, with the power of substitution, to sign any amendment to this Registration Statement, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE CAPACITY DATE - ------------------------------------- ------------------------------------- --------------- * Chairman of the Board and Chief August 12, 1997 - ------------------------------------- Executive Officer (principal James K. Hildebrand executive officer) * Vice President and General Manager August 12, 1997 - ------------------------------------- William M. Barrett /s/ GARY W. LACHEY Vice President -- Finance, Treasurer August 12, 1997 - ------------------------------------- and Secretary (principal financial Gary W. LaChey officer and accounting officer) * Vice President -- Manufacturing and August 12, 1997 - ------------------------------------- Engineering Charles M. Kurtti * Director August 12, 1997 - ------------------------------------- David F. Thomas * Director August 12, 1997 - ------------------------------------- John D. Weber * Director August 12, 1997 - ------------------------------------- Brenton F. Halsey *By: /s/ GARY W. LACHEY - ------------------------------------- Gary W. LaChey Attorney-in-fact
II-4 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neeneh, State of Wisconsin, on August 12, 1997. Hartley Controls Corporation By: * ------------------------------------ Name: James K. Hildebrand Title: Chairman and President POWER OF ATTORNEY The undersigned hereby severally constitute and appoint Gary W. LaChey for the undersigned in any and all capacities, with the power of substitution, to sign any amendment to this Registration Statement, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURE CAPACITY DATE - ------------------------------------- ------------------------------------- ---------------- * Chairman and President August 12, 1997 - ------------------------------------- (principal executive officer) James K. Hildebrand * Vice President and General Manager August 12, 1997 - ------------------------------------- William J. Martin /s/ GARY W. LACHEY Vice President -- Finance, Treasurer August 12, 1997 - ------------------------------------- and Secretary (principal financial Gary W. LaChey officer and accounting officer) * Vice President -- Human Resources August 12, 1997 - ------------------------------------- John Z. Rader * Director and Vice President and August 12, 1997 - ------------------------------------- Assistant Secretary John D. Weber * Director August 12, 1997 - ------------------------------------- David F. Thomas * Director August 12, 1997 - ------------------------------------- Brenton F. Halsey *By: /s/ GARY W. LACHEY - ------------------------------------- Gary W. LaChey Attorney-in-fact
II-5 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Neenah, State of Wisconsin, on August 12, 1997. NEENAH TRANSPORT, INC. By: * ------------------------------------ Name: James K. Hildebrand Title: Chairman and President POWER OF ATTORNEY The undersigned hereby severally constitute and appoint Gary W. LaChey for the undersigned in any and all capacities, with the power of substitution, to sign any amendment to this Registration Statement, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURE CAPACITY DATE - ------------------------------------------ --------------------------------- ---------------- * Chairman and President August 12, 1997 - ------------------------------------------ (principal executive officer) James K. Hildebrand /s/ GARY W. LACHEY Vice President -- Finance, August 12, 1997 - ------------------------------------------ Treasurer and Secretary Gary W. LaChey (principal financial officer and accounting officer) * Vice President -- Human Resources August 12, 1997 - ------------------------------------------ John Z. Rader * Director and Vice President and August 12, 1997 - ------------------------------------------ Assistant Secretary John D. Weber * Director August 12, 1997 - ------------------------------------------ David F. Thomas * Director August 12, 1997 - ------------------------------------------ Brenton F. Halsey *By: /s/ GARY W. LACHEY --------------------------------------- Gary W. LaChey Attorney-in-fact
II-6 9 EXHIBIT INDEX
EXHIBITS - -------- 2.1 Agreement and Plan of Reorganization, dated November 20, 1996, by and among NFC Castings, Inc., NC Merger Company and Neenah Corporation.** 2.2 First Amendment to Agreement and Plan of Reorganization, dated as of January 13, 1997, by and among NFC Castings, Inc., NC Merger Company and Neenah Corporation.** 2.3 Second Amendment to Agreement and Plan of Reorganization, dated as of February 21, 1997, by and among NFC Castings, Inc., NC Merger Company and Neenah Corporation.** 2.4 Third Amendment to Agreement and Plan of Reorganization, dated as of April 3, 1997, by and among NFC Castings, Inc., NC Merger Company and Neenah Corporation.** 2.5 Merger Agreement, made as of July 1, 1997, by and between Neenah Corporation and Neenah Foundry Company.** 2.6 Articles of Merger of Neenah Foundry Company into Neenah Corporation, dated as of July 1, 1997** 3.1 Restated Articles of Incorporation of Neenah Foundry Company.