8-K

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): October 24, 2006

NEENAH FOUNDRY COMPANY

(Exact name of registrant as specified in its charter)

WISCONSIN	333-28751	39-1580331
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Press Release

Item 8.01. Other Events.

On October 24, 2006, Neenah Foundry Company (the “Company”) issued a press release announcing the receipt of the requisite consents in connection with its previously announced tender offer and consent solicitation with respect to the Company’s 11% Senior Secured Notes due 2010 and the pricing terms of the tender offer and consent solicitation. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated October 24, 2006.

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
Date: October 24, 2006		/s/ Phillip C. Zehner
	Name:	Phillip C. Zehner
	Title:	Vice President, Assistant Secretary and Assistant Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated October 24, 2006.

EX-99.1

For Immediate Release	Contact:	William Barrett
		President & CEO
		(920) 725-7000

Neenah Foundry Company Announces Receipt of Requisite Consents and Pricing of Tender Offer

Neenah, WI — October 24, 2006

      Neenah Foundry Company (“Neenah”) announced today the results to date and the pricing terms of its previously announced cash tender offer and consent solicitation with respect to its 11% Senior Secured Notes due 2010 (the “Notes”).

      As of 5:00 p.m., New York City time, on October 23, 2006 (the “Consent Date”), which was the deadline for holders who desired to receive the cash consent payment to tender their Notes and deliver their consents, Neenah had received tenders and consents for $133.13 million in aggregate principal amount of the Notes, representing 100% of the outstanding Notes.

      Accordingly, the requisite consents have been received to adopt the proposed amendments to the indenture pursuant to which the Notes were issued and the related collateral documents, and Neenah intends to execute a supplemental indenture and amendments to certain of the related collateral documents to effect the proposed amendments. The proposed amendments, which will eliminate substantially all of the covenants and certain events of default in the indenture and the Notes and amend the indenture and certain related documents to subordinate the liens securing the Notes to liens securing certain new debt in addition to the liens to which the liens securing the Notes are already subordinated, will become operative when the tendered Notes are accepted for purchase by Neenah.

      The total consideration for the Notes was determined as of 10:00 a.m., New York City time, on October 24, 2006, by reference to a fixed spread of 50 basis points above the yield to maturity of the applicable U.S. Treasury security as described in the Offer to Purchase and Consent Solicitation Statement of Neenah, dated October 10, 2006 (the “Statement”). The reference yield for the Notes was 5.092%.

      The total consideration per $1,000 principal amount of Notes that were validly tendered prior to the Consent Date (the “Total Consideration”) is $1,098.93, which includes a cash consent payment of $30.00. All holders of Notes will receive accrued

and unpaid interest on their tendered Notes up to, but not including, the payment date for the tender offer and consent solicitation.

      Withdrawal and revocation rights with respect to tendered Notes and delivered consents expired as of the Consent Date. Accordingly, holders may no longer withdraw any Notes previously or hereafter tendered or revoke any consents previously or hereafter delivered, except in the limited circumstances described in the Statement.

      The tender offer and consent solicitation remains open and is scheduled to expire at 5:00 p.m., New York City time, on November 7, 2006, unless extended (the “Expiration Date”).

      The consummation of the tender offer is conditioned upon, among other things, the consummation of a financing and the availability of funds therefrom to pay the consideration described above. If any of the conditions are not satisfied, Neenah may terminate the tender offer and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes that are not validly withdrawn prior to expiration, may extend the tender offer or may amend the tender offer.

      The complete terms and conditions of the tender offer and consent solicitation are described in the Statement and the related Consent and Letter of Transmittal, copies of which may be obtained by contacting Morrow & Co., Inc., the information agent for the tender offer and consent solicitation, at (203) 658-9400 or (800) 607-0088 (toll free).

      Questions regarding the tender offer and consent solicitation may be directed to the Dealer Managers and Solicitation Agents for the tender offer and consent solicitation: Credit Suisse Securities (USA) LLC, which may be contacted at (212) 538-0652 or (800) 820-1653 (toll free), or Banc of America Securities LLC, which may be contacted at (704) 388-9217 or (888) 292-0070 (toll-free).

      This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation is being made solely by the Statement and the related Consent and Letter of Transmittal.

About Neenah Foundry Company

      Neenah Foundry 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 largest independent foundry companies in the United States, 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. These statements are based on Neenah Foundry Company’s current expectations and involve risks and uncertainties that could cause actual results and events to differ materially from

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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, 2005 or subsequent SEC filings. Unless required by law, the Company does not undertake any obligation to update any of its forward-looking statements.

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