e10vq

-----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, NrukkHKl9DIEC5zljx5GU5BPk7T07m8M1llxZJCpYRduK5RF17VRDCSt3WFCpEqR m9fDqIPOUiAdwdnBxRbMGQ== 0000950137-08-007329.txt : 20080513 0000950137-08-007329.hdr.sgml : 20080513 20080513160146 ACCESSION NUMBER: 0000950137-08-007329 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080513 DATE AS OF CHANGE: 20080513 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52681 FILM NUMBER: 08827647 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-28751-03 FILM NUMBER: 08827648 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 10-Q 1 c26701e10vq.htm QUARTERLY REPORT e10vq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


Commission	Name of Registrant, State of Incorporation, Address of	IRS Employer
File No.	Principal Executive Offices, and Telephone No.	Identification No.
000-52681	Neenah Enterprises, Inc.	25-1618281
	(a Delaware Corporation)
	2121 Brooks Avenue
	P.O. Box 729
	Neenah, WI 54957
	(920) 725-7000
333-28751	Neenah Foundry Company	39-1580331
	(a Wisconsin Corporation)
	2121 Brooks Avenue
	P.O. Box 729
	Neenah, WI 54957
	(920) 725-7000

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated flier, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


	Neenah Enterprises, Inc.	Neenah Foundry Company
Large accelerated filer	—	—
Accelerated filer	—	—
Non-accelerated filer	X	X
Smaller reporting company	—	—

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


		Neenah Enterprises, Inc.		Yes o No þ
		Neenah Foundry Company		Yes o No þ

Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No o


Neenah Enterprises, Inc.		As of April 30, 2008, Neenah Enterprises, Inc. had 13,761,929 shares of common stock outstanding.

Neenah Foundry Company		As of April 30, 2008, Neenah Foundry Company had 1,000 shares of common stock outstanding, all of which were owned by NFC Castings, Inc, a wholly owned subsidiary of Neenah Enterprises, Inc.

NEENAH ENTERPRISES, INC.
NEENAH FOUNDRY COMPANY
Form 10-Q Index
For the Quarter Ended March 31, 2008


	Page
Part I. Financial Information
Item 1. Financial Statements
Neenah Enterprises, Inc.
Condensed consolidated balance sheets — Neenah Enterprises, Inc. as of March 31, 2008 and September 30, 2007		4
Condensed consolidated statements of operations — Neenah Enterprises, Inc. for the three and six months ended March 31, 2008 and 2007		5
Condensed consolidated statements of cash flows — Neenah Enterprises, Inc. for the six months ended March 31, 2008 and 2007		6
Notes to condensed consolidated financial statements — March 31, 2008		7
Neenah Foundry Company
Condensed consolidated balance sheets — Neenah Foundry Company as of March 31, 2008 and September 30, 2007		11
Condensed consolidated statements of operations — Neenah Foundry Company for the three and six months ended March 31, 2008 and 2007		12
Condensed consolidated statements of cash flows — Neenah Foundry Company for the six months ended March 31, 2008 and 2007		13
Notes to condensed consolidated financial statements — March 31, 2008		14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 3. Quantitative and Qualitative Disclosures About Market Risk		32
Item 4. Controls and Procedures		32
Part II. Other Information
Item 1. Legal Proceedings		33
Item 4. Submission of Matters to a Vote of Security Holders		33
Item 6. Exhibits		34
Signatures		35
Form of Non-Qualified Stock Option Agreement
Form of Directors Restricted Stock Unit Agreement
Amended and Restated 2003 Severance and Change of Control Plan
302 Certification of Chief Executive Officer
302 Certification of Chief Financial Officer
302 Certification of Chief Executive Officer
302 Certification of Chief Financial Officer
Section 906 Certification of CEO and CFO
Section 906 Certification of CEO and CFO

NEENAH ENTERPRISES, INC.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)


	March 31,		September 30,
	2008		2007(1)
	(Unaudited)
Assets
Current assets:
Cash	$	—	$	—
Accounts receivable, net		74,928		81,085
Inventories		76,138		64,196
Deferred income taxes		3,070		3,070
Refundable income taxes		6,729		6,501
Other current assets		5,987		6,479

Total current assets		166,852		161,331

Property, plant and equipment		207,167		179,522
Less accumulated depreciation		55,922		47,972

		151,245		131,550

Deferred financing costs, net		3,228		3,457
Identifiable intangible assets, net		51,389		54,951
Goodwill		86,699		86,699
Other assets		6,885		5,986

	$	466,298	$	443,974


Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	35,114	$	27,764
Accrued wages and employee benefits		9,912		13,139
Accrued interest		5,532		5,449
Accrued interest — related party		2,344		2,344
Other accrued liabilities		3,850		4,763
Current portion of long-term debt		44,000		17,152
Current portion of capital lease obligations		213		213

Total current liabilities		100,965		70,824

Long-term debt		225,000		225,000
Long-term debt — related party		75,000		75,000
Capital lease obligations		1,118		1,222
Deferred income taxes		28,134		28,134
Postretirement benefit obligations		5,347		5,269
Other liabilities		10,211		7,960

Total liabilities		445,775		413,409

Commitments and contingencies

Stockholders’ equity:
Preferred stock, par value $0.01 per share — 1,000,000 shares authorized, no shares issued and outstanding		—		—
Common stock, par value $0.01 per share — 35,000,000 shares authorized, 13,761,929 and 13,672,764 issued and outstanding at March 31, 2008 and September 30, 2007, respectively		138		137
Capital in excess of par value		5,823		5,686
Retained earnings		10,511		20,571
Accumulated other comprehensive income		4,051		4,171

Total stockholders’ equity		20,523		30,565

	$	466,298	$	443,974

See notes to condensed consolidated financial statements.


(1)		The balance sheet as of September 30, 2007 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

NEENAH ENTERPRISES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)


	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2008			2007			2008			2007
Net sales	$	114,658		$	111,789		$	215,883		$	229,131
Cost of sales		105,822			100,561			193,514			199,448

Gross profit		8,836			11,228			22,369			29,683
Selling, general and administrative expenses		8,917			8,987			17,900			17,429
Restructuring costs		—			—			1,227			—
Amortization of intangible assets		1,780			1,780			3,562			3,560
Gain on disposal of equipment		(18	)		(25	)		(19	)		(64	)

Total operating expenses		10,679			10,742			22,670			20,925

Operating income (loss)		(1,843	)		486			(301	)		8,758
Interest expense		(5,402	)		(4,688	)		(10,684	)		(12,911	)
Interest expense — related party		(2,344	)		(2,344	)		(4,688	)		(2,344	)
Debt refinancing costs		—			—			—			(20,429	)

Loss before income taxes		(9,589	)		(6,546	)		(15,673	)		(26,926	)
Income tax benefit		(3,308	)		(2,549	)		(5,613	)		(10,493	)

Net loss	$	(6,281	)	$	(3,997	)	$	(10,060	)	$	(16,433	)


Loss per share:
Basic and diluted	$	(0.46	)	$	(0.43	)	$	(0.74	)	$	(1.75	)

Shares used in the computation of loss per share:
Basic and diluted		13,691			9,395			13,686			9,395

See notes to condensed consolidated financial statements.

NEENAH ENTERPRISES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)


	Six Months Ended
	March 31,
	2008			2007
Operating activities
Net loss	$	(10,060	)	$	(16,433	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		11,877			10,223
Amortization of deferred financing costs and discount on notes		229			595
Write-off of deferred financing costs and discount on notes		—			7,512
Stock-based compensation		134			—
Changes in operating assets and liabilities		(917	)		(11,501	)

Net cash provided by (used in) operating activities		1,263			(9,604	)

Investing activities
Purchase of property, plant and equipment		(28,010	)		(20,948	)

Net cash used in investing activities		(28,010	)		(20,948	)

Financing activities
Net change in revolver balance		26,848			(24,595	)
Proceeds from long-term debt		—			225,000
Proceeds from long-term debt — related party		—			75,000
Payments on long-term debt and capital lease obligations		(104	)		(164,975	)
Payments on long-term debt — related party		—			(75,115	)
Proceeds from exercise of stock warrants		3			—
Debt issuance costs		—			(3,526	)

Net cash provided by financing activities		26,747			31,789

Increase in cash		—			1,237
Cash at beginning of period		—			910

Cash at end of period	$	—		$	2,147

See notes to condensed consolidated financial statements.

NEENAH ENTERPRISES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except share and per share data)

Note 1 — Basis of Presentation

Neenah Enterprises, Inc. (formerly ACP Holding Company) (“NEI”) is a Delaware corporation which has no business activity other than its ownership of NFC Castings, Inc. Neenah Foundry Company (Neenah) is a wholly owned subsidiary of NFC Castings, Inc. NEI, alone or together with its subsidiaries as appropriate in the context, is referred to as “the Company.” The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending September 30, 2008. Certain reclassifications have been made to the fiscal 2007 condensed consolidated financial statements to conform to the fiscal 2008 presentation. Specifically, the $20,429 of debt refinancing costs presented as operating expenses in fiscal 2007 was reclassified to non-operating expenses in fiscal 2008 to conform with the presentation in NEI’s Annual Report on Form 10-K for the year ended September 30, 2007. For further information, refer to the consolidated financial statements and footnotes thereto included in NEI’s Annual Report on Form 10-K for the year ended September 30, 2007.

Note 2 — Inventories

The components of inventories are as follows:


	March 31,		September 30,
	2008		2007
Raw materials	$	8,163	$	6,941
Work in process and finished goods		51,231		41,407
Supplies		16,744		15,848


	$	76,138	$	64,196

Note 3 — Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. (FIN) 48, “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes.” The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

The Company adopted FIN 48 as of October 1, 2007. As a result of the adoption of FIN 48, the Company had no change to the liability for unrecognized tax benefits. The total gross liability for unrecognized tax benefits (excluding penalties and interest) was $2.3 million at October 1, 2007. To the extent these unrecognized tax benefits are ultimately recognized, they will impact the effective tax rate in future periods. The Company’s accounting policy is to recognize interest and penalties related to unrecognized tax benefits as income tax expense. Accrued interest was $.8 million at October 1, 2007 and $.9 million at March 31, 2008. There were no penalties accrued. There was no material change to the amount of unrecognized tax benefits during the six months ended March 31, 2008. The Company or one of its subsidiaries files income tax returns in the United States Federal and various state jurisdictions. The Company is no longer subject to income tax examinations for any significant tax jurisdictions for any tax year before 2005.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS 158) which requires employers that sponsor defined benefit pension and postretirement benefit plans to recognize previously unrecognized actuarial gains and losses and prior service costs in the statement of financial position and to recognize future changes in these amounts in the year in which changes occur through comprehensive income. Additionally, employers are required to measure the funded status of a plan as of the date of its year-end statement of financial position and provide additional disclosures. On September 30, 2007, the Company adopted the provisions of SFAS 158 by recognizing the funded status of its defined benefit pension and postretirement benefit plans in the balance sheet. In addition, the Company will be required to measure the plan assets and benefit obligations as of the date of the year-end balance sheet by September 30, 2009. The Company is currently evaluating the impact the change in the measurement date will have on its consolidated financial statements and notes thereto.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The Company is required to adopt SFAS 157 effective October 1, 2008 and is currently evaluating the impact of adopting SFAS 157 on its future results of operations and financial condition.

In September 2006, the FASB issued Staff Position No. AUG AIR-1, “Accounting for Planned Major Maintenance Activities” (FSP). This FSP prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities in annual and interim financial reporting periods and was effective for fiscal years beginning after December 15, 2006. Prior to the adoption of this FSP, the Company determined its planned maintenance costs for the year and amortized these costs ratably throughout the year. On October 1, 2007, the Company began accounting for its planned major maintenance activities in accordance with FSP No. AUG AIR-1 by expensing the costs in the month in which they were incurred. The implementation of FSP No. AUG AIR-1 will not have any impact on the Company’s year end financial position or full year results of operations and cash flows as all maintenance costs incurred have been and continue to be expensed in the fiscal year in which the maintenance activity occurs. In accordance with FSP No. AUG AIR-1, the Company’s financial position, results of operations and cash flows for each quarter of the fiscal year ended September 30, 2007 were adjusted to apply the FSP retrospectively. The following financial statement line items as of and for the three and six month periods ended March 31, 2007 were adjusted as follows (in thousands, except per share data):


Statement of Operations	As Originally						Effect of
Three Months Ended March 31, 2007	Reported			As Adjusted			Change
Cost of sales	$	101,056		$	100,561		$	(495	)
Gross profit		10,733			11,228			495
Operating income (loss)		(9	)		486			495
Loss before income taxes		(7,041	)		(6,546	)		495
Income tax benefit		(2,742	)		(2,549	)		193
Net loss		(4,299	)		(3,997	)		302

Loss per share:
Basic		(0.46	)		(0.43	)		0.03
Diluted		(0.46	)		(0.43	)		0.03


Statement of Operations	As Originally						Effect of
Six Months Ended March 31, 2007	Reported			As Adjusted			Change
Cost of sales	$	199,773		$	199,448		$	(325	)
Gross profit		29,358			29,683			325
Operating income		8,433			8,758			325
Loss before income taxes		(27,251	)		(26,926	)		325
Income tax benefit		(10,620	)		(10,493	)		127
Net loss		(16,631	)		(16,433	)		198

Loss per share:
Basic		(1.77	)		(1.75	)		0.02
Diluted		(1.77	)		(1.75	)		0.02


Statement of Cash Flows	As Originally						Effect of
Six Months Ended March 31, 2007	Reported			As Adjusted			Change
Net loss	$	(16,631	)	$	(16,433	)	$	198
Changes in operating assets and liabilities		(11,303	)		(11,501	)		(198	)

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115” (SFAS 159). SFAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The Company is required to adopt SFAS 159 effective October 1, 2008 and is currently evaluating the impact of adopting SFAS 159 on its future results of operations and financial condition.

