8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  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):  February 5, 2007

NEENAH PAPER, INC.
(Exact Name Of Registrant As Specified In Charter)

Delaware
(State of Incorporation) 001-32240
(Commission File No.) 20-1308307
(I.R.S. Employer
Identification No.)

3460 Preston Ridge Road
Alpharetta, Georgia 30005
(Address of principal executive offices, including zip code)

(678) 566-6500
(Registrant’s telephone number, including area code)

Not applicable
(Former name or 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 (see General Instruction A.2 below):

¨    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 1.01 Entry into a Material Definitive Agreement

Neenah Paper, Inc. (the “Company”) today announced it had signed a definitive agreement to purchase the outstanding stock of Fox Valley Corporation (“Fox Valley”), which owns Fox River Paper Company, LLC (“Fox River”).  Fox River’s operations, consisting of four U.S. paper mills and various related assets, produce premium fine papers with well-known brands including STARWHITE®, SUNDANCE®, ESSE® and OXFORD®.

The transaction is expected to close in the first quarter and is subject to customary closing conditions, including approval by Fox Valley’s shareholders.  The transaction has been approved by both the Company’s and Fox Valley’s Board of Directors   In purchasing the outstanding stock of Fox Valley the Company will be assuming all rights, obligations and liabilities of Fox Valley, subject to certain representations, warranties and indemnities typical in this type of transaction.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description of Exhibit
99.1	Press Release dated February 6, 2007

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SIGNATURE

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 PAPER, INC.
	(Registrant)
Date: February 6, 2007	/s/ Steven S. Heinrichs
	Steven S. Heinrichs Senior Vice President, General Counsel and Secretary

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EX-99.1

EXHIBIT 99.1

Contact:	Neenah Paper, Inc.
< font size="2" face="Times New Roman" style="font-size:10.0pt;font-weight:bold;">
	Bill McCarthy
	Vice President — Financial Analysis and Investor Relations
	678-518-3278

Neenah to Expand Fine Paper Business

with Agreement to Acquire Fox River

ALPHARETTA, GEORGIA — February 6, 2007 (NYSE:NP) — Neenah Paper, Inc. announced today it has signed a definitive agreement to purchase the Fox Valley Corporation, which owns Fox River Paper Company, LLC (“Fox River”). Fox River is a leading U.S. producer of premium fine papers with well-known brands including STARWHITE®, SUNDANCE®, ESSE® and OXFORD®. The transaction has been approved by the Boards of Directors of both companies and is subject to customary closing conditions and approval by Fox River shareholders. While the purchase price was not disclosed, the company indicated the acquisition would be financed through existing credit facilities and operating cash flows. Closing is expected to occur in the first quarter.

“The purchase of Fox River provides a unique opportunity to strengthen our existing Fine Paper business with added scale in the marketplace, better prospects for growth, and the ability to offer a broader array of premium branded products and better service to our customers,” said Sean Erwin, Chief Executive Officer and Chairman of the Board. “We also expect to be able to create real value as we optimize our combined operations and product portfolio. Additional details will be shared after the transaction is closed and as we move forward with integration activities.”

About Neenah Paper, Inc.

Neenah Paper manufactures and distributes a wide range of premium and specialty paper grades, with well-known brands such as CLASSIC®, ENVIRONMENT®, KIMDURA®, MUNISING LP®, Gessner® and varitess®. The company also produces and sells bleached pulp, primarily for use in the manufacture of tissue and writing papers. Neenah Paper is based in Alpharetta, Georgia, and has manufacturing

operations in Wisconsin, Michigan, Nova Scotia, Canada, and Bruckmühl, Feldkirchen-Westerham and Lahnstein, Germany. Additional information about Neenah Paper can be found at the company’s web site at www.neenah.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), or in releases made by the Securities and Exchange Commission, all as may be amended from time to time. Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of the PSLRA. Any such forward-looking statements reflect our beliefs and assumptions and are based on information currently available to us and are subject to risks and uncertainties that could cause actual results to differ materially including, but not limited to, changes in U.S./Canadian dollar, U.S./Euro and other currency exchange rates, changes in pulp prices, the cost or availability of raw materials, unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations, the ability of the company to realize anticipated cost savings and the successful integration of the Neenah Germany operations. Forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.  These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Neenah Paper, Inc. cautions investors that any forward-looking statements we make are not guarantees or indicative of future performance.