8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 5, 2008

NEENAH ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	000-52681	25-1618281
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2121 BROOKS AVENUE
P.O. BOX 729
NEENAH, WISCONSIN 54957
(Address of Principal executive offices, including Zip Code)

(920) 725-7000
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

NEENAH FOUNDRY COMPANY

(Exact name of registrant as specified in its charter)

WISCONSIN	333-28751	39-1580331
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2121 BROOKS AVENUE
P.O. BOX 729
NEENAH, WISCONSIN 54957
(Address of Principal executive offices, including Zip Code)

(920) 725-7000
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

On August 5, 2008, Neenah Foundry Company (the “Company”), an indirect wholly-owned subsidiary of Neenah Enterprises, Inc., and certain of its subsidiaries entered into a Consent and Joinder to Loan and Security Agreement (the “Consent”) with Bank of America, N.A., as Agent and as a lender, General Electric Capital Corporation, as a lender, and Wachovia Capital Finance Corporation (Central), as Syndication Agent and as a lender.

The Consent was entered into in connection with the Company’s request that the Agent and lenders consent to the acquisition discussed below under Item 8.01 and join the Company’s new wholly-owned subsidiary Morgan’s Welding, Inc. (formerly known as Neenah Welding, Inc.) to the Company’s Amended and Restated Loan and Security Agreement as a borrower thereunder.

A copy of the Consent is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On August 11, 2008, Neenah Enterprises, Inc. and Neenah Foundry Company (collectively, “Neenah”) announced that Neenah will host a conference call at 9:00 a.m. (Central Time) on Thursday, August 14, 2008 to discuss Neenah’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. A replay of this call will be available until August 21, 2008. Details of the call and the replay thereof are included in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On August 11, 2008, Neenah issued a press release announcing that a new wholly-owned subsidiary of the Company has purchased substantially all of the business and assets of Morgan’s Welding, Inc., a steel fabricator located in Pennsylvania, for a cash purchase price of $3.85 million plus the assumption of approximately $0.3 million of current liabilities, subject to a working capital adjustment. Upon closing, the new subsidiary changed its name to Morgan’s Welding, Inc.

A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Consent and Joinder to Loan and Security Agreement, dated as of August 5, 2008
99.1	Press Release, dated August 11, 2008, announcing conference call to discuss quarterly results
99.2	Press Release, dated August 11, 2008, relating to acquisition of Morgan’s Welding, Inc.

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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 hereunto duly authorized.

	NEENAH ENTERPRISES, INC.
Date: August 11, 2008	/s/ Jeffrey S. Jenkins
	Name:	Jeffrey S. Jenkins
	Title:	Corporate Vice President - Finance and Interim Chief Financial Officer
	NEENAH FOUNDRY COMPANY
Date: August 11, 2008	/s/ Jeffrey S. Jenkins
	Name:	Jeffrey S. Jenkins
	Title:	Corporate Vice President - Finance and Interim Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Consent and Joinder to Loan and Security Agreement, dated as of August 5, 2008
99.1	Press Release, dated August 11, 2008, announcing conference call to discuss quarterly results
99.2	Press Release, dated August 11, 2008, relating to acquisition of Morgan’s Welding, Inc.

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EX-10.1

Exhibit 10.1

CONSENT AND JOINDER TO LOAN AND SECURITY AGREEMENT

     This Consent and Joinder to Loan and Security Agreement (this “Consent”) dated as of August 5, 2008, is by and among Borrowers (as defined below), the undersigned Lenders, WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), as Syndication Agent, BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Co-Lead Arrangers and Book Managers and BANK OF AMERICA, N.A., as Agent for itself and the other Lenders who are from time to time party to that certain Amended and Restated Loan and Security Agreement (as amended from time to time, and as amended hereby, the “Amended and Restated Loan Agreement”) dated as of December 29, 2006, by and among NEENAH FOUNDRY COMPANY, a Wisconsin corporation (“Neenah”), as a Borrower, the Subsidiaries of Neenah that are party thereto as Borrowers (Neenah and such Subsidiaries are collectively, “Borrowers” and each, a “Borrower”), BANK OF AMERICA, N.A., as Agent for itself and the other Lenders, WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), as Syndication Agent for Lenders, BANC OF AMERICA SECURITIES LLC and CREDIT SUISSE SECURITIES (USA) LLC, as Co-Lead Arrangers and Book Managers and the other Lenders party thereto. All capitalized terms used in this Consent and not otherwise defined in this Consent shall have the same meanings herein as in the Amended and Restated Loan Agreement.