Note 4 — Comprehensive Loss

Comprehensive loss for the three-month periods ended March 31, 2008 and 2007 was $6,401 and $3,997, respectively. Comprehensive loss for the six-month periods ended March 31, 2008 and 2007 was $10,180 and $16,433, respectively. Amounts included in accumulated other comprehensive loss relate to unrecognized pension and post retirement benefit plan liabilities.

Note 5 — Employee Benefit Plans

Components of Net Periodic Benefit Cost

The Company has five defined-benefit pension plans covering the majority of its hourly employees and also sponsors unfunded defined benefit postretirement health care plans covering substantially all salaried and hourly employees at Neenah and their dependents. Components of net periodic benefit costs are as follows for the three and six months ended March 31, 2008 and 2007:


	Pension Benefits						Postretirement Benefits
	Three months ended March 31,						Three months ended March 31,
	2008			2007			2008			2007
Service cost	$	461		$	382		$	55		$	50
Interest cost		1,097			788			81			75
Expected return on plan assets		(1,364	)		(939	)		—			—
Amortization of prior service cost (credit)		5			7			(13	)		(13	)
Recognized net actuarial gain		—			—			(53	)		(52	)

Net periodic benefit cost	$	199		$	238		$	70		$	60


	Pension Benefits						Postretirement Benefits
	Six months ended March 31,						Six months ended March 31,
	2008			2007			2008			2007
Service cost	$	922		$	763		$	110		$	100
Interest cost		2,194			1,576			162			150
Expected return on plan assets		(2,728	)		(1,878	)		—			—
Amortization of prior service cost (credit)		9			14			(26	)		(26	)
Recognized net actuarial gain		—			—			(106	)		(103	)

Net periodic benefit cost	$	397		$	475		$	140		$	121

Employer Contributions

For the six months ended March 31, 2008, $282 of contributions have been made to the defined-benefit pension plans. The Company presently anticipates contributing an additional $2,739 to fund its pension plans in fiscal 2008 for a total of $3,021.

Note 6 — Refinancing Transactions

On December 29, 2006, the Company repaid its outstanding indebtedness under Neenah’s then existing credit facility, repurchased all $133,130 of Neenah’s outstanding 11% Senior Secured Notes due 2010 through an issuer tender offer, retired $75,000 of Neenah’s outstanding 13% Senior Subordinated Notes due 2013 (the 13% Notes) by exchanging them for $75,000 of new 12 ¹/₂% Senior Subordinated Notes due 2013 (the 12 ¹/₂% Notes) in a private transaction, and issued a notice to redeem the remaining $25,000 of 13% Notes that remained outstanding after the initial exchange. The remaining 13% Notes were redeemed on February 2, 2007. To fund these payments and to provide cash for capital expenditures, ongoing working capital requirements and general corporate purposes, Neenah (a) issued $225,000 of 9 ¹/₂% Senior Secured Notes due 2017 (the 9 ¹/₂% Notes) and the $75,000 of 12 ¹/₂% Notes and (b) entered into an amended and restated credit facility (the 2006 Credit Facility) providing for borrowings in an amount up to $100,000. The 12 ¹/₂% Notes were issued in a related party transaction with a substantial stockholder of the Company in exchange for 13% Notes held by such stockholder.

As a result of the refinancing transactions discussed above, Neenah incurred $20,429 of debt refinancing costs in the year ended September 30, 2007. This amount consisted of a $12,917 tender premium paid to repurchase the 11% Senior Secured Notes, $5,940 to write off the unamortized discount on the 11% Senior Secured Notes and $1,572 to write off the unamortized deferred financing costs on the indebtedness existing prior to the refinancing.

Note 7 — Cost Reduction Actions

On November 16, 2007, the Company announced a restructuring plan to reduce costs and improve general operating efficiencies. The restructuring primarily consisted of salaried headcount reductions at the Company’s operating facilities. In connection with the restructuring plan, the Company incurred employee termination costs of $1,227, which were recognized as a charge to operations during the first quarter of fiscal 2008. The employee termination costs are presented as restructuring costs in the condensed consolidated statement of operations. During the first six months of fiscal 2008, $639 of employee termination costs were paid, with the remaining $588 recorded in accrued wages and employee benefits in the condensed consolidated balance sheet. A majority of the employee termination costs relate to headcount reductions in the castings segment with a small portion attributable to the forgings segment.

Note 8 — Segment Information

The Company has two reportable segments, Castings and Forgings. The Castings segment manufactures and sells gray and ductile iron castings for the industrial and municipal markets, while the Forgings segment manufactures and sells forged components for the industrial market. The Other segment includes machining operations and freight hauling.

The Company evaluates performance and allocates resources based on the operating income before depreciation and amortization charges of each segment. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K. The following segment information is presented:


	Three months ended						Six months ended
	March 31,						March 31,
	2008			2007			2008			2007
Revenues from external customers:
Castings	$	101,318		$	99,936		$	191,331		$	205,513
Forgings		11,211			9,397			20,209			19,463
Other		4,459			5,276			8,961			8,700
Elimination of intersegment revenues		(2,330	)		(2,820	)		(4,618	)		(4,545	)

	$	114,658		$	111,789		$	215,883		$	229,131


Net income (loss):
Castings	$	(6,746	)	$	(4,033	)	$	(10,406	)	$	(16,729	)
Forgings		306			(44	)		118			287
Other		76			(128	)		67			(148	)
Elimination of intersegment loss		83			208			161			157

	$	(6,281	)	$	(3,997	)	$	(10,060	)	$	(16,433	)


	March 31,			September 30,
	2008			2007
Total assets:
Castings	$	452,264		$	431,906
Forgings		21,801			19,015
Other		9,034			8,336
Elimination of intersegment assets		(16,801	)		(15,283	)

	$	466,298		$	443,974

NEENAH FOUNDRY COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)


	March 31,		September 30,
	2008		2007(1)
	(Unaudited)
Assets
Current assets:
Cash	$	—	$	—
Accounts receivable, net		74,928		81,085
Inventories		76,138		64,196
Deferred income taxes		3,070		3,070
Refundable income taxes		6,729		6,501
Other current assets		5,987		6,479

Total current assets		166,852		161,331

Property, plant and equipment		207,167		179,522
Less accumulated depreciation		55,922		47,972

		151,245		131,550

Deferred financing costs, net		3,228		3,457
Identifiable intangible assets, net		51,389		54,951
Goodwill		86,699		86,699
Other assets		6,885		5,986

	$	466,298	$	443,974


Liabilities and stockholder’s equity
Current liabilities:
Accounts payable	$	35,114	$	27,764
Accrued wages and employee benefits		9,912		13,139
Accrued interest		5,532		5,449
Accrued interest — related party		2,344		2,344
Other accrued liabilities		4,107		5,016
Current portion of long-term debt		44,000		17,152
Current portion of capital lease obligations		213		213

Total current liabilities		101,222		71,077

Long-term debt		225,000		225,000
Long-term debt — related party		75,000		75,000
Capital lease obligations		1,118		1,222
Deferred income taxes		28,134		28,134
Postretirement benefit obligations		5,347		5,269
Other liabilities		10,211		7,960

Total liabilities		446,032		413,662

Commitments and contingencies

Stockholder’s equity:
Common stock		100		100
Capital in excess of par value		5,604		5,470
Retained earnings		10,511		20,571
Accumulated other comprehensive income		4,051		4,171

Total stockholder’s equity		20,266		30,312

	$	466,298	$	443,974

See notes to condensed consolidated financial statements.


(1)		The balance sheet as of September 30, 2007 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

NEENAH FOUNDRY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands)


	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2008			2007			2008			2007
Net sales	$	114,658		$	111,789		$	215,883		$	229,131
Cost of sales		105,822			100,561			193,514			199,448

Gross profit		8,836			11,228			22,369			29,683
Selling, general and administrative expenses		8,917			8,987			17,900			17,429
Restructuring costs		—			—			1,227			—
Amortization of intangible assets		1,780			1,780			3,562			3,560
Gain on disposal of equipment		(18	)		(25	)		(19	)		(64	)

Total operating expenses		10,679			10,742			22,670			20,925

Operating income (loss)		(1,843	)		486			(301	)		8,758
Interest expense		(5,402	)		(4,688	)		(10,684	)		(12,911	)
Interest expense – related party		(2,344	)		(2,344	)		(4,688	)		(2,344	)
Debt refinancing costs		—			—			—			(20,429	)

Loss before income taxes		(9,589	)		(6,546	)		(15,673	)		(26,926	)
Income tax benefit		(3,308	)		(2,549	)		(5,613	)		(10,493	)

Net loss	$	(6,281	)	$	(3,997	)	$	(10,060	)	$	(16,433	)


See notes to condensed consolidated financial statements.

NEENAH FOUNDRY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)


	Six Months Ended
	March 31,
	2008			2007
Operating activities
Net loss	$	(10,060	)	$	(16,433	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		11,877			10,223
Amortization of deferred financing costs and discount on notes		229			595
Write-off of deferred financing costs and discount on notes		—			7,512
Stock-based compensation		134			—
Changes in operating assets and liabilities		(914	)		(11,501	)

Net cash provided by (used in) operating activities		1,266			(9,604	)

Investing activities
Purchase of property, plant and equipment		(28,010	)		(20,948	)

Net cash used in investing activities		(28,010	)		(20,948	)

Financing activities
Net change in revolver balance		26,848			(24,595	)
Proceeds from long-term debt		—			225,000
Proceeds from long-term debt – related party		—			75,000
Payments on long-term debt and capital lease obligations		(104	)		(164,975	)
Payments on long-term debt – related party		—			(75,115	)
Debt issuance costs		—			(3,526	)

Net cash provided by financing activities		26,744			31,789

Increase in cash		—			1,237
Cash at beginning of period		—			910

Cash at end of period	$	—		$	2,147


See notes to condensed consolidated financial statements.

NEENAH FOUNDRY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands)

Note 1 — Basis of Presentation

Neenah Foundry Company (Neenah), together with its subsidiaries (collectively, the Company), is a wholly owned subsidiary of NFC Castings, Inc., which is a wholly owned subsidiary of Neenah Enterprises, Inc. (NEI). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending September 30, 2008. Certain reclassifications have been made to the fiscal 2007 condensed consolidated financial statements to conform to the fiscal 2008 presentation. Specifically, the $20,429 of debt refinancing costs presented as operating expenses in fiscal 2007 was reclassified to non-operating expenses in fiscal 2008 to conform with the presentation in Neenah’s Annual Report on Form 10-K for the year ended September 30, 2007. For further information, refer to the consolidated financial statements and footnotes thereto included in Neenah’s Annual Report on Form 10-K for the year ended September 30, 2007.