** 3.2 By-laws of Neenah Foundry Company.** 3.3 [Intentionally omitted]. 3.4 [Intentionally omitted]. 3.5 Restated Articles of Incorporation of Hartley Controls Corporation.** 3.6 By-laws of Hartley Controls Corporation.* 3.7 Restated Articles of Incorporation of Neenah Transport, Inc.** 3.8 By-laws of Neenah Transport, Inc.* 4.1 Indenture dated as of April 30, 1997 among NC Merger Company and United States Trust Company of New York.** 4.2 Purchase Agreement dated as of April 23, 1997 among NC Merger Company, Chase Securities Inc. and Morgan Stanley & Co. Incorporated.** 4.3 Exchange and Registration Rights Agreement dated as of April 30, 1994 among Neenah Corporation, Neenah Foundry Company, Hartley Controls Corporation, Neenah Transport, Inc. and Chase Securities, Inc.** 4.4 First Supplemental Indenture, dated as of April 30, 1997 among Neenah Corporation, Neenah Foundry Company, Neenah Transport, Inc. and Hartley Controls Corporation and United States Trust Company of New York.** 4.5 Letter Agreement, dated as of April 30, 1997 among Neenah Corporation, Neenah Foundry Company, Hartley Controls Corporation and Neenah Transport, Inc. and Chase Securities Inc. and Morgan Stanley & Co. Incorporated.** 4.6 Form of Global Note related to the Indenture dated as of April 23, 1997.** 4.7 Indenture dated as of July 1, 1997 among Neenah Corporation, Neenah Foundry Company, Neenah Transport, Inc., Hartley Controls Corporation and United States Trust Company of New York.** 4.8 Purchase Agreement dated as of June 26, 1997 among Neenah Corporation, Neenah Foundry Company, Hartley Controls Corporation, Neenah Transport, Inc. and Chase Securities Inc.** 4.9 Exchange and Registration Rights Agreement dated as of July 1, 1997 by and between Neenah Corporation, Neenah Foundry Company, Hartley Controls Corporation, Neenah Transport, Inc. and Chase Securities, Inc.** 4.10 Form of Global Note related to the Indenture dated as of July 1, 1997.** 5.1 Opinion of Kirkland & Ellis.* 8.1 Opinion of Kirkland & Ellis as to federal income tax consequences.**
10
EXHIBITS - -------- 10.1 [Intentionally omitted]. 10.2 Agreement between Neenah Foundry Company and Rockwell International Corporation effective April 1, 1995. (Subject to request for confidential treatment)* 10.3 Letter Agreement between Neenah Foundry Company and Eaton Corporation dated April 4, 1996. (Subject to request for confidential treatment)* 10.4 [Intentionally omitted]. 10.5 1996-1998 Collective Bargaining Agreement between Neenah Foundry Company and Local 121B Glass, Molders, Pottery, Plastics and Allied Workers International Union AFL-CIO-CLC.** 10.6 1995-1997 Collective Bargaining Agreement between Neenah Foundry Company and The Independent Patternmakers Union of Neenah, Wisconsin.** 10.7 Credit Agreement, dated as of April 30, 1997 among Chase Manhattan Bank, N.A., NFC Castings, Inc. and NC Merger Company.** 10.8 Employment Agreement dated September 9, 1994 between the Neenah Corporation Neenah Foundry Company, Hartley Controls Corporation, Neenah Transport, Inc. and James P. Keating, Jr.** 10.9 Consulting Agreement dated September 9, 1994 between the Neenah Foundry Company and the Guarantors and James P. Keating, Jr.** 10.10 First Amendment to Employment Agreement, dated September 9, 1994, between Neenah Foundry Company, Neenah Corporation, Hartley Controls Corporation and James P. Keating, Jr.** 10.11 Pledge Agreement dated as of April 30, 1997, among NC Merger Company, a Wisconsin corporation, NFC Castings, Inc., a Delaware corporation.** 10.12 Subsidiary Guarantee Agreement dated as of April 30, 1997, among each of the subsidiaries listed of NC Merger Company, a Wisconsin corporation, and The Chase Manhattan Bank, a New York banking corporation, as collateral agent for the secured parties.** 10.13 Parent Guarantee Agreement dated as of April 30, 1997, between NFC Castings, Inc., a Delaware corporation and The Chase Manhattan Bank, a New York banking corporation, as collateral agent for the secured parties.** 10.14 Security Agreement dated as of April 30, 1997, among NC Merger Company, a Wisconsin corporation, each subsidiary of the borrower and The Chase Manhattan Bank, a New York banking corporation, as collateral agent for the secured parties.** 10.15 Form of Mortgage.** 12.1 Statement Regarding Computation of Ratios of Earnings to Fixed Charges.** 21.1 Subsidiaries of the Registrant.** 23.1 Consent of Ernst & Young LLP.** 23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).* 24.1 Powers of Attorney (included in signature page).** 25.1 Statement of Eligibility of Trustee on Form T-1.** 99.1 Form of Letter of Transmittal.** 99.2 Form of Notice of Guaranteed Delivery.** 99.3 Form of Tender Instructions.**