     WHEREAS, Neenah (a) prior to the date hereof, formed Neenah Welding, Inc., a Pennsylvania corporation and wholly owned direct subsidiary of Neenah and (b) on the date hereof, changed the name of Neenah Welding, Inc. to Morgan’s Welding , Inc. (“Morgan’s Welding”);

     WHEREAS, on the date hereof, Morgan’s Welding will purchase substantially all of the assets of REMWC, Inc. (formerly known as Morgan’s Welding, Inc.), a Pennsylvania corporation (the “Seller”), for a total price of $3,850,000 (subject to adjustment pursuant to the Asset Purchase Agreement referenced herein) pursuant to and in accordance with the terms and conditions of that certain Asset Purchase Agreement of even date herewith among Neenah Welding (now known as Morgan’s Welding), the Seller, and Robert E. Morgan, a final copy of which is attached hereto as Exhibit A (the “Acquisition”); and

     WHEREAS, Borrowers have requested that Agent and Lenders (i) consent to the Acquisition and (ii) join Neenah Welding to the Amended and Restated Loan Agreement as a Borrower thereunder. Subject to each of the terms and conditions set forth herein, Agent and Lenders have agreed to the requests described above.

     Now, therefore, the parties hereto hereby agree as follows:

     1. Consent. Subject to the prior satisfaction of the conditions set forth in Section 4 of this Consent, Agent and Lenders hereby consent to the Acquisition. Except as otherwise provided herein, this consent shall not constitute (a) a modification or alteration of the terms, conditions or covenants of the Amended and Restated Loan Agreement or any document entered into in connection therewith, or (b) a waiver, release or limitation upon the exercise by Agent or Lenders of any of their rights, legal or equitable, hereunder, except as to

the matters to which Agent and Lenders herein expressly consent. Except as set forth herein, Agent and Lenders reserve any and all rights and remedies which they have had, have or may have under the Amended and Restated Loan Agreement and the other Loan Documents.

     2. Borrower Joinder.

     (a) By its execution and delivery of this Consent, Morgan’s Welding agrees, from and after the date hereof, to be a Borrower under the Amended and Restated Loan Agreement and the other Loan Documents, to assume all of the obligations of a Borrower thereunder (including without limitation, the joint and several obligation to repay all Loans and other amounts outstanding under the Amended and Restated Loan Agreement), and to make and be bound by all of the representations and warranties, covenants, terms and conditions of a Borrower thereunder as if it were a direct signatory to the Amended and Restated Loan Agreement, all of which representations and warranties, covenants, terms and conditions are acknowledged and are incorporated herein by this reference. The existing Borrowers hereby affirm the validity of their obligations under the Amended and Restated Loan Agreement and acknowledge and agree that Morgan’s Welding shall hereafter be a Borrower and shall be bound by the Amended and Restated Loan Agreement and the other Loan Documents, as if it were a direct signatory thereto. As of the date hereof, Morgan’s Welding will be deemed to have made each of the representations and warranties to the Agent, Syndication Agent, Co-Lead Arrangers and Book Managers, and each Lender that are set forth in the Amended and Restated Loan Agreement. For purposes of determining the compliance of Morgan’s Welding with such representations and warranties pursuant to this paragraph, references in the Amended and Restated Loan Agreement to Schedules which are supplemented by this Consent shall be deemed to be references to the correspondingly numbered Schedules pertaining to Morgan’s Welding attached hereto.

     (b) Morgan’s Welding hereby acknowledges and agrees that it is jointly and severally liable for all of Obligations, together with all costs and expenses paid or incurred by Agent or any Lender in endeavoring to collect all or any part of the Obligations from, or in prosecuting any action against, any Guarantor or any other guarantor of all or any part of the Obligations, all as more fully specified in the Guaranty Agreement.

     (c) In order to secure the payment and performance of the Obligations, Morgan’s Welding hereby grants to Agent for itself and for the benefit of each Lender a security interest in all right, title and interest of Morgan’s Welding in all of the Collateral (as defined in the Amended and Restated Loan Agreement, and including without limitation all Accounts, Certificated Securities, Chattel Paper, Computer Hardware and Software, Contract Rights, Deposit Accounts, Documents, Equipment, Financial Assets, Fixtures, General Intangibles, Goods, Instruments, Intellectual Property, Inventory, Investment Property, Money, Letter-of-Credit Rights, Security Entitlements, Supporting Obligations and all Proceeds of the foregoing, that is now or hereafter owned by Morgan’s Welding or in which Morgan’s Welding otherwise has an interest.

     3. Covenant. Borrowers shall cause all of the requirements of Section 8.1.8 of the Amended and Restated Loan Agreement, along with the requirements of any

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other applicable provisions of the Amended and Restated Loan Agreement, to be satisfied in respect of Morgan’s Welding within 5 Business Days after the date hereof (provided, that the time period for complying with any such requirements in respect of the owned real estate being acquired by Morgan’s Welding from Robert E. Morgan shall be 30 days). Borrowers hereby acknowledge that the failure of Borrowers to comply with the covenant in this Section 3 shall constitute an immediate Event of Default.