Note 2 — Inventories

The components of inventories are as follows:


	March 31,		September 30,
	2008		2007
Raw materials	$	8,163	$	6,941
Work in process and finished goods		51,231		41,407
Supplies		16,744		15,848

	$	76,138	$	64,196

Note 3 — Recent Accounting Pronouncements


Statement of Operations	As Originally						Effect of
Three Months Ended March 31, 2007	Reported			As Adjusted			Change
Cost of sales	$	101,056		$	100,561		$	(495	)
Gross profit		10,733			11,228			495
Operating loss		(9	)		486			495
Loss before income taxes		(7,041	)		(6,546	)		495
Income tax benefit		(2,742	)		(2,549	)		193
Net loss		(4,299	)		(3,997	)		302


Statement of Operations	As Originally						Effect of
Six Months Ended March 31, 2007	Reported			As Adjusted			Change
Cost of sales	$	199,773		$	199,448		$	(325	)
Gross profit		29,358			29,683			325
Operating income		8,433			8,758			325
Loss before income taxes		(27,251	)		(26,926	)		325
Income tax benefit		(10,620	)		(10,493	)		127
Net loss		(16,631	)		(16,433	)		198


Statement of Cash Flows	As Originally						Effect of
Six Months Ended March 31, 2007	Reported			As Adjusted			Change
Net loss	$	(16,631	)	$	(16,433	)	$	198
Changes in operating assets and liabilities		(11,303	)		(11,501	)		(198	)

Note 4 — Comprehensive Loss

Note 5 — Employee Benefit Plans

Components of Net Periodic Benefit Cost


	Pension Benefits						Postretirement Benefits
	Three months ended March 31,						Three months ended March 31,
	2008			2007			2008			2007
Service cost	$	461		$	382		$	55		$	50
Interest cost		1,097			788			81			75
Expected return on plan assets		(1,364	)		(939	)		—			—
Amortization of prior service cost (credit)		5			7			(13	)		(13	)
Recognized net actuarial gain		—			—			(53	)		(52	)

Net periodic benefit cost	$	199		$	238		$	70		$	60


	Pension Benefits						Postretirement Benefits
	Six months ended March 31,						Six months ended March 31,
	2008			2007			2008			2007
Service cost	$	922		$	763		$	110		$	100
Interest cost		2,194			1,576			162			150
Expected return on plan assets		(2,728	)		(1,878	)		—			—
Amortization of prior service cost (credit)		9			14			(26	)		(26	)
Recognized net actuarial gain		—			—			(106	)		(103	)

Net periodic benefit cost	$	397		$	475		$	140		$	121

Employer Contributions

Note 6 — Refinancing Transactions

On December 29, 2006, the Company repaid its outstanding indebtedness under its then existing credit facility, repurchased all $133,130 of its outstanding 11% Senior Secured Notes due 2010 through an issuer tender offer, retired $75,000 of its outstanding 13% Senior Subordinated Notes due 2013 (the 13% Notes) by exchanging them for $75,000 of new 12 ¹/₂% Senior Subordinated Notes due 2013 (the 12 ¹/₂% Notes) in a private transaction, and issued a notice to redeem the remaining $25,000 of 13% Notes that remained outstanding after the initial exchange. The remaining 13% Notes were redeemed on February 2, 2007. To fund these payments and to provide cash for capital expenditures, ongoing working capital requirements and general corporate purposes, the Company (a) issued $225,000 of 9 ¹/₂% Senior Secured Notes due 2017 (the 9 ¹/₂% Notes) and the $75,000 of 12 ¹/₂% Notes and (b) entered into an amended and restated credit facility (the 2006 Credit Facility) providing for borrowings in an amount up to $100,000. The 12 ¹/₂% Notes were issued in a related party transaction with a substantial stockholder of the Company’s ultimate parent, NEI, in exchange for 13% Notes held by such stockholder.

As a result of the refinancing transactions discussed above, the Company incurred $20,429 of debt refinancing costs in the year ended September 30, 2007. This amount consisted of a $12,917 tender premium paid to repurchase the 11% Senior Secured Notes due 2010, $5,940 to write off the unamortized discount on the 11% Senior Secured Notes and $1,572 to write off the unamortized deferred financing costs on the indebtedness existing prior to the refinancing.

Note 7 — Cost Reduction Actions

Note 8 — Subsidiary Guarantors

The following tables present condensed consolidating financial information as of March 31, 2008 and September 30, 2007 and for the three and six months ended March 31, 2008 and 2007 for: (a) Neenah and (b) on a combined basis, the guarantors of the 9¹/₂% Notes due 2017 and the 12¹/₂% Notes due 2013, which include all of the wholly owned subsidiaries of Neenah (“Subsidiary Guarantors”). Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are jointly, severally, fully and unconditionally liable under the guarantees, and the Company believes separate financial statements and other disclosures regarding the Subsidiary Guarantors are not material to investors.

Condensed Consolidating Balance Sheet
March 31, 2008


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash	$	48		$	(48	)	$	—		$	—
Accounts receivable, net		29,275			45,653			—			74,928
Inventories		29,612			46,526			—			76,138
Deferred income taxes		(409	)		3,479			—			3,070
Refundable income taxes		6,729			—			—			6,729
Other current assets		3,380			2,607			—			5,987

Total current assets		68,635			98,217			—			166,852

Investments in and advances to subsidiaries		128,662			—			(128,662	)		—
Property, plant and equipment, net		90,133			61,112			—			151,245
Deferred financing costs and intangible assets, net		40,509			14,108			—			54,617
Goodwill		86,699			—			—			86,699
Other assets		2,588			4,297			—			6,885

	$	417,226		$	177,734		$	(128,662	)	$	466,298


Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable	$	8,990		$	26,124		$	—		$	35,114
Net intercompany payable		—			126,688			(126,688	)		—
Accrued liabilities		14,335			7,560			—			21,895
Current portion of long-term debt		44,000			213			—			44,213

Total current liabilities		67,325			160,585			(126,688	)		101,222

Long-term debt and capital lease obligations		300,000			1,118			—			301,118
Deferred income taxes		18,663			9,471			—			28,134
Postretirement benefit obligations		5,347			—			—			5,347
Other liabilities		5,625			4,586			—			10,211
Stockholder’s equity		20,266			1,974			(1,974	)		20,266

	$	417,226		$	177,734		$	(128,662	)	$	466,298

Note 8 — Subsidiary Guarantors (continued)

Condensed Consolidating Balance Sheet
September 30, 2007


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated
Assets
Current assets:
Cash	$	969		$	(969	)	$	—		$	—
Accounts receivable, net		37,052			44,033			—			81,085
Inventories		25,143			39,053			—			64,196
Refundable income taxes		6,501			—			—			6,501
Deferred income taxes		(409	)		3,479			—			3,070
Other current assets		4,072			2,407			—			6,479

Total current assets		73,328			88,003			—			161,331

Investments in and advances to subsidiaries		123,314			—			(123,314	)		—
Property, plant and equipment, net		73,683			57,867			—			131,550
Deferred financing costs and intangible assets, net		43,591			14,817			—			58,408
Goodwill		86,699			—			—			86,699
Other assets		1,711			4,275			—			5,986

	$	402,326		$	164,962		$	(123,314	)	$	443,974


Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable	$	10,236		$	17,528		$	—		$	27,764
Net intercompany payable		—			111,947			(111,947	)		—
Accrued liabilities		16,040			9,908			—			25,948
Current portion of long-term debt		17,152			213			—			17,365

Total current liabilities		43,428			139,596			(111,947	)		71,077

Long-term debt and capital lease obligations		300,000			1,222			—			301,222
Deferred income taxes		19,945			8,189			—			28,134
Postretirement benefit obligations		5,269			—			—			5,269
Other liabilities		3,372			4,588			—			7,960
Stockholder’s equity		30,312			11,367			(11,367	)		30,312

	$	402,326		$	164,962		$	(123,314	)	$	443,974

Note 8 — Subsidiary Guarantors (continued)

Condensed Consolidating Statement of Operations
Three months ended March 31, 2008


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated
Net sales	$	44,930		$	71,151		$	(1,423	)	$	114,658
Cost of sales		40,037			67,208			(1,423	)		105,822

Gross profit		4,893			3,943			—			8,836

Selling, general and administrative expenses		4,731			4,186			—			8,917
Amortization of intangible assets		1,426			354			—			1,780
Gain on disposal of equipment		(2	)		(16	)		—			(18	)

Operating loss		(1,262	)		(581	)		—			(1,843	)

Net interest expense		(3,532	)		(4,214	)		—			(7,746	)

Loss before income taxes and equity in loss of subsidiaries		(4,794	)		(4,795	)		—			(9,589	)
Income tax benefit		(1,681	)		(1,627	)		—			(3,308	)

		(3,113	)		(3,168	)		—			(6,281	)
Equity in loss of subsidiaries		(3,168	)		—			3,168			—

Net loss	$	(6,281	)	$	(3,168	)	$	3,168		$	(6,281	)

Condensed Consolidating Statement of Operations
Three months ended March 31, 2007


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated
Net sales	$	44,841		$	68,338		$	(1,390	)	$	111,789
Cost of sales		37,988			63,963			(1,390	)		100,561

Gross profit		6,853			4,375			—			11,228

Selling, general and administrative expenses		4,400			4,587			—			8,987
Amortization of intangible assets		1,426			354			—			1,780
Gain on disposal of equipment		(6	)		(19	)		—			(25	)

Operating income (loss)		1,033			(547	)		—			486

Net interest expense		(2,920	)		(4,112	)		—			(7,032	)


Loss before income taxes and equity in loss of subsidiaries		(1,887	)		(4,659	)		—			(6,546	)
Income tax benefit		(734	)		(1,815	)		—			(2,549	)

		(1,153	)		(2,844	)		—			(3,997	)
Equity in loss of subsidiaries		(2,844	)		—			2,844			—

Net loss	$	(3,997	)	$	(2,844	)	$	2,844		$	(3,997	)

Note 8 — Subsidiary Guarantors (continued)

Condensed Consolidating Statement of Operations
Six months ended March 31, 2008


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated

Net sales	$	90,233		$	128,508		$	(2,858	)	$	215,883
Cost of sales		76,317			120,055			(2,858	)		193,514

Gross profit		13,916			8,453			—			22,369

Selling, general and administrative expenses		9,747			8,153			—			17,900
Restructuring costs		885			342			—			1,227
Amortization of intangible assets		2,853			709			—			3,562
Gain on disposal of equipment		(2	)		(17	)		—			(19	)

Operating income (loss)		433			(734	)		—			(301	)

Net interest expense		(6,931	)		(8,441	)		—			(15,372	)

Loss before income taxes and equity in loss of subsidiaries		(6,498	)		(9,175	)		—			(15,673	)
Income tax benefit		(2,327	)		(3,286	)		—			(5,613	)

		(4,171	)		(5,889	)		—			(10,060	)
Equity in loss of subsidiaries		(5,889	)		—			5,889			—

Net loss	$	(10,060	)	$	(5,889	)	$	5,889		$	(10,060	)

Condensed Consolidating Statement of Operations
Six months ended March 31, 2007


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated

Net sales	$	100,014		$	132,124		$	(3,007	)	$	229,131
Cost of sales		79,116			123,339			(3,007	)		199,448

Gross profit		20,898			8,785			—			29,683

Selling, general and administrative expenses		8,621			8,808			—			17,429
Amortization of intangible assets		2,852			708			—			3,560
Gain on disposal of equipment		(11	)		(53	)		—			(64	)

Operating income (loss)		9,436			(678	)		—			8,758

Net interest expense		(7,027	)		(8,228	)		—			(15,255	)
Debt refinancing costs		(20,429	)		—						(20,429	)


Loss before income taxes and equity in loss of subsidiaries		(18,020	)		(8,906	)		—			(26,926	)
Income tax benefit		(7,023	)		(3,470	)		—			(10,493	)

		(10,997	)		(5,436	)		—			(16,433	)
Equity in loss of subsidiaries		(5,436	)		—			5,436			—

Net loss	$	(16,433	)	$	(5,436	)	$	5,436		$	(16,433	)

Note 8 — Subsidiary Guarantors (continued)

Condensed Consolidating Statement of Cash Flows
Six months ended March 31, 2008


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated

Operating activities
Net loss	$	(10,060	)	$	(5,889	)	$	5,889		$	(10,060	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		5,523			6,354			—			11,877
Amortization of deferred financing costs and discount on notes		229			—			—			229
Stock-based compensation		134			—			—			134
Changes in operating assets and liabilities		873			(1,787	)		—			(914	)

Net cash provided by (used in) operating activities		(3,301	)		(1,322	)		5,889			1,266

Investing activities
Investments in and advances to subsidiaries		(5,348	)		11,237			(5,889	)		—
Purchase of property, plant and equipment		(19,120	)		(8,890	)		—			(28,010	)

Net cash provided by (used in) investing activities		(24,468	)		2,347			(5,889	)		(28,010	)

Financing activities
Net change in revolver balance		26,848			—			—			26,848
Payments on long-term debt and capital lease obligations		—			(104	)		—			(104	)

Net cash provided by (used in) financing activities		26,848			(104	)		—			26,744


Increase (decrease) in cash		(921	)		921			—			—
Cash at beginning of period		969			(969	)		—			—