- --------------- * Filed herewith ** Previously filed EX-3.6 2 BYLAWS 1 EXHIBIT 3.6 BYLAWS OF HARTLEY CONTROLS CORPORATION As Amended and Restated June 13, 1989 1. The number of directors of this corporation shall be three (3). A director who is or was employed by the corporation (or an affiliated corporation) shall be eligible for re-election as a director of the corporation only so long as he or she is actively so employed. 2. The date of the annual meeting of shareholders shall be not earlier than the second Tuesday in April nor later than the third Tuesday in June, as determined each year by the President, and the time and place of meeting shall be such as shall be fixed by the Secretary and specified in the notice or waiver of notice of such meeting. 3. Regular or special directors' meetings may be held upon 48 hours' written notice given in person or by telegraphing or depositing the same in the mail, addressed to each director at his or her address as set froth in the records of the corporation. 4. Notice of any meeting of shareholders or directors may be waived, and actions by shareholders or directors may be taken by unanimous written consent without a meeting, as provided by Sections 180.89 and 180.91 of the Wisconsin Business Corporation Law, or any successor provisions thereto. 5. The duties of the respective officers shall be such as usually pertain to their offices and such other duties as may be prescribed by the Board of Directors. The Board of Directors may delegate the duties of any officer to any other officer or to any assistant officer or other person designated by its for that purpose. 6. The fiscal year of the corporation shall begin on the first day of April and end on the last day of March in each year. 7. These bylaws may be amended by the Board of Directors or by the shareholders. CFS/190/69334006 060989 EX-3.8 3 BYLAWS 1 EXHIBIT 3.8 BYLAWS OF NEENAH TRANSPORT, INC. As Amended and Restated June 13, 1989 1. The number of directors of this corporation shall be three (3). A director who is or was employed by the corporation (or an affiliated corporation) shall be eligible for re-election as a director of the corporation only so long as he or she is actively so employed. 2. The date of the annual meeting of shareholders shall be not earlier than the second Tuesday in April nor later than the third Tuesday in June, as determined each year by the President, and the time and place of meeting shall be such as shall be fixed by the Secretary and specified in the notice or waiver of notice of such meeting. 3. Regular or special directors' meetings may be held upon 48 hours' written notice given in person or by telegraphing or depositing the same in the mail, addressed to each director at his or her address as set froth in the records of the corporation. 4. Notice of any meeting of shareholders or directors may be waived, and actions by shareholders or directors may be taken by unanimous written consent without a meeting, as provided by Sections 180.89 and 180.91 of the Wisconsin Business Corporation Law, or any successor provisions thereto. 5. The duties of the respective officers shall be such as usually pertain to their offices and such other duties as may be prescribed by the Board of Directors. The Board of Directors may delegate the duties of any officer to any other officer or to any assistant officer or other person designated by its for that purpose. 6. The fiscal year of the corporation shall begin on the first day of April and end on the last day of March in each year. 7. These bylaws may be amended by the Board of Directors or by the shareholders. CFS/190/69334007 060989 EX-5.1 4 KIRKLAND & ELLIS 1 EXHIBIT 5.1 [LETTERHEAD OF KIRKLAND & ELLIS] To Call Writer Direct: 212 446-4800 August 12, 1997 Neenah Foundry Company Hartley Controls Corporation Neenah Transport, Inc. 2121 Brooks Avenue, Box 729 Neenah, Wisconsin 54927 Re: Series B 11-1/8% Senior Subordinated Notes due 2007 Ladies and Gentlemen: We are acting as special counsel to Neenah Foundry Company, a Wisconsin corporation (the "Company"), Hartley Controls Corporation, a Wisconsin corporation ("Hartley") and Neenah Transport, Inc., a Wisconsin corporation ("Transport", and together with the Company and Hartley, the "Registrants") in connection with the proposed registration by the Company of up to $150,000,000 in aggregate principal amount of the Company's Series B 11-1/8% Senior Subordinated Notes due 2007 (the "Exchange Notes"), pursuant to a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the "Commission") on July 25, 1997 under the Securities Act of 1933, as amended (the "Securities Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"), for the purpose of effecting an exchange offer (the "Exchange Offer") for the Company's 111/8% Senior Subordinated Notes due 2007 (the "Old Notes"). The Exchange Notes are to be issued pursuant to the Indenture (the "Indenture"), dated as of April 30, 1997, among the Registrants and United States Trust Company of New York, as Trustee, in exchange for and in replacement of the Company's outstanding Old Notes, of which $150,000,000 in aggregate principal amount is outstanding. In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents of each of the Registrants, (ii) minutes and records of the corporate proceedings of each of the 2 Neenah Foundry Company July 25, 1997 Page 2 Registrants with respect to the issuance of the Exchange Notes, (iii) the Registration Statement and exhibits thereto and (iv) the Exchange and Registration Rights Agreement, dated as of April 30, 1997, among the Registrants, Chase Securities, Inc. and Morgan Stanley & Co. Incorporated. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Registrants, and the due authorization, execution and delivery of all documents by the parties thereto other than the Registrants. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others. Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that: (1) Each of the Registrants is a corporation existing and in good standing under the Wisconsin Business Corporation Law. (2) The sale and issuance of the Exchange Notes has been validly authorized by the Company. (3) When the Exchange Notes are issued pursuant to the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Registrants and the Indenture will be enforceable in accordance with its terms. 3 Neenah Foundry Company July 25, 1997 Page 3 Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies and (iv) any laws except the laws of the State of New York. We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern. For purposes of the opinion in paragraph 1, we have relied exclusively upon recent certificates issued by the Wisconsin Secretary of State and such opinion is not intended to provide any conclusion or assurance beyond that conveyed by such certificates. We have assumed without investigation that there has been no relevant change or development between the respective dates of such certificates and the date of this letter. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of the rules and regulations of the Commission. We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or "Blue Sky" laws of the various states to the issuance of the Exchange Notes. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York be changed by legislative action, judicial decision or otherwise. 4 Neenah Foundry Company July 25, 1997 Page 4 This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes. Yours very truly, KIRKLAND & ELLIS EX-10.2 5 AGREEMENT BETWEEN NEENAH AND ROCKWELL 1 Exhibit 10.2 REDACTED [Note: Certain confidential portions of this document have been omitted and filed separately with the Securities and Exchange Commission. The omitted confidential information is marked throught the document with a "*"] NEENAH FOUNDRY T-78155 ATTACHMENT A SPECIAL PROVISIONS 1) CONTRACT TERM The initial term of this Agreement shall begin effective April 1, 1995 and end March 31, 1998. The parties agree to meet to negotiate new Agreement not less than 90 days prior to contract expiration and further agree to complete said negotiations not less than 60 days from the date said negotiation began, except that the date may be extended or otherwise changed upon mutual agreement in writing signed by both parties. 2) VOLUME/CAPACITY COMMITMENT Buyer agrees to purchase at least of its requirements for the Products listed on Attachment 1A, 1 B. 1 C* and 1 D; subject to ISIR approval by Buyer and subject to Products demonstrating acceptable machineability during pre-production qualification testing at Buyers plant or at a designated outside machining source. 2 REDACTED Seller agrees to provide Buyer the necessary capacity to meet 100% of Buyers U. S. and Canadian schedules, unless Buyer's product requirements exceed Sellers total equipment capacity. 3) SCRAP SURCHARGE a) The prices set forth on Attachments 1A through 1D at the time this Agreement is signed shall be known as Base Prices. The Base Price for each Product shall be adjusted up Of down for the cost associated with changes in specifications and for the adjustments made pursuant to Paragraph 4, and each price, as adjusted, shall be the new Base Price for the Product in question. Base Prices shall not be affected by any scrap adjustments made pursuant to this Paragraph 3. b) The effective price for a Product shall be determined by application of a steel scrap adjustment to the then current Base Price according to the formula provided below. Steel scrap adjustment shall be calculated on a semi-annual basis and shall be effective beginning April 1, 1995 and upon each October 1 and April 1 thereafter. c) The base cost of scrap included in the base pricing is $150.00/gross ton. The formula set forth below shall be used to calculate the amount of the steel scrap adjustment when average price (HAP-) exceeds $150.00 per gross ton, downward when price drops below S135.00 per gross ton per the formula shown below. 