-----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, E7lVK755V3fFQyodZweiXNOCV8F5iw4M39oaZNf4iwbatxOb1eDeI+SBU21x5MDv e0dY07ZtaumKf1dlG9Mywg== 0000950134-05-014400.txt : 20050801 0000950134-05-014400.hdr.sgml : 20050801 20050729181505 ACCESSION NUMBER: 0000950134-05-014400 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050729 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEENAH FOUNDRY CO CENTRAL INDEX KEY: 0001040599 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 391580331 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-28751-03 FILM NUMBER: 05986182 BUSINESS ADDRESS: STREET 1: 2121 BROOKS AVE STREET 2: PO BOX 729 CITY: NEENAH STATE: WI ZIP: 54927 BUSINESS PHONE: 9207257000 MAIL ADDRESS: STREET 1: 2121 BROOKS AVE STREET 2: PO BOX 729 CITY: NEENAH STATE: WI ZIP: 54927 8-K 1 c97153e8vk.txt CURRENT REPORT 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 29, 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 Identification incorporation) 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 8.01 OTHER EVENTS On July 29, 2005, Neenah Foundry Company and its indirect parent company, ACP Holding Company (collectively, the "Company"), announced that Citigroup Global Markets Inc. has been engaged to assist in exploring the potential sale or merger of the Company or a significant portion of its assets or capital stock. A copy of the Company's press release related to this announcement is attached as Exhibit 99.1 and is incorporated by reference into this report. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits
Number Description ------ --------------------------------- 99.1 Press Release dated July 29, 2005
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: July 29, 2005 Name: Gary W. LaChey Title: Corporate Vice President - Finance EXHIBIT INDEX
Number Description ------ --------------------------------- 99.1 Press Release dated July 29, 2005
EX-99 2 c97153exv99.txt PRESS RELEASE Neenah Foundry Company Exploring Potential Sale Transaction NEENAH, WI July 29, 2005 Neenah Foundry Company and its indirect parent company, ACP Holding Company (collectively, the "Company"), announced today that Citigroup Global Markets Inc. has been engaged to assist in exploring the potential sale or merger of the Company or a significant portion of its assets or capital stock. Although there have been preliminary contacts with a number of potential purchasers, the process is in its early stages, no sale agreement has been reached and there can be no assurance as to whether, and if so when or at what price, structure and other terms and conditions, a transaction may occur. The Company undertakes no obligation to make any further announcement with respect to this process unless and until its Board of Directors has approved a definitive transaction. ABOUT NEENAH FOUNDRY COMPANY The Company manufactures and markets a wide range of iron castings and steel forgings for the heavy municipal market and selected segments of the industrial markets. Neenah is one of the larger independent foundry companies in the country, with substantial market share in the municipal and various industrial markets for gray and ductile iron castings and forged steel products. FORWARD-LOOKING STATEMENTS This press release may be viewed to contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statement are based on the Company's current expectations and involve risks and uncertainties that could cause actual results and events to differ materially from those described in the statements. The Company can give no assurance that its expectations will prove to be correct. Factors that could cause the Company's results and other developments to differ materially from current expectations include material disruptions to major industries served by the Company; developments affecting the valuation or prospects of the casting and forging industries generally or the Company in particular; and other factors described or referenced in the Company's Form 10-K for the year ended September 30, 2004 or subsequent SEC filings. Unless required by law, the Company does not undertake any obligation to update any of its forward-looking statements. CONTACTS: Neenah Foundry Company William Barrett 920-725-7000 -----END PRIVACY-ENHANCED MESSAGE-----