Cash at end of period	$	48		$	(48	)	$	—		$	—

Note 8 — Subsidiary Guarantors (continued)

Condensed Consolidating Statement of Cash Flows
Six months ended March 31, 2007


				Subsidiary
	Neenah			Guarantors			Eliminations			Consolidated

Operating activities
Net loss	$	(16,433	)	$	(5,436	)	$	5,436		$	(16,433	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		4,622			5,601			—			10,223
Amortization of deferred financing costs and discount on notes		595			—			—			595
Write-off of deferred financing costs and discount on notes		7,512			—						7,512
Changes in operating assets and liabilities		(15,357	)		3,856			—			(11,501	)

Net cash provided by (used in) operating activities		(19,061	)		4,021			5,436			(9,604	)

Investing activities
Investments in and advances to subsidiaries		3,169			2,267			(5,436	)		—
Purchase of property, plant and equipment		(14,183	)		(6,765	)		—			(20,948	)

Net cash used in investing activities		(11,014	)		(4,498	)		(5,436	)		(20,948	)

Financing activities
Net change in revolver balance		(24,595	)		—						(24,595	)
Proceeds from long-term debt		300,000			—						300,000
Payments on long-term debt and capital lease obligations		(239,996	)		(94	)		—			(240,090	)
Debt issuance costs		(3,526	)		—			—			(3,526	)

Net cash provided by (used in) financing activities		31,883			(94	)		—			31,789


Increase in cash		1,808			(571	)		—			1,237
Cash at beginning of period		2,433			(1,523	)		—			910

Cash at end of period	$	4,241		$	(2,094	)	$	—		$	2,147

Note 9 — Segment Information


	Three months ended						Six months ended
	March 31,						March 31,
	2008			2007			2008			2007
Revenues from external customers:
Castings	$	101,318		$	99,936		$	191,331		$	205,513
Forgings		11,211			9,397			20,209			19,463
Other		4,459			5,276			8,961			8,700
Elimination of intersegment revenues		(2,330	)		(2,820	)		(4,618	)		(4,545	)

	$	114,658		$	111,789		$	215,883		$	229,131

Net income (loss):
Castings	$	(6,746	)	$	(4,033	)	$	(10,406	)	$	(16,729	)
Forgings		306			(44	)		118			287
Other		76			(128	)		67			(148	)
Elimination of intersegment loss		83			208			161			157

	$	(6,281	)	$	(3,997	)	$	(10,060	)	$	(16,433	)


	March 31,			September 30,
	2008			2007
Total assets:
Castings	$	452,264		$	431,906
Forgings		21,801			19,015
Other		9,034			8,336
Elimination of intersegment assets		(16,801	)		(15,283	)

	$	466,298		$	443,974

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

As used in this report, except as the context otherwise requires, the terms “NEI,” “Company,” “we,” “our,” “ours,” and “us” refers to Neenah Enterprises, Inc. and its direct and indirect subsidiaries, collectively and individually, as appropriate from the context. Except as the context otherwise requires, “Neenah” refers to our indirect subsidiary, Neenah Foundry Company, and its wholly-owned subsidiaries.

In addition to historical information, this Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this quarterly report include some “forward-looking statements” that involve risks and uncertainties that could cause our actual results to differ materially from those currently anticipated. Forward-looking statements give our current expectations or forecasts of future events. The words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions are generally intended to identify forward-looking statements. Factors that could cause our results to differ materially from current expectations include material disruptions to the major industries we serve; continued price fluctuations in the scrap metal market; increases in price or interruptions in the availability of metallurgical coke; regulatory restrictions or requirements; developments affecting the valuation or prospects of the casting and forging industries generally or our business in particular; the outcome of legal proceedings in which we are involved; and other factors described or referenced in our Form 10-K for the year ended September 30, 2007 or subsequent SEC filings. You should not place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements after the date of this document.

Recent Developments

Steel Scrap Cost Increases. In recent months, we have experienced significant increases in the cost of steel scrap used in our manufacturing process. From December 2007 to April 2008, the cost of steel scrap (measured by quoted prices for shredded steel by Iron Age publication for the Chicago market) has risen $290 per ton, an increase of 104%. Of all the varying costs of raw materials, fluctuations in the cost of steel scrap impact our business the most. The cost for steel scrap is subject to market forces that are unpredictable and largely beyond our control, including demand by U.S. and international industries, freight costs and speculation. Although we have surcharge arrangements with our industrial customers that enable us to adjust industrial casting prices to reflect steel scrap cost fluctuations, these adjustments have historically lagged behind the current cost of steel scrap during periods of rapidly rising or falling steel scrap costs because these adjustments were generally based on average market costs for prior periods. We are currently reviewing surcharge procedures with our industrial customers in an attempt to recover scrap cost increases on a real time basis. We have historically recovered steel scrap cost increases for municipal products through periodic price increases. However, the recent increases in steel scrap costs have forced us to institute a price increase coupled with a surcharge on our municipal casting products. Our ability to recover the steel scrap increases from our customers will determine the extent of the adverse effect they will have on our business, financial condition and results of operations.

New Mold Line. We are continuing to invest in a $54 million capital project to replace a 40-year-old mold line at our Neenah facility. Our new state-of-the-art mold line is expected to significantly enhance operating efficiencies, increase capacity and provide expanded molding capabilities for our heavy municipal products. As of March 31, 2008, $43.4 million (excluding capitalized interest of $2.3 million) had been spent on the new mold line project with approximately $10.6 million remaining to be spent to complete the project. Based on our current and projected level of operations, we anticipate that our operating cash flows and borrowings under the 2006 Credit Facility will be sufficient to fund this and other anticipated operational investments, including working capital and capital expenditure needs, over the remaining construction timeframe. The mold line has been installed and is currently going through planned startup stages according to our launch schedule. We expect the mold line to become fully operational during the quarter ended June 30, 2008.

Labor Agreement at Dalton. In April 2008, production employees at the Dalton-Warsaw facility agreed to a new five-year collective bargaining agreement. This new agreement expires in April 2013.

Order for Abatement at Gregg Facility. Due to neighborhood complaints, we were operating the Gregg facility under the terms of an order for abatement with the California South Coast Air Quality Management District (SCAQMD). Despite being in compliance with federal and state emission laws, the order required us to comply with certain operating parameters in an effort to reduce odors. Failure to operate within such criteria could have resulted in the SCAQMD suspending operations at the Gregg facility. The order expired on September 20, 2007 and Gregg is currently negotiating settlements with the SCAQMD regarding outstanding notices of violation (NOV’s) for odor complaints. Gregg does not expect any issues in settling the NOV’s and is expecting to conclude negotiations in July 2008. We believe we are in compliance with all other operating requirements and that our actions have resulted in a substantial reduction in the intensity and frequency of downwind odors.

Cost Reduction Actions. On November 16, 2007, we announced a restructuring plan intended to reduce costs and improve general operating efficiencies. The restructuring primarily consisted of salaried headcount reductions at the Company’s operating facilities. In connection with the restructuring plan, the Company incurred employee termination costs of approximately $1.2 million, on a pretax basis, which were recognized as a charge to operations during the first quarter of fiscal 2008.

Reverse Stock Split. On August 3, 2007, an amendment to NEI’s certificate of incorporation effected a 1-for-5 reverse stock split, among other things. All of the share and per share amounts in this filing have been retroactively restated to adjust for the reverse stock split.

Refinancing Transactions. On December 29, 2006, we repaid our outstanding indebtedness under Neenah’s then existing credit facility, repurchased all $133.1 million of Neenah’s outstanding 11% Senior Secured Notes due 2010 through an issuer tender offer, retired $75 million of Neenah’s outstanding 13% Senior Subordinated Notes due 2013 (the “13% Notes”) by exchanging them for $75 million of new 12 ¹/₂% Senior Subordinated Notes due 2013 (the “12 ¹/₂% Notes”) in a private transaction, and called for redemption all $25 million of Neenah’s 13% Notes that remained outstanding after the exchange for 12 ¹/₂% Notes. The remaining 13% Notes were redeemed on February 2, 2007. To fund these payments and to provide cash for our capital expenditures, ongoing working capital requirements and general corporate purposes, Neenah (a) issued $225 million of new 9 ¹/₂% Senior Secured Notes due 2017 (the “9 ¹/₂% Notes”) and the $75 million of 12 ¹/₂% Notes and (b) entered into an amended and restated credit facility (the “2006 Credit Facility”) providing for borrowings in an amount of up to $100 million. The 9 ¹/₂% Notes were initially issued in a private offering that was not registered under the Securities Act, and were subsequently registered pursuant to an exchange offer in which the unregistered notes were exchanged for freely transferable notes. That exchange offer was completed on April 18, 2007. We refer to these actions collectively as the “Refinancing Transactions.”

Results of Operations

The following discussions compare the results of operations of the Company for the three and six months ended March 31, 2008, to the results of the operations of the Company for the three and six months ended March 31, 2007.

Three months ended March 31, 2008 and 2007

Net sales. Net sales for the three months ended March 31, 2008 were $114.7 million, which were $2.9 million or 2.6% higher than the quarter ended March 31, 2007. The increase was primarily due to increases in sales to the construction and agriculture equipment market offset by reduced shipments of heavy-duty truck components and municipal products. Sales to construction and agriculture equipment markets were up approximately $10.4 million in the second quarter of fiscal 2008 from the second quarter of fiscal 2007. Due to reduced build rates of heavy-duty trucks, sales of heavy-duty truck products were down approximately $7.6 million in the second quarter of fiscal 2008 from the second quarter of fiscal 2007. Sales of municipal products were down approximately $2.3 million in the second quarter of fiscal 2008 from the second quarter of fiscal 2007, reflecting continued softness in the overall housing sector. Sales to other markets, primarily components shipped to heating, ventilation and air conditioning customers, were up approximately $2.4 million in the second quarter of fiscal 2008 from the second quarter of fiscal 2007.

Cost of sales. Cost of sales for the three months ended March 31, 2008 were $105.8 million, an increase of $5.2 million, or 5.2%, as compared to the quarter ended March 31, 2007. Cost of sales as a percentage of net sales increased to 92.2% for the three months ended March 31, 2008 from 90.0% for the three months ended March 31, 2007, primarily as a result of an approximately 22% increase in raw material unit costs, principally in the price of steel scrap, and a decreased ability to absorb fixed manufacturing costs due to lower production levels.

Gross profit. Gross profit for the three months ended March 31, 2008 was $8.9 million, a decrease of $2.3 million, or 20.5%, as compared to the quarter ended March 31, 2007. Gross profit as a percentage of net sales decreased to 7.8% for the three months ended March 31, 2008 from 10.0% for the three months ended March 31, 2007, primarily as a result of the increased raw material costs and a decreased ability to absorb fixed costs due to lower production levels as discussed above.

Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended March 31, 2008 were $8.9 million, a decrease of $0.1 million, or 1.1%, as compared to the $9.0 million for the quarter ended March 31, 2007. Selling, general and administrative expenses as a percentage of net sales decreased to 7.8% for the quarter ended March 31, 2008 from 8.1% for the quarter ended March 31, 2007.

Amortization of intangible assets. Amortization of intangible assets was $1.8 million for the three months ended March 31, 2008 and 2007.

Operating income (loss). Operating loss was $1.8 million for the three months ended March 31, 2008, a decrease of $2.3 million from operating income of $0.5 million for the quarter ended March 31, 2007. As a percentage of net sales, the operating loss was 1.5% for the three months ended March 31, 2008 compared to operating income of 0.4% for the three months ended March 31, 2007. The decrease in operating income was primarily due to the increase in raw materials costs.

Net interest expense. Net interest expense was $7.7 million for the three months ended March 31, 2008 compared to $7.0 million for the quarter ended March 31, 2007. The increase in interest expense was the result of the increased level of borrowing on the revolving line of credit.

Income tax provision. The effective tax rate for the three months ended March 31, 2008 and 2007 was 34.7% and 38.5%, respectively. The decrease in the effective tax rate is primarily due to an increase in Federal income tax deductions available to manufacturers for qualified production activities.