2 3 REDACTED d) The AP of scrap for six months immediately prior to the April 1 or October 1 steel scrap adjustment date shall be determined by averaging the midpoint of the range shown for the prices for the preceding six months as shown in the Chicago District Iron Ace for low phosphate steel plate 2' and under. e) The amount of the scrap adjustment equals ({AP-BP}/2240) x A where BP equals the scrap base of $150.000/gross ton, A equals the weight in pounds per part number as shown on the Attachments. f) The amount of the scrap adjustment for each period shall be added to the Base Price to determine the operative price for the period. If the AP of steel scrap is between $135.00/ton and $150.00/ton, We Base Price shall be used as the operative price for the applicable period. g) The AP effective on April 1, 1995 and reflected in the initial purchase order prices shall be */'gross ton. 4) PRICING Seller agrees chat base prices for Products identified on Attachments 1A - 1D shall be in accordance with the attached schedule. 5) MACHINE SCRAP 3 4 REDACTED Seller agrees that if Buyer returns Products as defective or non-conforming, Seller shall reimburse Buyer Me When effective price of the Product as shown on the Attachments. Additionally, in the event Buyer has begun machining of Products prior to their identification as unacceptable, Seller agrees to reimburse Buyer on a part number basis its cost not to exceed the value indicated in Attachment II, of said machining as outlined below (hereinafter, the Machine Chargeback Policy). a) In the event Buyer identifies Products as unacceptable, Buyer agrees to promptly notify Seller as below: i. Buyer will promptly contact Seller by telephone or fax, identifying any defective material problem prior to any action by Buyer. ii. Buyer will provide Seller with the opportunity to promptly replace or repair defective material. Seller agrees that replacement of defective material must be done so as not to interrupt Buyer's production schedule. iii. Buyer may in certain instances considered critical by Buyer and after notification to Seller proceed with the machining of defective material in order to salvage satisfactory parts. Buyer agrees to pursue all practical alternatives in an attempt to minimize cost for such work. Seller agrees to absorb machine scrap costs resulting from defective Products at the rate indicated in Attachment 11. 4 5 REDACTED iv. In the event sorting or salvage of Products must be done by the Buyer to accommodate customer needs, a rate of */hour will be charged to Seller for actual hours required for this task. Seller has the right to sort in Buyers plant if time permits. v. If Products are not salvageable and replacement is the only resource, all costs as listed in paragraph 5 are applicable. vi. Seller field quality personnel will make pant visits in a timely manner to review rejected Products and make dispositions. Buyer will provide assistance to Sellers representative without cost to Seller. 6) DELIVERY Seller will be financially responsible for all costs which result from the Sellers failure to deliver Products within the following parameters: All Products ordered on Buyers Vendor Release & Shipping Schedule supplied from Seller's plants two (2) and three (3) will be guaranteed shipped within twenty (20) working days from receipt of the schedule. Working days are defined as Mondays through Fridays exclusive of national holidays. Seller agrees to attempt to make schedule changes upon shorter notice from Buyer; however, Buyer recognizes that Sellers production scheduling system limits aggregate volume changes to +/ 10% for change requests for shipment within twenty (20) working 5 6 REDACTED days from the change request. Buyer also agrees h use its release to schedule material according to the normal parameters of that schedule and afford Seller of as much advance notice of schedule changes as possible within the above. Sellers responsibility for costs attributable to late delivery are limited to the sum of the elements listed below a. Premium freight cost both to Buyer and to the end customer. b. Overtime premium costs at Buyer or its subcontractors. c. Incremental setup costs at Buyer or its subcontractors. d. Other delivery related costs which are mutually agreeable to Buyer and Seller. Buyer recognizes that circumstances arise where failure to perform within specified time frames is not entirely under Sellers control (i.e., timely feedback from Buyer on quality problems, blue print interpretation differences, machine tool setup changes, or events of force majeure). Under such circumstances, Buyer and Seller will mutually agree to responsibilities and incidental delivery costs. 7) THIRD PARTY AUTHORIZATION Products on the Purchase Order and Products which may be added to the Purchase Order during the term of this Agreement, may be purchased by a Buyer location other than that shown on Buyer's purchase order during the term of this Agreement. Furthermore, Buyer may direct shipments of their product to a third park location. These Products will be 6 7 REDACTED supplied to the designated location at the same price as at the original location. Shipping terms shall be FOB Sellers plant. In the event Buyers non-North American locations desire to purchase Products from Seller, the price of said Products will be the same as the price for Products hereunder. Any such purchase will be made under a separately negotiated Agreement but under terms and conditions in commensurate with those of this Order. 