     4. Conditions to Effectiveness. The effectiveness of this Consent shall be subject to the prior satisfaction of the following conditions:

     (a) Agent shall have received an execution version of this Consent signed by Borrowers, Agent, and the Lenders listed in the signature pages hereof;

     (b) Agent shall have received an execution version of the purchase agreement and the other primary documents relating to the purchase of the assets of REMWC, Inc. (formerly known as Morgan’s Welding, Inc.) and Robert E. Morgan; and

     (c) no Default or Event of Default shall be in existence after giving effect to the terms hereof.

     5. Representations and Warranties. To induce Agent and the Lenders to execute and deliver this Consent, each Borrower hereby represents and warrants to Lenders that, after giving effect to this Consent:

     (a) All representations and warranties contained in the Amended and Restated Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of this Consent, in each case as if then made, other than representations and warranties that expressly relate solely to an earlier date (in which case such representations and warranties were true and accurate on and as of such earlier date);

     (b) No Default or Event of Default has occurred and is continuing after giving effect to the terms hereof; and

     (c) The execution and delivery by such Borrower of this Consent does not require the consent or approval of any Person, except such consents and approvals as have been obtained.

     6. Scope. This Consent shall have the effect of modifying the Amended and Restated Loan Agreement and the other Loan Documents as appropriate to express the agreements contained herein. In all other respects, the Amended and Restated Loan Agreement and the other Loan Documents shall remain in full force and effect in accordance with their respective terms.

     7. Reaffirmation and Confirmation. Each Borrower hereby ratifies, affirms, acknowledges and agrees that the Amended and Restated Loan Agreement and the other Loan Documents represent the valid, enforceable and collectible obligations of such Borrower, and each Borrower further acknowledges that there are no existing claims,

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defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Amended and Restated Loan Agreement or any of the Loan Documents. Each Borrower hereby agrees that this Consent in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by each Borrower in all respects.

     8. Counterparts. This Consent may be executed in counterpart and by different parties hereto in separate counterparts, each of which, when taken together, shall constitute but one and the same instrument.

     9. Expenses. All of Agent’s reasonable costs and expenses, including, without limitation, attorney’s fees, incurred in connection with the preparation of this Consent and all related documents shall be paid by Borrowers upon the request of Agent.

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     IN WITNESS WHEREOF, this Consent has been duly executed as of the date first above written.

BORROWERS:

NEENAH FOUNDRY COMPANY

DEETER FOUNDRY, INC.

MERCER FORGE CORPORATION

DALTON CORPORATION

DALTON CORPORATION, STRYKER

     MACHINING FACILITY CO.

DALTON CORPORATION, WARSAW

     MANUFACTURING FACILITY

ADVANCED CAST PRODUCTS, INC.

GREGG INDUSTRIES, INC.

A & M SPECIALTIES, INC.

NEENAH TRANSPORT, INC.

DALTON CORPORTION, KENDALLVILLE

     MANUFACTURING FACILITY

By	/s/ Jeffrey S. Jenkins
Its	Corporate Vice President — Finance and Interim Chief Financial Officer

MORGAN’S WELDING:
MORGAN’S WELDING , INC. (formerly known as Neenah Welding, Inc.)
By	/s/ Jeffrey S. Jenkins
Its	Corporate Vice President — Finance and Interim Chief Financial Officer

Signature Page to Consent and Joinder to Loan and Security Agreement

BANK OF AMERICA, N.A., as Agent and as a Lender
By	/s/ Thomas J. Brennan,
Its    Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By	/s/ Bond Harberts
Its    Duly Authorized Signatory
WACHOVIA CAPITAL FINANCE
CORPORATION (CENTRAL), as
Syndication Agent and as a Lender
By	/s/ Laura D. Wheeland
Its    Vice President

Signature Page to Consent and Joinder to Amended and Restated Loan and Security Agreement

REAFFIRMATION OF GUARANTY

     Reference is made (i) to that certain Amended and Restated Loan and Security Agreement dated December 29, 2006 (the “Loan Agreement”; capitalized terms used and not otherwise defined herein having the meanings assigned thereto in the Loan Agreement) among Neenah Foundry Company, a Wisconsin corporation (“Neenah”), the Subsidiaries of Neenah party to the Loan Agreement as Borrowers, Bank of America, N.A., as Agent, the Lenders party to the Loan Agreement from time to time, a certain Syndication Agent, certain Co-Lead Arrangers and certain Co-Book Managers and (ii) to that certain Consent and Joinder to Loan and Security Agreement (the “Consent”) of even date herewith among Borrowers, Agent, Lenders, Co-Lead Arrangers, Co-Book Managers and Syndication Agent.