Six months ended March 31, 2008 and 2007

Net sales. Net sales for the six months ended March 31, 2008 were $215.9 million, which were $13.2 million or 5.8% lower than the six months ended March 31, 2007. The decrease was primarily due to reduced shipments of heavy-duty truck components and municipal products partially offset by an increase in sales to the construction and agriculture equipment market. Due to new emission standards that took effect January 1, 2007, heavy-duty truck production declined significantly in calendar year 2007 (which includes the first quarter of our fiscal year 2008), as many buyers of heavy-duty trucks accelerated purchases into calendar year 2006, artificially increasing our sales to customers in the heavy-duty truck market in calendar year 2006 (which includes the first quarter of our fiscal year 2007). As a result, sales of heavy-duty truck products were down approximately $24.1 million for the six months ended March 31, 2008 compared to the six months ended March 31, 2007. New housing starts declined in the first six months of fiscal 2008 from the first six months of fiscal 2007, reflecting softness in the overall housing sector. As a result of this and other related factors, sales of municipal products were down approximately $5.3 million for the six months ended March 31, 2008 compared to the six months ended March 31, 2007. Sales to construction and agriculture equipment markets were up approximately $13.8 million in the six months ended March 31, 2008 compared to the six months ended March 31, 2007. Sales to other markets, primarily components shipped to heating, ventilation and air conditioning customers, were up approximately $2.4 million for the six months ended March 31, 2008 compared to the six months ended March 31, 2007.

Cost of sales. Cost of sales for the six months ended March 31, 2008 were $193.5 million, a decrease of $5.9 million, or 3.0%, as compared to the six months ended March 31, 2007. Cost of sales as a percentage of net sales increased to 89.6% for the six months ended March 31, 2008 from 87.0% for the six months ended March 31, 2007, primarily as a result of an approximately 21% increase in raw material unit costs, principally in the price of steel scrap, and a decreased ability to absorb fixed manufacturing costs due to lower production levels.

Gross profit. Gross profit for the six months ended March 31, 2008 was $22.4 million, a decrease of $7.3 million, or 24.6%, as compared to the six months ended March 31, 2007. Gross profit as a percentage of net sales decreased to 10.4% for the six months ended March 31, 2008 from 13.0% for the six months ended March 31, 2007, primarily as a result of the increased raw material costs and a decreased ability to absorb fixed costs due to lower production levels as discussed above.

Selling, general and administrative expenses. Selling, general and administrative expenses for the six months ended March 31, 2008 were $17.9 million, an increase of $0.5 million, or 2.9%, as compared to the $17.4 million for the six months ended March 31, 2007, primarily due to increased legal and professional fees incurred in the six months ended March 31, 2008. Selling, general and administrative expenses as a percentage of net sales increased to 8.3% for the six months ended March 31, 2008 from 7.6% for the six months ended March 31, 2007.

Restructuring costs. The Company recorded $1.2 million of restructuring costs during the six months ended March 31, 2008. These costs consisted of employee termination costs incurred as a result of salaried headcount reductions at the Company’s operating facilities.

Amortization of intangible assets. Amortization of intangible assets was $3.6 million for the six months ended March 31, 2008 and 2007.

Operating income (loss). Operating loss was $0.3 million for the six months ended March 31, 2008, a decrease of $9.1 million from operating income of $8.8 million for the six months ended March 31, 2007. As a percentage of net sales, the operating loss decreased to 0.1% for the six months ended March 31, 2008 from an operating income of 3.8% for the six months ended March 31, 2007. The decrease in operating income was due to the reduced sales volume, the increase in raw materials costs and employee termination costs.

Net interest expense. Net interest expense was $15.4 million for the six months ended March 31, 2008 compared to $15.3 million for the six months ended March 31, 2007.

Debt Refinancing Costs. The Company recorded $20.4 million of debt refinancing costs during the six months ended March 31, 2007 related to the Refinancing Transactions. This amount consisted of a $12.9 million tender premium paid to repurchase Neenah’s 11% Senior Secured Notes due 2010, $5.9 million to write off the unamortized discount on Neenah’s 11% Senior Secured Notes and $1.6 million to write off the unamortized deferred financing costs on Neenah’s indebtedness existing prior to the refinancing.

Income tax provision. The effective tax rate for the six months ended March 31, 2008 and 2007 was 35.7% and 39.0%, respectively. The decrease in the effective tax rate is primarily due to an increase in Federal income tax deductions available to manufacturers for qualified production activities.

Liquidity and Capital Resources

As of March 31, 2008, our outstanding indebtedness consisted of Neenah’s $225.0 million of outstanding 9¹/₂% Notes, $1.3 million of capital lease obligations, Neenah’s $75.0 million of outstanding 12¹/₂% Notes, and $44.0 million of borrowings outstanding under Neenah’s 2006 Credit Facility. Our primary sources of liquidity in the future will be cash flow from operations and borrowings under Neenah’s 2006 Credit Facility. We expect that ongoing requirements for debt service, capital expenditures, including Neenah’s new mold line, and other operating needs will be funded from these sources of funds.

2006 Credit Facility. The 2006 Credit Facility provides for borrowings in an amount up to $100.0 million and includes a provision permitting us from time to time to request increases (subject to the lenders’ consent) in the aggregate amount by up to $10.0 million with the increases to be funded through additional commitments from existing lenders or new commitments from financial institutions acceptable to the current lenders. The 2006 Credit Facility matures on December 31, 2011. Outstanding borrowings bear interest at rates based on the lenders’ Base Rate, as defined, or, if Neenah so elects, at an adjusted rate based on LIBOR. Availability under the 2006 Credit Facility is subject to customary conditions and is limited by our borrowing base determined by the amount of our accounts receivable, inventories and casting patterns and core boxes. Amounts under the 2006 Credit Facility may be borrowed, repaid and reborrowed subject to the terms of the facility.

Most of Neenah’s wholly owned subsidiaries are co-borrowers under the 2006 Credit Facility and are jointly and severally liable with Neenah for all obligations under the 2006 Credit Facility, subject to customary exceptions for transactions of this type. In addition, NFC Castings, Inc. (“NFC”), NEI’s immediate subsidiary, and Neenah’s remaining wholly owned subsidiaries jointly, fully, severally and unconditionally guarantee the borrowers’ obligations under the 2006 Credit Facility, subject to customary exceptions for transactions of this type. The borrowers’ and guarantors’ obligations under the 2006 Credit Facility are secured by first priority liens, subject to customary restrictions, in Neenah’s and the guarantors’ accounts receivable, inventories, casting patterns and core boxes, business interruption insurance policies, certain inter-company loans, cash and deposit accounts and related assets, subject to certain exceptions, and any proceeds of the foregoing, and by second priority liens (junior to the liens securing the 9¹/₂% Notes) on substantially all of our and the guarantors’ remaining assets. The 9¹/₂% Notes discussed below, and the guarantees in respect thereof, are equal in right of payment to the 2006 Credit Facility, and the guarantees in respect thereof.

The 2006 Credit Facility requires Neenah to prepay outstanding principal amounts upon certain asset sales, upon certain equity offerings, and under certain other circumstances. It also requires us to observe certain customary conditions, affirmative covenants and negative covenants including financial covenants and it requires us to maintain a specified minimum interest coverage ratio or specified fixed charge coverage ratio whenever our unused availability is less than $15.0 million. At March 31, 2008, we had $44.0 million outstanding under the 2006 Credit Facility and had unused availability of $53.2 million. At March 31, 2008, we were in compliance with applicable bank covenants.

Non-compliance with the covenants could result in the requirement to immediately repay all amounts outstanding under the 2006 Credit Facility which could have a material adverse effect on our results of operations, financial position and cash flow. The 2006 Credit Facility also contains events of default customary for these types of facilities, including, without limitation, payment defaults, material misrepresentations, covenant defaults, bankruptcy and certain changes of ownership or control of NEI, Neenah, or NFC. We are prohibited from paying dividends, with certain limited exceptions, and are restricted to a maximum yearly stock repurchase of $1.0 million.

9¹/₂% Notes. The $225.0 million of outstanding 9¹/₂% Notes will mature on January 1, 2017. The 9¹/₂% Notes are fully and unconditionally guaranteed by Neenah’s existing and certain future direct and indirect wholly-owned domestic restricted subsidiaries. The 9¹/₂% Notes and the guarantees are secured by first-priority liens on substantially all of Neenah’s and the guarantors’ assets (other than accounts receivable, inventory, casting patterns and core boxes, business interruption insurance policies, certain inter-company loans, cash and deposit accounts and related assets, subject to certain exceptions, and any proceeds of the foregoing) and by second-priority liens, junior to the liens for the benefit of the lenders under the 2006 Credit Facility, on Neenah’s and the guarantors’ accounts receivable, inventories, casting patterns and core boxes, business interruption insurance policies, certain inter-company loans, cash and deposit accounts and related assets, subject to certain exceptions, and any proceeds of the foregoing. Interest on the 9¹/₂% Notes is payable on a semi-annual basis. Subject to the restrictions in the 2006 Credit Facility, the 9¹/₂% Notes are redeemable at our option in whole or in part at any time on or after January 1, 2012, at the redemption price specified in the indenture governing the 9¹/₂% Notes (104.750% of the principal amount redeemed beginning January 1, 2012, 103.167% beginning January 1, 2013, 101.583% beginning January 1, 2014 and 100.000% beginning January 1, 2015 and thereafter), plus accrued and unpaid interest up to the redemption date. Subject to certain conditions, until January 1, 2010, we also have the right to redeem up to 35% of the 9¹/₂% Notes with the proceeds of one or more equity offerings at a redemption price equal to 109.500% of the face amount thereof plus accrued and unpaid interest. Upon the occurrence of a “change of control” as defined in the indenture governing the notes, Neenah is required to make an offer to purchase the 9¹/₂% Notes at 101.000% of the outstanding principal amount thereof, plus accrued and unpaid interest up to the purchase date. The 9¹/₂% Notes contain customary covenants typical to this type of financing, such as limitations on (1) indebtedness, (2) restricted payments, (3) liens, (4) distributions from restricted subsidiaries, (5) sale of assets, (6) affiliate transactions, (7) mergers and consolidations and (8) lines of business. The 9¹/₂% Notes also contain customary events of default typical to this type of financing, such as (1) failure to pay principal and/or interest when due, (2) failure to observe covenants, (3) certain events of bankruptcy, (4) the rendering of certain judgments or (5) the loss of any guarantee.

12¹/₂% Notes. The $75.0 million of Neenah’s outstanding 12¹/₂% Notes will mature on September 30, 2013. The 12¹/₂% Notes were issued to Tontine Capital Partners, L.P. (“TCP”) in exchange for an equal principal amount of Neenah’s 13% Notes that were then held by TCP. The obligations under the 12¹/₂% Notes are senior to Neenah’s subordinated unsecured indebtedness, if any, and are subordinate to the 2006 Credit Facility and the 9¹/₂% Notes. Interest on the 12¹/₂% Notes is payable on a semi-annual basis. Not less than five percent (500 basis points) of the interest on the 12¹/₂% Notes must be paid in cash and the remainder (up to 7¹/₂% or 750 basis points) of the interest may be deferred at our option. We must pay interest on any interest so deferred at a rate of 12¹/₂% per annum. Neenah’s obligations under the 12¹/₂% Notes are guaranteed on an unsecured basis by each of Neenah’s wholly owned subsidiaries. Subject to the restrictions in the 2006 Credit Facility and in the indenture for the 9¹/₂% Notes, the 12¹/₂% Notes are redeemable at our option in whole or in part at any time, with not less than 30 days nor more than 60 days notice, at 100.000% of the principal amount thereof, plus accrued and unpaid interest up to the redemption date. Upon the occurrence of a “change of control,” Neenah is required to make an offer to purchase the 12¹/₂% Notes at 101.000% of the outstanding principal amount thereof, plus accrued and unpaid interest up to the purchase date. The 12¹/₂% Notes contain customary covenants typical to this type of financing, such as limitations on (1) indebtedness, (2) restricted payments, (3) liens, (4) distributions from restricted subsidiaries, (5) sale of assets, (6) affiliate transactions, (7) mergers and consolidations and (8) lines of business. The 12¹/₂% Notes also contain customary events of default typical to this type of financing, such as, (1) failure to pay principal and/or interest when due, (2) failure to observe covenants, (3) certain events of bankruptcy, (4) the rendering of certain judgments or (5) the loss of any guarantee.

Under the capital structure resulting from the Refinancing Transactions, we currently have no principal amortization requirements. We have been using cash flow from operations and a portion of our unused availability under the 2006 Credit Facility to fund the new mold line described above under “Recent Developments.”

For the six months ended March 31, 2008 and March 31, 2007, capital expenditures were $28.0 million and $20.9 million, respectively. The increased level of capital expenditures for the six months ended March 31, 2008 includes $16.4 million (including capitalized interest of $1.2 million) for the new mold line at the Neenah location described above under “Recent Developments.” Capital expenditures for the six months ended March 31, 2007 included $11.9 million (including capitalized interest of $0.2 million) for the new mold line at the Neenah location.