8) TECHNOLOGY CHANGE If, at any time during the term of this Agreement, a major technological change should occur which would, in Buyers sole judgment, make like Products purchased from another supplier more attractive or necessary to Buyer, then Buyer may terminate separate Products of the Agreement by giving written notice to Seller, which will become effective twelve (12) months (or such shorter time as may be mutually agreed upon by the parties) after receipt of said notice by Seller. During said notice period Seller shall have the opportunity to acquire such technology and produce and substitute Products derived therefrom at competitive prices, or, subject to Buyers consent, supply the Products shown on the Purchase Order at prices competitive to those derived by the new technology and at a quality similar to those derived from such new technology. Seller shall have the right to renegotiate pricing with Buyer if major technology changes results in purchase by Buyer being less than 50% of the previous annual tonnage. 7 8 REDACTED 9) PLANT CLOSING In the event Seller contemplates the closing of a plant or plants that affects Seller's performance hereunder, Seller shall immediately notify Buyer of such __________________. Seller further agrees to provide manufacturing, engineering, and technical assistance to Buyer to provide a smooth transition and to aid the new supply source selected by Buyer. 10) TOOLING Seller will provide day to day maintenance of tooling due to normal use Once tooling has been determined to be worn out from normal production use, Buyer agrees to pay replacement costs to a level not to exceed a total of * per agreement year. Seller is responsible to initiate a request to replace tooling with appropriate justification. Tool modification resulting from Buyer's engineering changes will be at the cost and expense of Buyer. 11) RETURNABLE CONTAINER PROGRAM Seller agrees to assist Buyer in the event a "returnable container" program is established. In the event a returnable container program is initiated Seller agrees to reduce it's prices for the Products on the Purchase Order by an amount equal to the costs charged to Buyer 8 9 REDACTED for packaging which includes but may not be limited to costs for pallets, dividers, separators, binding, wrapping, preservatives and labor. 12) VALUE ENGINEERING Seller agrees to provide technical assistance and implement value engineering programs which include weigh/cost reductions. Seller agrees that Buyer will share equally all cost savings associated with any value engineering effort upon implementation of same. 13) QUALITY RATING Buyer shall have the right to terminate this Agreement for cause in the event that Seller fails to maintain the below listed Buyer Quality Ratings: Location Ratings -------- ------- Sellers Plant #2, #3 Rating #2 14) ACCOUNTS PAYABLE Seller agrees that Buyers scheduled payments are net 5th proxl2nd 5th prox. (Shipments made during the first month through the tenth of the current month will be paid by the fifth of the following month. Shipments made during the 11th through the 31st of the current month will be paid by the fifth of the second following month). 9 10 REDACTED 15) COMPARATIVE PRICING GUARANTEE Seller agrees that Buyer may add additional Products to this contract. Seller agrees that for Products added to the Attachments, Buyer shall receive prices in accordance with Paragraph 4 based on reasonable comparative pricing with like part numbers from the same product family processed from similar molding equipment. 16) CATASTROPHIC MATERIAL COST INCREASES In the event Seller should experience catastrophic increases in the cost of materials used in the production of the Products in this order which drastically affect profit margins, Buyer will assist in seeking alternatives to the increase. Seller agrees to aggressively pursue practical alternatives to offset the price increase and to submit written documentation supporting any price increase request a minimum of sixty (60) days prior to the requested effective date. Justification for the increase includes evidence of ail efforts to avoid the material increase. If no agreement is reached on price within the sixty (60) day notification period, either party may terminate this Agreement upon thirty (30) days written notice given on or after the requested effective date of price increase. 17) VACATION SHUTDOWN 10 11 REDACTED In the event Seller contemplates the closing of a plant for vacation shutdown, Seller shall immediately notify Buyer of such contemplated action. Seller further agrees to provide delivery of Products, as identified in the Products, so as not to interrupt Buyers schedule. 18) DELEGATION AND ASSIGNMENT Seller shall not delegate any of its duties of this Agreement without Buyer s written approval and Seller shall not assign any of its rights hereunder without prior notice to Buyer. 