     Each of the undersigned has executed and delivered a Guaranty Agreement and certain other Security Documents. Each of the undersigned acknowledges receipt of a copy of the Consent and hereby reaffirms the validity of its Guaranty Agreement and each other Security Document to which it is a party and all of its obligations under its Guaranty Agreement and each such other Security Document, in each case after giving effect to the transactions contemplated by the Consent. The terms and conditions of each Guaranty Agreement and each other Security Document to which any of the undersigned is a party shall remain in full force and effect.

     Although the undersigned have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the undersigned understands and agrees that Agent and Lenders have no obligation to inform any of the undersigned of such matters in the future or to seek any of the undersigned’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.

     Dated as of this 5th of August, 2008.

CAST ALLOYS, INC.
DALTON CORPORATION,
ASHLAND MANUFACTURING
FACILITY
BELCHER CORPORATION
PEERLESS CORPORATION
NFC CASTINGS, INC.
By	/s/ Jeffrey S. Jenkins
Its	Corporate Vice President — Finance and Interim Chief Financial Officer

Signature Page to Reaffirmation of Guaranty

EX-99.1

Exhibit 99.1

For Immediate Release	Contact:	Robert E. Ostendorf, Jr.
		President & CEO
		(920) 725-7000

Neenah Enterprises, Inc. and Neenah Foundry Company Schedule
Conference Call to Discuss Quarterly Results

Neenah, WI — Monday, August 11, 2008

Neenah Enterprises, Inc. and Neenah Foundry Company (collectively, the “Company”) announced today that it has scheduled a conference call to discuss its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 that will be filed with the Securities and Exchange Commission on Wednesday, August 13, 2008.

The conference call is scheduled for Thursday, August 14, 2008 at 9:00 a.m. (Central Time). A replay of this call will be available until August 21, 2008. The call-in number information for the conference call follows:

Dial-In Number:	1-800-640-0097
Alternate Dial-In Number:	1-847-944-7321
Confirmation Number:	22449008#
Host Name:	Robert Ostendorf
Company:	Neenah Enterprises, Inc.
Digital Tape Replay:	1-877-213-9653
Alternate Number (Intern’l)	1-630-652-3041
Passcode:	22449008#

About Neenah Enterprises, Inc. and Neenah Foundry Company

          Neenah Enterprises, Inc. is the indirect parent holding company of Neenah Foundry Company. Neenah Foundry Company and its subsidiaries manufacture and market a wide range of iron castings and steel forgings for the heavy municipal market and selected segments of the industrial markets. Neenah is one of the largest independent foundry companies in the United States, with substantial market share in the municipal and various industrial markets for gray and ductile iron castings and forged steel products. Additional information about Neenah is available on the Company’s web site at www.nfco.com.

Contacts:
Neenah Foundry Company
Robert Ostendorf
920-725-7000

EX-99.2

Exhibit 99.2

For Immediate Release	Contact:	Robert E. Ostendorf, Jr.
		President & CEO
		(920) 725-7000

Neenah Enterprises, Inc. and Neenah Foundry Company Announce Acquisition of Morgan’s Welding, Inc.

Neenah, WI — Monday, August 11, 2008

Neenah Enterprises, Inc. and Neenah Foundry Company (collectively, the “Company”) announced today that a newly-created wholly-owned subsidiary of the Company has purchased substantially all of the business and assets of Morgan’s Welding, Inc., a steel fabricator located in Pennsylvania, for a cash purchase price of $3.85 million plus the assumption of approximately $0.3 million of current liabilities, subject to a working capital adjustment. Upon closing, the new subsidiary changed its name to Morgan’s Welding, Inc.

The purchase was financed through borrowings under the Company’s existing credit facility. The Company expects this acquisition to significantly improve its ability to service customers in the municipal markets in the Northeastern United States by allowing it to package fabricated steel gratings with its iron casting products, thus offering a more complete array of street drainage products to the marketplace. Additionally, the Company will stage a distribution facility at the Pennsylvania location enabling it to further extend product availability into Northeastern markets.

About Neenah Enterprises, Inc. and Neenah Foundry Company

Neenah Enterprises, Inc. is the indirect parent holding company of Neenah Foundry Company. Neenah Foundry Company and its subsidiaries manufacture and market a wide range of iron castings and steel forgings for the heavy municipal market and selected segments of the industrial markets. Neenah is one of the largest independent foundry companies in the United States, with substantial market share in the municipal and various industrial markets for gray and ductile iron castings and forged steel products. Additional information about Neenah is available on the Company’s web site at www.nfco.com.

Cautionary Language Regarding Forward-Looking Statements

This press release contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” 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 press release. We undertake no obligation to publicly release any revisions to the forward-looking statements after the date of this document.

Contacts:
Neenah Foundry Company
Robert Ostendorf
920-725-7000