Our primary sources of liquidity are cash flow from operations and borrowings under Neenah’s 2006 Credit Facility. At March 31, 2008, we had $44.0 million outstanding under the 2006 Credit Facility and had unused availability of $53.2 million. Net cash provided by operating activities during the six months ended March 31, 2008 was $1.3 million, an increase of $10.9 million over net cash of $9.6 million used in operating activities during the six months ended March 31, 2007. The increase in cash provided by operating activities was primarily due to $12.9 million paid in the quarter ended December 31, 2006 for the tender premium to repurchase Neenah’s 11% Senior Secured Notes and due to changes in working capital balances. Operating cash flows for the six months ended March 31, 2008 are not necessarily indicative of the operating cash flows that may be expected for the remainder of fiscal 2008, due to the seasonality of our business.

Future Capital Needs. We are significantly leveraged. Our ability to meet debt obligations will depend upon future operating performance which will be affected by many factors, some of which are beyond our control. We are completing a major capital project to replace an existing mold line that is expected to enhance efficiency, increase capacity and provide expanded molding capabilities. Based on our current level of operations, we anticipate that our operating cash flows and borrowings under the 2006 Credit Facility will be sufficient to fund anticipated operational investments, including working capital and capital expenditure needs, for at least the next twelve months. If, however, we are unable to service our debt requirements as they become due or if we are unable to maintain ongoing compliance with applicable covenants, we may be forced to adopt alternative strategies that may include reducing or delaying capital expenditures, selling assets, restructuring or refinancing indebtedness or seeking additional equity capital. There can be no assurances that any of these strategies could be effected on satisfactory terms, if at all.

Off-Balance Sheet Arrangements

None.

Contractual Obligations

The following table includes the Company’s significant contractual obligations at March 31, 2008 (in millions):


			Less Than						More Than
	Total		1 year		1-3 Years		3-5 Years		5 Years
Long-term debt	$	300.0	$	—	$	—	$	—	$	300.0
Interest on long-term debt		246.3		30.8		61.5		61.5		92.5
Revolving line of credit		44.0		44.0		—		—		—
Interest and fees on revolving line of credit		2.2		2.2		—		—		—
Capital leases		1.3		0.2		0.4		0.4		0.3
Operating leases		5.2		1.9		2.3		0.8		0.2
New mold line commitments		10.6		10.6		—		—		—

Total contractual obligations	$	609.6	$	89.7	$	64.2	$	62.7	$	393.0

As of March 31, 2008, the Company had no material purchase obligations other than those arising in the ordinary course of business related to inventories and property, plant and equipment, which generally have terms of less than 90 days. The Company also has long-term obligations related to its pension and post-retirement plans which are discussed in detail in Note 9 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended September 30, 2007. For the six months ended March 31, 2008, $0.3 million of contributions have been made to the Company’s pension plans. The Company presently anticipates contributing an additional $2.7 million to fund its pension plans in fiscal 2008 for a total of $3.0 million. Post-retirement medical claims are paid as they are submitted and are anticipated to be $0.5 million in fiscal 2008. As of March 31, 2008, the Company’s expected payment for significant contractual obligations includes approximately $2.4 million of liabilities for unrecognized tax benefits associated with the adoption of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes.” The Company cannot make a reasonably reliable estimate of the period of potential cash settlement for these liabilities for unrecognized tax benefits.

Critical Accounting Estimates

There have been no changes in critical accounting estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2007.

Accounting Changes

The Company adopted provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” and FASB Staff Position No. AUG AIR-1, “Accounting for Planned Major Maintenance Activities” on October 1, 2007. See Note 3 to the Notes to Unaudited Consolidated Condensed Financial Statements in this Form 10-Q for information regarding these accounting changes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk related to changes in interest rates. We do not use derivative financial instruments for speculative or trading purposes.

Interest Rate Sensitivity. Although the 9¹/₂% Notes and the 12¹/₂% Notes are subject to fixed interest rates, the Company’s earnings are affected by changes in short-term interest rates as a result of its borrowings under the 2006 Credit Facility. As of March 31, 2008 the Company had $44.0 million outstanding under the 2006 Credit Facility. If market interest rates for such borrowings change by 1% during the remainder of the fiscal year ending September 30, 2008, the Company’s interest expense would increase or decrease by approximately $0.2 million. This analysis does not consider the effects of changes in the level of overall economic activity that could occur due to interest rate changes. Further, in the event of an upward change of such magnitude, management could take actions to further mitigate its exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in the Company’s financial structure.

Item 4. Controls and Procedures

Disclosure Control and Procedures. NEI’s and Neenah’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of NEI’s and Neenah’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon such evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, NEI’s and Neenah’s disclosure controls and procedures are effective (i) in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by NEI and Neenah in the reports that NEI and Neenah file or submit under the Exchange Act and (ii) to ensure that information required to be disclosed in the reports that NEI and Neenah file or submit under the Exchange Act is accumulated and communicated to NEI’s and Neenah’s management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting. There have not been any changes in NEI’s and Neenah’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, NEI’s and Neenah’s internal control over financial reporting.

NEENAH ENTERPRISES, INC.
NEENAH FOUNDRY COMPANY

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The following should be read in conjunction with Item 3. “Legal Proceedings” in Part I of our 2007 Annual Report on Form 10-K and Item 1. “Legal Proceedings” in Part II of our Quarterly Report on Form 10-Q for the quarter ended December 31, 2007.

See “Recent Developments—Order for Abatement at Gregg Facility” under Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I of this report, which is incorporated herein by reference.

Fox River Cleanup Matter. Certain areas of the Lower Fox River System in Wisconsin have been designated for remedial activities under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) due to PCB contamination. Neenah Foundry Company (“Neenah”) operates a facility near this area. With respect to the Fox River PCB site, Appleton Papers Inc. (“API”) and NCR Corporation (“NCR”) commenced an action in U.S. District Court for the Eastern District of Wisconsin on January 7, 2008 seeking to allocate among all responsible parties the equitable shares of response costs and natural resources damages associated with the environmental contamination of the Fox River. API and NCR indicated that they believe that other parties, including Neenah, should participate in the funding of this work because they allegedly contributed to the environmental contamination and are responsible parties. Accordingly, in a letter dated March 12, 2008, API and NCR notified Neenah that they were thereby terminating the 2004 tolling and standstill agreement among Neenah, NCR, API, and Arjo Wiggins Appleton Ltd., with the intent of adding Neenah as a party to the referenced litigation. On April 14, 2008, Neenah was served with a third amended complaint and joined as a defendant in the pending lawsuit brought by plaintiffs API and NCR. Plaintiffs make claims against Neenah (and other defendants) for response costs allegedly incurred by plaintiffs, contribution, and declaratory relief. No case management dates have yet been set in the case. Neenah will assert factual and legal defenses to these claims.

In addition to those legal proceedings discussed in our reports to the SEC, we are involved in various claims and litigation in the normal course of business. Although the results of legal proceedings cannot be predicted with certainty, in the judgment of management, the ultimate resolution of these matters is not likely to have a material adverse effect on our consolidated financial statements.

Item 4. Submission of Matters to a Vote of Security Holders

As previously reported in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, Neenah Enterprises, Inc. held its Annual Meeting of Stockholders on January 24, 2008. A quorum was present at the Annual Meeting, with 13,217,522 shares out of a total of 13,741,337 shares entitled to cast votes represented in person or by proxy at the meeting. Four proposals were submitted to stockholders at the meeting.

Proposal 1: To elect seven directors for terms expiring at the 2009 Annual Meeting of NEI Stockholders.

The stockholders voted to elect the seven directors nominated by the board of directors to serve as directors until the 2009 Annual Meeting of NEI Stockholders and until their respective successors are duly elected and qualified. The results of the vote are as follows:


	For	Withheld From
William M. Barrett	13,217,522	0
Albert E. Ferrara, Jr.	13,217,522	0
David B. Gendell	13,217,522	0
Stephen E.K. Graham	13,217,522	0
Joseph V. Lash	13,072,664	144,858
Jeffrey G. Marshall	13,217,522	0
Robert E. Ostendorf, Jr.	13,188,111	29,411

The directors of NEI are also the directors of Neenah Foundry Company.

Proposal 2: The ratification of Ernst & Young LLP as the independent registered public accounting firm for the 2008 fiscal year.

The stockholders voted to ratify Ernst & Young LLP as the independent registered public accounting firm for the 2008 fiscal year. The results of the vote are as follows:


For		13,217,522
Against		—
Abstentions		—
Broker Non-Votes		—

Proposal 3: The approval of the Neenah Enterprises, Inc. Incentive Compensation Plan.

The stockholders approved the Neenah Enterprises, Inc. Incentive Compensation Plan. The results of the vote are as follows:


For		12,254,850
Against		11,500
Abstentions		—
Broker Non-Votes		951,172

Proposal 4: The approval of the Neenah Enterprises, Inc. Management Equity Incentive Plan.

The stockholders approved the Neenah Enterprises, Inc. Management Equity Incentive Plan. The results of the vote are as follows:


For		12,254,850
Against		11,500
Abstentions		—
Broker Non-Votes		951,172

Item 6. Exhibits

(a) Exhibits

See the Exhibit Index following the signature page of this report, which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


	NEENAH ENTERPRISES, INC. NEENAH FOUNDRY COMPANY
DATE: May 13, 2008	/s/ Gary W. LaChey
	Gary W. LaChey
	Corporate Vice President — Finance and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

Exhibit Index
to
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2008


Exhibit No.	Description	Incorporated Herein by Reference to	Filed Herewith
10.1	General Release and Separation Agreement between Neenah Enterprises, Inc. and Joseph Varkoly	Exhibit 10.1 to Neenah Enterprises, Inc.’s Current Report on Form 8-K dated January 8, 2008

10.2	Form of Non-Qualified Stock Option Agreement under the Neenah Enterprises, Inc. Management Equity Incentive Plan		X

10.3	Form of Directors Restricted Stock Unit Agreement under the Neenah Enterprises, Inc. Management Equity Incentive Plan		X

10.4	Neenah Foundry Company Amended and Restated 2003 Severance and Change of Control Plan		X

31.1	Certification of Chief Executive Officer of Neenah Enterprises, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X

31.2	Certification of Chief Financial Officer of Neenah Enterprises, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X

31.3	Certification of Chief Executive Officer of Neenah Foundry Company pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X

31.4	Certification of Chief Financial Officer of Neenah Foundry Company pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X

32.1	Certification of Chief Executive Officer and Chief Financial Officer of Neenah Enterprises, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X

32.2	Certification of Chief Executive Officer and Chief Financial Officer of Neenah Foundry Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X

EX-10.2 2 c26701exv10w2.htm FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT exv10w2

Exhibit 10.2

NEENAH ENTERPRISES, INC. MANAGEMENT EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

This Agreement (the “Agreement”) is made as of , (the “Grant Date”) by and between Neenah Enterprises, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).

I GRANT OF OPTION

1.01 Grant of Option. The Company grants to the Optionee the option to purchase any part or all of an aggregate of shares of Common Stock (the “Option”). This Option is granted pursuant to the terms of the Neenah Enterprises, Inc. Management Equity Incentive Plan (the “Plan”) and this Agreement. Capitalized terms used in this Agreement and not defined herein shall have the meaning given to such terms in the Plan.

1.02 Option Price. The purchase price of the shares of Common Stock covered by the Option shall be $ per share.

II VESTING SCHEDULE

2.01 General. Subject to the terms and conditions set forth in this Agreement, including the accelerated vesting provisions set forth in Sections 2.02 and 2.03 below, this Option will become vested as set forth in the following table:


Number of Completed	Cumulative Percentage
Years of Service	of Optioned Shares
from Grant Date	Becoming Vested
Less than 1 Year		0	%
At least 1 but less than 2		33-1/3	%
At least 2 but less than 3		66-2/3	%
At least 3 years		100	%

2.02 Accelerated Vesting Due to Death, Disability or Retirement. In the event the Optionee terminates employment due to death, Disability or Retirement prior to becoming 100% vested in the Option, the Optionee shall be credited with pro rata monthly vesting for each complete month of employment since the most recent anniversary of the Grant Date. For example, if the Optionee terminates employment due to Disability two years and six months after the Grant Date, the Optionee shall be 83-1/3% vested in the Option.

2.03 Accelerated Vesting in Connection with Change of Control. In the event of a Change of Control, the following accelerated vesting rules shall apply:

(a) If the Option is not continued, assumed, converted or replaced, the Option shall be immediately vested in full.

(b) If the Option is continued, assumed, converted or replaced, vesting will not be accelerated unless, within 24 months following the Change of Control, the Optionee is terminated by the Company without Cause or the Optionee terminates employment for Good Reason. If the Optionee is terminated by the Company without Cause or the Optionee terminates employment for Good Reason within 24 months following the Change of Control, the Option shall be immediately vested in full.