19) ALTERATIONS a) Paragraphs 3,'Warranty"; 15, ~Termination; 9, "Information"; and paragraph 17 Recall Campaigns on the reverse of Buyers Purchase Order are hereby deleted in their entirety and the following is substituted in lieu thereof. "3 Warranty: Seller warrants that Products ordered to specifications will conform thereto and to any drawings, samples or deviations furnished or adopted by Buyer. All Products furnished hereunder will be merchantable, of good material and workmanship, and free from defects. Such warranties shall survive inspections test, acceptance of and payment for the Products and shall run to Buyer its successors, assigns, and customers. The warranty period shall be for five (5) years or 500,000 miles of use, 11 12 beginning with the first use of the vehicle by its first legal and lawful owner. Seller's obligation to reimburse Buyer for warranty costs is limited to $300.00 per individual failure and an aggregate of $250,000 per contract year. To the extent Products supplied hereunder are of Buyers design and specifications, the implied warranty of fitness for a particular purpose is excluded for Products shipped under this Agreement". "15 Termination: Buyer shall have the right to terminate this Agreement or any part thereof at any time upon ninety (90) days written notice for cause if Seller chronically fails to make shipments in accordance with the obligations described in Paragraph 6 otherwise fails to observe or comply with any of the other instructions, terms, conditions, or warranties applicable to this Agreement or fails to make progress so as to endanger performance of this Agreement, or fails to maintain adequate capacity to handle Buyer's requirements, or fails to maintain machineability in accordance with drawing specifications, or fails to maintain quality ratings as specified in Paragraph 14. Buyer may, in addition to any other right or remedy provided by this Agreement or by law, terminate all or any part of this Agreement for cause by telegraphic or other written notice to Seller without any liability by Buyer to Seller on account thereof. In the event of 12 13 REDACTED termination for cause, Buyer may produce or purchase or otherwise acquire Products elsewhere on such terms or in such manner as Buyer may deem appropriate and Seller shall be liable to Buyer for any excess cost or other expenses incurred by Buyer. "9 Information: (a) Drawings, data, designs, inventions, computer software and other technical information supplied by Buyer, or generated, by Seller, in the performance of this Agreement, shall be and remain Buyers and shall be held in confidence by Seller. Such information shall be not reproduced, used or disclosed to others by Seller without Buyers prior written consent, and shall be returned to Buyer upon completion by Seller of its obligations under this Agreement or upon demand. (b) In the event that Seller discloses any trade secret information originated by, or within the knowledge of Seller on or before the effective date of the Agreement, to Buyer, in connection with the performance of this Agreement which is neither generally available to others, previously known to Buyer, nor independency developed by Buyer, Buyer shall hold such information in confidence; provided, however, that nothing in this Agreement shall require Buyer to exercise any greater degree of care for the protection of such information than Buyer normally exercises for its own information of 13 14 like character. Buyer's obligation of confidentiality shall be limited to information disclosed in writing which is marked or stamped "confidential" or "proprietary". "17 Recall Campaigns: Seller shall indemnify and hold Buyer harmless against all damages and expenses incurred by Buyer as a result of Buyer being required by law (a) to recall from Buyer's customers or others any Products furnished hereunder or an end product employing any such Products as a part or component thereof and (b) to repair, replace or refund the purchase price of such Products or end product, provided that such recall and such repair, replacement or refund is based upon a defect of manufacture in the Products furnished by Seller or the failure of such Products to conform to any specification or standard to which it is ordered which creates the reasonable possibility of injury to persons or property. Buyer shall notify Seller promptly of the possibility that Buyer may be required to take an action described in this paragraph. Seller acknowledges that Buyer has the right to make the final decision about such action independent of Seller. In the event that Products supplied by Seller shall not be the sole cause for such a recall, repair, replacement, or refund, the costs, damages 14 15 REDACTED and expenses shall be apportioned according to the proportion of cause in such manner as is reasonable and equitable under the circumstances. Buyer shall not be required to consult with, or seek Seller's concurrence in, the reporting by Buyer to any administrative or regulatory body, of any information which Buyer obtains indicating chat the Products furnished by Seller either fail to conform to any standard required by law, or constitute or create of Themselves