-----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, AaW8nq0EvTzBhB9SXfm/Ef8PBFXUU1lSsq8Sb/ddcQR14gR6n9T/SpWWvcuh5a91 XJobRVky0g66DU9/XMv3ow== 0000950123-10-006763.txt : 20100129 0000950123-10-006763.hdr.sgml : 20100129 20100129153729 ACCESSION NUMBER: 0000950123-10-006763 CONFORMED SUBMISSION TYPE: NT 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090930 FILED AS OF DATE: 20100129 DATE AS OF CHANGE: 20100129 EFFECTIVENESS DATE: 20100129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEENAH ENTERPRISES, INC. CENTRAL INDEX KEY: 0000855667 STANDARD INDUSTRIAL CLASSIFICATION: IRON & STEEL FOUNDRIES [3320] IRS NUMBER: 251618281 FILING VALUES: FORM TYPE: NT 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52681 FILM NUMBER: 10558892 BUSINESS ADDRESS: STREET 1: 2121 BROOKS AVENUE STREET 2: . CITY: NEENAH STATE: WI ZIP: 54957 BUSINESS PHONE: 920-725-7000 MAIL ADDRESS: STREET 1: 2121 BROOKS AVENUE STREET 2: . CITY: NEENAH STATE: WI ZIP: 54957 FORMER COMPANY: FORMER CONFORMED NAME: ACP HOLDING CO DATE OF NAME CHANGE: 19890926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEENAH FOUNDRY CO CENTRAL INDEX KEY: 0001040599 STANDARD INDUSTRIAL CLASSIFICATION: IRON & STEEL FOUNDRIES [3320] IRS NUMBER: 391580331 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: NT 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-28751-03 FILM NUMBER: 10558891 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 NT 10-K/A 1 c55279nnnt10vkza.htm NT 10-K/A nt10vkza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

NEENAH ENTERPRISES, INC.
SEC FILE NUMBER: 000-52681
CUSIP NUMBER: 64007P 103


FORM 12b-25
NOTIFICATION OF LATE FILING

NEENAH FOUNDRY COMPANY
SEC FILE NUMBER: 333-28751


(Check one): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR
For Period Ended: September 30, 2009
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended:                                                                
Nothing in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Part III of Form 10-K
TABLE OF CONTENTS

PART I — REGISTRANT INFORMATION
PART II — RULES 12b-25(b) AND (c)
PART III — NARRATIVE
PART IV — OTHER INFORMATION


Table of Contents

PART I — REGISTRANT INFORMATION
     
Neenah Enterprises, Inc.
  Neenah Foundry Company
 
   
Full Name of Registrant
  Full Name of Registrant
 
   
N/A
  ACP Holding Company
 
   
Former Name if Applicable
  Former Name if Applicable
 
   
2121 Brooks Avenue P.O. Box 729
  2121 Brooks Avenue P.O. Box 729
 
   
Address of Principal Executive Office (Street and Number)
  Address of Principal Executive Office (Street and Number)
 
   
Neenah, WI 54957
  Neenah, WI 54957
 
   
City, State and Zip Code
  City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
           
o
    (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
    (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
    (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 


Table of Contents

PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Neenah Enterprises, Inc. (“NEI”) and Neenah Foundry Company, an indirect wholly-owned subsidiary of NEI (“Neenah,” together with NEI, the “Company”), are in the process of finalizing Part III of the Company’s Annual Report for the fiscal year ended September 30, 2009. NEI and Neenah filed a combined Form 10-K for the fiscal year ended September 30, 2009 (the “2009 10-K”) with the Securities and Exchange Commission (“SEC”) on January 13, 2010. As provided in the 2009 10-K, the Company had intended to incorporate the information required by Part III of Form 10-K by reference to a Company Proxy Statement for the 2010 Annual Meeting of Stockholders (the “Proxy Statement”). The Proxy Statement, however, will not be filed within 120 days after the end of the fiscal year ended September 30, 2009 and the Company intends to file the Part III information of the 2009 10-K on an amendment to the 2009 10-K (the “10-K Amendment”).
As previously disclosed, on November 10, 2009, Neenah and certain of its subsidiaries (together with Neenah, the “Borrowers”) entered into an Amendment No. 2 to Amended and Restated Loan and Security Agreement and Forbearance Agreement (the “Forbearance Agreement”) with Bank of America, N.A., as administrative agent and as a lender, and the other lenders party thereto (collectively, the “Lenders”), with respect to that certain Amended and Restated Loan and Security Agreement, dated as of December 29, 2006, among the Borrowers and the Lenders from time to time party thereto. Pursuant to the Forbearance Agreement, the Lenders agreed to, among other things, forbear from exercising certain of the Lenders’ rights and remedies in respect of or arising out of certain specified defaults through December 23, 2009, which was subsequently extended through January 29, 2010.
Management of the Company has expended considerable time and effort engaging in discussions with its lenders to extend the effective period of the Forbearance Agreement and evaluating various strategic and restructuring alternatives. As a result of these activities, the Company will not be able to finalize the Part III information of the 2009 10-K within the prescribed time period without unreasonable effort and expense. The Company is unable to determine when it will file the 10-K Amendment.
This Form 12b-25 contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements 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 words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are generally intended to identify forward looking statements. Factors that could cause results to differ materially from current expectations include those referenced in the Company’s Form 10-K for the year ended September 30, 2009 or subsequent SEC filings. You should not place undue reliance on these forward-looking statements, which reflect the Company’s opinions only as of the date of this Form 12b-25. The Company undertakes no obligation to publicly release any revisions to the forward-looking statements after the date of this Form 12b-25.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
         
Robert E. Ostendorf, Jr.   920   725-7000
         
(Name)   (Area Code)   (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrants were required to file such report(s) been filed? If answer is no, identify report(s). þ Yes o No
 
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ? o Yes þ No

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Table of Contents

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Neenah Enterprises, Inc.
Neenah Foundry Company
(Name of Registrants as Specified in Respective Charters)
have caused this notification to be signed on their behalf by the undersigned hereunto duly authorized.
         
Date:     January 29, 2010
  By:   /s/ Robert E. Ostendorf, Jr.
 
       
 
  Name:   Robert E. Ostendorf, Jr.
 
  Title:   President and Chief Executive Officer

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