2.04 Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below.

(a) “Cause” shall have the meaning ascribed to it in any employment agreement in effect between the Company or any of its Subsidiaries and the Optionee as of the date of the Optionee’s termination of employment and, in the absence of any such employment agreement, “Cause” means the occurrence of one or more of the following events: (i) the Optionee’s willful and material breach of, or gross negligence or malfeasance in the performance of, the Optionee’s duties with the Company; (ii) any material insubordination by the Optionee with respect to carrying out the reasonable instructions of the Board; (iii) the conviction for, or the entering of a guilty plea or plea of nolo contendere with respect to, a felony, the equivalent thereof or other crime with respect to which imprisonment of more than one year is a possible punishment or that is expected to result in significant economic or reputational injury to the Company (such determination to be made by the Board in its reasonable judgment); (iv) the Optionee’s breach of a fiduciary obligation to the Company Group or breach of any confidentiality or non-competition obligation to the Company Group; (v) any act of moral turpitude or willful misconduct by the Optionee that (1) is intended to result in personal enrichment of the Optionee or any related person at the expense of the Company Group or (2) is reasonably expected to result in significant economic or reputational injury to the Company (such determination to be made by the Board in its reasonable judgment); provided, however, that the Optionee shall have 21 days (or such longer period as is reasonable under the circumstances) after written notice by the Company of any such event constituting “Cause” hereunder in which to cure any failure or default under subsections (i) and (ii) that is curable.

(b) “Change of Control” means the consummation of any transaction or series of related transactions, the result of which is that: (i) any person or group (within the meaning of Rule 13d-5 of the Exchange Act), other than Tontine Capital Partners, L.P., a Delaware limited partnership (“Tontine”), together with its affiliates, shall own directly or indirectly, beneficially or of record, greater than 50% of the equity securities of the Company or Neenah Foundry Company (“Neenah”) on a fully diluted basis; (ii) substantially all of the assets of NEI and its subsidiaries taken as a whole are sold or NEI is merged or recapitalized and the stockholders of NEI do not own a majority of the voting stock of the surviving corporation, or (iii) after the first fully distributed public offering of voting stock of any member of the Company Group (1) any person or group (within the meaning of Rule 13d-5 of the Exchange Act), shall own directly or indirectly, beneficially or of record, a percentage of the issued and outstanding voting stock of the Company or Neenah on a fully diluted basis, having ordinary voting power in excess of 35% and in excess of the percentage then owned, directly or indirectly, beneficially and of record, on a fully diluted basis, by Tontine together with its affiliates, or (2) a majority of the seats on the boards of directors of the Company or Neenah (except in the case of any vacancy for 30 days or less resulting from the death or resignation of any director) is replaced during a twelve-month

period by persons who were neither (x) nominated by Tontine nor (y) appointed by directors so nominated, in each case, whether as the result of the purchase, issuance or sale of securities of any member of the Company Group or any merger, consolidation, liquidation, dissolution, recapitalization or similar transaction involving any member of the Company Group.

(c) “Disability” means the Optionee’s absence from employment with the Company which is due to his or her inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

(d) “Good Reason” means termination of the Grantee’s employment following a material diminution in the Grantee’s base salary, a material diminution in Grantee’s authority, duties and responsibilities or a material change in the geographic location at which the Grantee must perform services. Grantee may not terminate for Good Reason unless he or she provides the Company Group with notice of the condition constituting the Good Reason within 90 days of the existence of the condition and the Company Group fails to remedy the condition within 30 days of such notice.

(e) “Retirement” shall mean the Optionee’s termination of employment after age 55 and with at least ten years of service with the Company Group.

2.05 Fractional Shares. No fractional shares shall be issuable on exercise of this Option and if the application of the percentage set forth above would result in a fractional share, the number of shares exercisable shall be rounded up to the next full share.

III OPTION EXERCISABILITY

3.01 Termination of Option. All rights to exercise this Option shall terminate upon the earliest of:

(a) Three (3) months after the date of the Optionee’s termination of employment from the Company and its Subsidiaries for any reason other than for Cause or due to Disability, death or Retirement;

(b) The date the Company or one of its Subsidiaries terminates the Optionee’s employment for Cause;

(c) Twelve (12) months after the date of termination of the Optionee’s employment from the Company and its Subsidiaries by reason of death or Disability;

(d) Three (3) years after the Optionee terminates employment from the Company and its Subsidiaries on account of Retirement; or

(e) Seven (7) years from the Grant Date.

Notwithstanding the foregoing, in the event of a termination of employment within 24 months following a Change of Control, the three (3) month period in Section 3.01(a) above shall instead be twelve (12) months.

3.02 Exercise of Option. Optionee may exercise this Option to the extent vested by giving written notice of the exercise to the Company, in care of its Secretary, specifying the number of shares to be purchased, accompanied by payment in full of the purchase price therefor, together with all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option. The purchase price may be paid in (a) in cash (including check, bank draft, money order or wire transfer of immediately available funds), (b) by delivery (either actually or by attestation) of outstanding shares of Common Stock with a Fair Market Value on the date of exercise equal to the aggregate exercise price payable with respect to the Options’ exercise, (c) by shares of Common Stock that would otherwise be issued upon exercise of the Option, (d) by means of any cashless exercise procedures approved by the Committee and as may be in effect on the date of exercise, or (e) by any combination of the foregoing.

IV OTHER PROVISIONS

4.01 Government and Other Regulations. The obligation to sell and deliver shares of stock under the Plan shall be subject to all applicable laws, rules and regulations and the obtaining of all such approvals by governmental agencies as may be deemed necessary or desirable by the Company, including (without limitation) the satisfaction of all applicable federal, state and local tax withholding requirements. The Company shall have the power and the right to deduct or withhold, or require Optionee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including the Optionee’s FICA obligation) required by law to be withheld with respect to any taxable event arising or as a result of this Option.

4.02 No Employment Agreement Intended. This Agreement does not confer upon Optionee any right to continuation of employment in any capacity by the Company or a Subsidiary and does not constitute an employment agreement of any kind.

4.03 Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

4.04 Construction. This Agreement shall be administered, interpreted and enforced under the laws of the state of Delaware, without regard to conflicts of laws provisions that would give effect to the laws of another jurisdiction.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the day, month and year first set forth above.


		THE COMPANY: NEENAH ENTERPRISES, INC.

		By: Print Name: Title:

		OPTIONEE:

		Signature:
		Print Name:

EX-10.3 3 c26701exv10w3.htm FORM OF DIRECTORS RESTRICTED STOCK UNIT AGREEMENT exv10w3

Exhibit 10.3

NEENAH ENTERPRISES, INC. MANAGEMENT EQUITY INCENTIVE PLAN

DIRECTORS RESTRICTED STOCK UNIT AGREEMENT

This Agreement (the “Agreement”) is made as of , 2008 by and between Neenah Enterprises, Inc., a Delaware corporation (the “Company”), and (the “Director”).

I AWARD OF RESTRICTED STOCK UNITS

1.01 Grant of Restricted Stock Units. This Award applies to ___ shares of Common Stock that will be reflected in a book account maintained by the Company until they have been distributed following Director’s termination of service (the “Restricted Stock Units”). This Award is granted pursuant to the terms of the Neenah Enterprises, Inc. Management Equity Incentive Plan (the “Plan”). Capitalized terms used in this Agreement and not defined herein shall have the meaning given to such terms in the Plan.

1.02 Distribution of Restricted Stock Units. The Restricted Stock Units granted under this Agreement shall be fully vested upon grant. The Restricted Stock Units shall be distributed to Director within sixty (60) days following the date Director ceases to be a member of the Board. The Company shall deliver to the Director one Share for each Restricted Stock Unit.

II RIGHTS PRIOR TO DISTRIBUTION

2.01 No Voting, Dividend Rights. The Director will not have any right to vote the Restricted Stock Units or to receive credit for cash dividends prior to distribution.

2.02 Units are not Transferable. The Director shall not be deemed a stockholder of the Company with respect to any of the Restricted Stock Units prior to distribution. The Restricted Stock Units may not be sold, assigned, pledged, encumbered or otherwise transferred.

III OTHER PROVISIONS

3.01 Not a Retention Agreement. This Agreement does not confer upon Director any right to continuation of service in any capacity by the Company and does not constitute a service agreement of any kind.

3.02 Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company.

3.03 Construction. This Agreement shall be administered, interpreted and enforced under the laws of the state of Delaware, without regard to conflicts of laws provisions that would give effect to the laws of another jurisdiction.

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the day, month and year first set forth above.


		THE COMPANY: NEENAH ENTERPRISES, INC.

		By: Print Name: Title:

		DIRECTOR:

		Signature:
		Print Name:

EX-10.4 4 c26701exv10w4.htm AMENDED AND RESTATED 2003 SEVERANCE AND CHANGE OF CONTROL PLAN exv10w4

Exhibit 10.4

NEENAH FOUNDRY COMPANY AMENDED AND RESTATED
2003 SEVERANCE AND CHANGE OF CONTROL PLAN

1. Purpose.

This plan shall be known as the Neenah Foundry Company Amended and Restated 2003 Severance and Change of Control Plan (the “Plan”). The purpose of the Plan shall be to set forth payments and other benefits, if any, to which an executive of Neenah Foundry Company (the “Company”) or any of its Subsidiaries will be entitled upon termination of such person’s employment. This Plan document supersedes, in all respects, the prior version of the Plan, (as previously amended) as of the Effective Date.

2. Definitions. For purposes of this Plan, except when the context clearly indicates otherwise, the following terms shall have the meanings set forth below.

“Affiliate” means, in respect of any Person, any other Person who, directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) when used in respect of any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise.

“Base Salary” means, with respect to any Plan Participant, “Base Salary” as defined in such Plan Participant’s Employment Agreement.

“Board of Directors” and “Board” mean the board of directors of the Company.

“Cause” means, with respect to a Plan Participant, the occurrence of one or more of the following events: (i) such Plan Participant’s willful and material breach of, or gross negligence or malfeasance in the performance of, the Plan Participant’s duties under such Plan Participant’s Employment Agreement; (ii) any material insubordination by the Plan Participant with respect to carrying out the reasonable instructions of the Board; (iii) the conviction for, or the entering of a guilty plea or plea of nolo contendere with respect to, a felony, the equivalent thereof or other crime with respect to which imprisonment of more than one year is a possible punishment or that is expected to result in Significant Injury; (iv) a Plan Participant’s breach of a fiduciary obligation to the Company Group or breach of any confidentiality or non-competition obligation set forth herein; (v) any act of moral turpitude or willful misconduct by the Plan Participant that (1) is intended to result in personal enrichment of the Plan Participant or any related person at the expense of the Company Group or (2) is reasonably expected to result in Significant Injury; provided, however, that the Plan Participant shall have 21 days (or such longer period as is reasonable under the circumstances) after written notice by the Company of any such event constituting “Cause” hereunder in which to cure any failure or default under subsections (i) and (ii) that is curable.

“Change of Control” means the consummation of any transaction or series of related transactions, the result of which is that: (i) any Person or group (within the meaning of Rule 13d-5 of the Exchange Act), other than Tontine together with its Affiliates, shall own directly or

indirectly, beneficially or of record, greater than 50% of the equity securities of NEI or the Company on a fully diluted basis; (ii) substantially all of the assets of NEI and its Subsidiaries taken as a whole are sold or NEI is merged or recapitalized and the stockholders of NEI do not own a majority of the voting stock of the surviving corporation, or (iii) after the first fully distributed public offering of voting stock of any member of the Company Group (1) any Person or group (within the meaning of Rule 13d-5 of the Exchange Act), shall own directly or indirectly, beneficially or of record, a percentage of the issued and outstanding voting stock of NEI or the Company on a fully diluted basis, having ordinary voting power in excess of 35% and in excess of the percentage then owned, directly or indirectly, beneficially and of record, on a fully diluted basis, by Tontine together with its Affiliates, or (2) a majority of the seats on the boards of directors of NEI or the Company (except in the case of any vacancy for 30 days or less resulting from the death or resignation of any director) is replaced during a twelve-month period by persons who were neither (i) nominated by Tontine nor (ii) appointed by directors so nominated, in each case, whether as the result of the purchase, issuance or sale of securities of any member of the Company Group or any merger, consolidation, liquidation, dissolution, recapitalization or similar transaction involving any member of the Company Group. Notwithstanding the foregoing, no Change of Control shall have occurred unless the transaction or series of transactions results in a change in control within the meaning of Code Section 409A and the regulations thereunder. This Change of Control definition shall be interpreted in a manner which is consistent with Code Section 409A and the regulations thereunder.