or within the end product of which they are a part or component, a situation requiring recall or notice as defined by the applicable law. Buyer shall promptly furnish to Seller a copy of any information reported to any administrator or regulatory body under this paragraph with respect to Products furnished by Seller. Seller shall prepare, maintain and file with the appropriate authority such records and reports as pertain to the manufacture, sale, use and characteristics of the Products furnished to Buyer hereunder as may be required by any federal, state, or local law or regulation concerning Me manufacture, sale, or use of the Products or the end Products of which ale Products may be a part or component and shall provide Buyer with copies of such records as Buyer may require and permit Buyer access to Sellers records to permit Buyer to ascertain Seller's obligation to reimburse Buyer for recall expenses is limited to $500,000 per contract year". 15 16 REDACTED b) Buyer agrees to provide its own fire and other hazard insurance on all Buyers property in storage at Seller's facility and Seller agrees to provide reasonable and adequate physical protection for Buyers property as stated". 20) TERMINATION CLAUSE a) Buyer or Seller shall have the right to terminate this agreement at any time upon ninety (90) days written notice for cause if the Buyer or Seller fails to observe or comply with any other instructions, terms, conditions or warranties applicable to this Agreement or in the event of any proceedings by or against Buyer or Seller in bankruptcy or insolvency or appointment of a receiver or trustee or any assignment for the benefit of creditors. b) The breaching party shall have sixty (60) days in which to cure the default, breach, or such reason identified in the notice of termination for cause under paragraph 1. Should the breaching party fail to cure within the sixty (60) day period, this Agreement automatically expires at the end of the ninety (90) day period identified in the Notice of Termination. NEENAH FOUNDRY COMPANY ROCKWELL INTERNATIONAL CORPORATION By: _________________________ By: ____________________________ Title:_________________________ Title:____________________________ 16 17 REDACTED 17 18 REDACTED ATTACHMENT 1A DIFF CARRIERS
PART NUMBER WEIGHT 4/1/95 4/1/96 4/1/97 ----------- ------ ------ ------ ------ * * * * *
MISCELLANEOUS PARTS
PART NUMBER WEIGHT 4/1/95 4/1/96 4/1/97 ----------- ------ ------ ------ ------ * * * * *
18 19 REDACTED ATTACHMENT 1B DIFF CASES
PART NUMBER WEIGHT 4/1/95 4/1/96 4/1/97 ----------- ------ ------ ------ ------ * * * * *
19 20 REDACTED ATTACHMENT 1C BEARING CAGES
PART NUMBER WEIGHT 4/1/95 4/1/96 4/1/97 ----------- ------ ------ ------ ------ * * * * *
20 21 REDACTED ATTACHMENT 1D BEARING CAPS
PART NUMBER WEIGHT 4/1/95 4/1/96 4/1/97 ----------- ------ ------ ------ ------ * * * * *
STEERING KNUCKLES
PART NUMBER WEIGHT 4/1/95 4/1/96 4/1/97 ----------- ------ ------ ------ ------ * * * * *
21 22 REDACTED ATTACHMENT II DIFF CARRIERS PART NUMBER PRICING ----------- ------- * * DIFF CASES PART NUMBER PRICING ----------- ------- * * 22 23 REDACTED ATTACHMENT II BEARING CAGES PART NUMBER PRICING ----------- ------- * * MISCELLANEOUS PARTS PART NUMBER PRICING ----------- ------- * * 23 EX-10.3 6 LETTER AGREEMENT 1 Exhibit 10.3 [Note: Certain confidential portions of this document have been omitted and filed separately with the Securities and Exchange Commission. The omitted confidential information is marked throughout the document with an "*"] April 4, 1996 Mr. Oren Gillette EATON Corporation 13100 E. Michigan Ave. Galesburg, MI 49053-9674 Dear Mr. Gillette: This letter confirms our understanding of future pricing and part sourcing with Neenah Foundry. The steel scrap surcharge base will be lowered to $130/ton effective May 1, 1996. An economic increase of 2% to the then effective base price will be implemented on January 1, 1997, and again on January 1, 1998. Part sourcing will be as follows: - -- Current parts and sourcing revisions as noted below, will remain at least at the present or established sourcing level thru December 31, 1998. - -- Part numbers * will be * sourced * to Neenah Foundry. - -- Part number * will be sourced * to Neenah Foundry. - -- Part numbers * will be sourced 100% to Neenah Foundry. Economics for these parts will remain firm until January 1, 1998. - -- Part numbers * will become 100% sourced to Neenah Foundry. - -- Additional parts being quoted (including the 404 axle bearing caps and adjusters) will be evaluated with intention to source with Neenah Foundry based on pricing that is competitive with viable North American Foundries. We ask that you review our understanding and confirm you concurrence. Eaton Corporation remains a major customer at Neenah Foundry Company. We desire that this position erodes no further and appreciate your efforts to afford us replacement business opportunity. Sincerely, William Barrett General Sales Manager Industrial Division djh cc: Andy Aylward Chuck Perry -----END PRIVACY-ENHANCED MESSAGE-----