“Change of Control Multiple” means, with respect to any Plan Participant, “Change of Control Multiple” as defined in such Plan Participant’s Employment Agreement.

“Change of Control Payment” has the meaning given to such term in Section 4(b) hereof.

“COBRA” means Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended and Section 4980B of the Code.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Compensation Committee of the Board or such other committee that consists solely of two or more individuals, each of whom is a Non-Employee Director and an “outside director” within the meaning of Treasury Regulation Section 1.162-27(e)(3).

“Company” has the meaning set forth in Section 1 hereof.

“Company Group” means NEI, the Company and their respective Subsidiaries.

“Effective Date” means , 2008.

“Employment Agreement” means the written agreement between any Plan Participant and the Company or any of its Subsidiaries pursuant to which such Plan Participant is entitled to the benefits under the Plan.

“Employment Period” means, with respect to a Plan Participant’s employment, the period from the effective date of the Employment Agreement until the date the Plan Participant is no longer employed with the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excise Taxes” has the meaning given to such term in Section 4(b) hereof.

“Good Reason” means with respect to any Plan Participant, the termination of such Plan Participant’s employment within a year following a material diminution in Participant’s Base Salary, a material diminution in the Participant’s authority, duties and responsibilities or a material change in the geographic location at which the Plan Participant must perform services and, solely with respect to Robert E. Ostendorf, either: (i) the failure of the Company Group to nominate Mr. Ostendorf to the Board of Directors of NEI and each of its subsidiaries; or (ii) the Board repeatedly overrides, supersedes or disregards reasonable decisions by Mr. Ostendorf or reasonable recommendations made by Mr. Ostendorf to the Board such that the Board materially interfered with Mr. Ostendorf’s ability to effectively function as President and Chief Executive Officer. A Participant may not terminate for Good Reason unless he provides the Company Group with notice of the condition constituting the Good Reason within 90 days of the existence of the condition and the Company Group fails to remedy the condition within 30 days of such notice.

“Gross-Up Amount” has the meaning given to such term in Section 4(b) hereof.

“NEI” means Neenah Enterprises, Inc. a Delaware corporation (formerly known as ACP Holding Company).

“Non-Employee Director” has the meaning given to such term in Rule 16b-3 under the Exchange Act and any successor thereto.

“Payout Period” means, with respect to any Plan Participant, “Payout Period” as defined in such Plan Participant’s Employment Agreement.

“Person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Plan” has the meaning set forth in Section 1 hereof.

“Plan Participant” means each of Robert E. Ostendorf, Jr., Gary LaChey, Frank Headington, Timothy Koller, William Martin, Steve Shaffer, John Andrews, Robert Gitter, Dennis O’Brien, Joseph Harvey, Ronald Schmucker, Jeffrey S. Jenkins and any other employee of the Company Group selected by the Board or the Committee.”

“Severance Multiple” means, with respect to any Plan Participant, “Severance Multiple” as defined in such Plan Participant’s Employment Agreement.

“Severance Payments” has the meaning given to such term in Section 4(a) hereof.

“Significant Injury” means significant economic or reputational injury or both (such determination to be made by the Board in its reasonable judgment) to the Company Group.

“Subsidiary” of any Person means a corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined voting power of such corporation or other entity entitled to elect the management thereof, or such lesser percentage as may be approved by the Committee, are owned directly or indirectly by such Person.

“Tontine” means Tontine Capital Partners, L.P., a Delaware limited partnership.

3. Administration.

The Plan shall be administered by the Committee; provided, that the Board may, in its discretion, at any time and from time to time, resolve to administer the Plan, in which case the term “Committee” shall be deemed to mean the Board for all purposes herein. Subject to the provisions of the Plan, the Committee shall be authorized to: (i) select persons to participate in the Plan in addition to those entitled to participate in the Plan pursuant to Employment Agreements entered into at or prior to the Effective Date; (ii) determine the form, substance, terms and conditions of each additional grant made under the Plan; (iii) certify that the conditions and restrictions applicable to any grant have been met; (iv) modify the terms of grants made under the Plan; (v) make any adjustments necessary or desirable in connection with grants made under the Plan to eligible participants located outside the United States; (vi) adopt, amend, or rescind rules and regulations for the administration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Employment Agreement, in the manner and to the extent it shall deem necessary or advisable, including so that the Plan and the operation of the Plan complies with the Code to the extent applicable and other applicable law; and (vii) exercise such powers and perform such acts as are deemed necessary or advisable to promote the best interests of the Company with respect to the Plan; provided, that in no event shall any amendment, modification, adjustment, correction or supplement to the Plan pursuant to the foregoing clauses (i) through (vii) adversely affect any Plan Participant without such Plan Participant’s consent. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto. No member of the Committee and no officer of the Company shall be liable for any action taken or omitted to be taken by such member, by any other member of the Committee or by any officer of the Company in connection with the performance of duties under the Plan, except for such person’s own willful misconduct or as expressly provided by statute.

The expenses of administering the Plan shall be borne by the Company.

4. Severance Arrangements; Change of Control Payments.

(a) Severance Arrangement. Except as provided in Sections 4(b), 4(c) and 4(d) below, if any Plan Participant’s employment with a member of the Company Group is terminated by such Person other than for Cause, or if any Plan Participant resigns from employment with such Person for Good Reason, such Plan Participant shall receive, during the Payout Period, (x) severance payments (“Severance Payments”) equal in the aggregate to the product of (1) the Severance Multiple and (2) Base Salary of such Plan Participant and (y) the health benefits, at the Company’s cost (subject to satisfying insurability requirements), to which such Plan Participant would otherwise have been entitled pursuant to the Employment Agreement (subject to such Plan Participant’s COBRA election) and outplacement services, in each case, for the Payout Period. Severance Payments shall be made bi-weekly, in accordance with normal payroll practices for the Payout Period except that if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(a) during the first 6 months following a Participant’s termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii). The Company’s health benefits and outplacement services described above will be made available until the earlier of the end of the Payout Period or the receipt of comparable benefits on re-employment. Severance Payments shall not be reduced as a result of re-employment or otherwise.

(b) Termination upon Change of Control. If any Plan Participant’s employment with a member of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a Change of Control, such Plan Participant shall receive a lump sum cash payment in an amount equal to the product of (x) the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) will be payable by the Company to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii).

(c) Notwithstanding any other provision of Section 4 to the contrary, to the extent that: (i) NEI common stock is publicly tradable on an established securities market and (ii) any benefits provided pursuant to Section 4 during the first six months after the Participant’s termination are not paid pursuant to a qualified plan, a bona fide sick leave or vacation plan, a disability plan, a death benefit plan or a plan providing medical expense reimbursements which are non-taxable or a separation pay plan (within the meaning of the regulations under Code Section 409A), the Participant shall pay the cost of such coverage during the first six months following termination and shall be reimbursed for the cost of such coverage six months after Participant’s termination. Notwithstanding any other provision of this Section 4 to the contrary, including the preceding sentence, if the provision of any medical benefits coverage pursuant to this Section 4 would be discriminatory within the meaning of Code Section 105(h), then, to the extent necessary to prevent such discrimination, the Participant (or his survivors, as the case may be) shall pay the cost of such coverage and Participant (or his survivors, as the case may be) shall not be reimbursed by any member of the Company Group for doing so.

(d) Notwithstanding any other provision in this Plan or in the Plan Participant’s Employment Agreement, before the Severance Payments or Change of Control Payment and benefits under Sections 4(a) or 4(b) of this Plan are paid to a Plan Participant, the Plan Participant must first execute, return to the Company in a timely manner, and not revoke, any release(s) of claims against the Company, its Subsidiaries, shareholders, officers, directors, employees, agents, and the Plan as may be required under such Plan Participant’s Employment Agreement to receive payments in connection with the termination of the Plan Participant’s employment.

5. Termination of Employment.

A Participant shall be considered terminated for purposes of the Plan if, based on all relevant facts and circumstances, the Company Group reasonably anticipates that no further services will be performed after such date for any member of the Company Group or that the level of bona fide services that the Participant will perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36 month period. A Participant shall be considered to have terminated in connection with a leave of absence as provided in applicable regulations issued under Code Section 409A.

6. Amendment under the Plan.

The terms of any outstanding award, payment, grant or incentive under the Plan may be amended from time to time by the Committee solely to provide rights under the Plan that are more favorable to any Plan Participant; provided, that if such amendment adversely affects the rights of any Plan Participant, such amendment shall be deemed to affect such Plan Participant only upon such Plan Participant’s written consent.

7. Commencement Date; Termination Date.

The date of commencement of the Plan shall be the Effective Date.

Each Plan Participant shall be paid the awards, payments, grants and incentives to which such Plan Participant is entitled pursuant to the Plan as of the Effective Date, and the Plan shall not be terminated unless and until each Plan Participant receives such awards, payments, grants and incentives. No termination of the Plan shall materially and adversely affect any of the rights or obligations of any Plan Participant, without such Plan Participant’s written consent, under any grant of any incentives theretofore granted under the Plan.

8. Severability.

Whenever possible, each provision of the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Plan.

9. Governing Law.

The Plan shall be governed by the corporate laws of the State of Delaware, without giving effect to any choice of law provisions that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

EX-31.1 5 c26701exv31w1.htm 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER exv31w1

Exhibit 31.1

Certification of Chief Executive Officer of Neenah Enterprises, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert E. Ostendorf, Jr., President and Chief Executive Officer of Neenah Enterprises, Inc., certify that:

	1.		I have reviewed this report on Form 10-Q of Neenah Enterprises, Inc;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c)		Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: May 13, 2008


		/s/ Robert E. Ostendorf, Jr.
		Robert E. Ostendorf, Jr.
		President and Chief Executive Officer

EX-31.2 6 c26701exv31w2.htm 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER exv31w2

Exhibit 31.2

Certification of Chief Financial Officer of Neenah Enterprises, Inc. pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Gary W. LaChey, Corporate Vice President – Finance and Chief Financial Officer of Neenah Enterprises, Inc., certify that:

	1.		I have reviewed this report on Form 10-Q of Neenah Enterprises, Inc.

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c)		Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: May 13, 2008


		/s/ Gary W. LaChey
		Gary W. LaChey
		Corporate Vice President — Finance
		and Chief Financial Officer

EX-31.3 7 c26701exv31w3.htm 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER exv31w3

Exhibit 31.3

Certification of Chief Executive Officer of Neenah Foundry Company pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert E. Ostendorf, Jr., President and Chief Executive Officer of Neenah Foundry Company, certify that:

	1.		I have reviewed this report on Form 10-Q of Neenah Foundry Company;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c)		Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: May 13, 2008


		/s/ Robert E. Ostendorf, Jr.

		Robert E. Ostendorf, Jr.
		President and Chief Executive Officer

EX-31.4 8 c26701exv31w4.htm 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER exv31w4

Exhibit 31.4

Certification of Chief Financial Officer of Neenah Foundry Company pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Gary W. LaChey, Corporate Vice President – Finance and Chief Financial Officer of Neenah Foundry Company, certify that:

	1.		I have reviewed this report on Form 10-Q of Neenah Foundry Company;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

	4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c)		Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: May 13, 2008


		/s/ Gary W. LaChey
		Gary W. LaChey
		Corporate Vice President — Finance
		and Chief Financial Officer

EX-32.1 9 c26701exv32w1.htm SECTION 906 CERTIFICATION OF CEO AND CFO exv32w1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer of Neenah Enterprises, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Solely for the purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned President and Chief Executive Officer, and Corporate Vice President — Finance and Chief Financial Officer of Neenah Enterprises, Inc. (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATE: May 13, 2008


		/s/ Robert E. Ostendorf, Jr.
		Robert E. Ostendorf, Jr.
		President and Chief Executive Officer

		/s/ Gary W. LaChey
		Gary W. LaChey
		Corporate Vice President — Finance
		and Chief Financial Officer

EX-32.2 10 c26701exv32w2.htm SECTION 906 CERTIFICATION OF CEO AND CFO exv32w2

Exhibit 32.2

Certification of Chief Executive Officer and Chief Financial Officer of Neenah Foundry Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Solely for the purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned President and Chief Executive Officer, and Corporate Vice President — Finance and Chief Financial Officer of Neenah Foundry Company (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATE: May 13, 2008


		/s/ Robert E. Ostendorf, Jr.
		Robert E. Ostendorf, Jr.
		President and Chief Executive Officer

		/s/ Gary W. LaChey
		Gary W. LaChey
		Corporate Vice President — Finance
		and Chief Financial Officer

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