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): May 6, 2009

NEENAH ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation) 000-52681
(Commission File Number) 25-1618281
(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
(State or other jurisdiction of
incorporation) 333-28751
(Commission File Number) 39-1580331
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     As previously reported, on August 15, 2008, James Ackerman, Division President — Mercer Forge Corporation (“Mercer Forge”), a wholly owned subsidiary of Neenah Enterprises, Inc. (“NEI”) and Neenah Foundry Company, informed NEI of his intention to retire. Mr. Ackerman has agreed to stay on in his current capacity as a full-time employee until October 31, 2009 to facilitate an orderly transition of his responsibilities.

     On May 6, 2009, NEI entered into a letter agreement with Mr. Ackerman regarding the principal terms of his retirement, including an arrangement pursuant to which Mr. Ackerman will provide consulting services to Mercer Forge following his retirement. The letter agreement contemplates a twelve-month consulting period, during which Mr. Ackerman will be paid a base consulting fee, subject to adjustment, of $10,000 per month for his services. The consulting agreement would also contain provisions prohibiting Mr. Ackerman from competing with Mercer Forge for a period of one year following the termination of the consulting agreement.

     The letter agreement also provides that Mr. Ackerman will be allowed to participate in Mercer Forge’s 2008 incentive bonus plan, rather than his previously-granted participation in NEI’s incentive bonus program. Mr. Ackerman’s bonus payout under the Mercer Forge plan of approximately $170,000 that was earned with respect to fiscal year 2008 will be delayed until his retirement on October 31, 2009. Under the 2009 Mercer Forge plan, Mr. Ackerman will be eligible for a bonus ranging from 34% to 80% of his base salary (which range is calculated by applying a bonus range of 85% to 200% to a 40% base salary multiplier). Mr. Ackerman’s bonus eligibility is contingent on performance relative to established targets for EBITDA (representing 75% of the potential payout) and return on working capital (representing 25% of the potential payout) for the 2009 fiscal year. Mr. Ackerman will become eligible under the Mercer Forge plan for a bonus of 34% of his salary at achievement levels equal to 85% of target levels, for a bonus of 40% of his salary at achievement levels equal to target levels, and for a bonus of 80% of his salary at achievement levels equal 150% of target levels (with linear interpolation applied between 85% of target and target, and between target and 150% of target); provided that, in connection with the retirement arrangements being established, the letter agreement provides that Mr. Ackerman will receive a minimum bonus under Mercer Forge’s plan of $100,000 if Mercer Forge achieves EBITDA and a return on working capital of at least 50% of the targeted levels.

     Under the Neenah Foundry Company executive retirement benefits policy, Mr. Ackerman is also entitled to certain benefits in connection with his retirement. Pursuant to the policy, officers at the Vice President and President level at Neenah Foundry Company are entitled to (1) post retirement medical insurance for the retired executive and his or her spouse to age 65, (2) a Medicare supplement at age 65 for both the retired executive and his or her spouse, (3) a retiree life insurance policy, (4) free and clear title to the executive’s company car upon retirement, including tax gross-up, and (5) eligibility for Neenah Foundry Company’s executive retiree medical reimbursement policy.

     The foregoing description of the letter agreement between NEI and Mr. Ackerman is not complete and is qualified in its entirety by reference to the letter agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.	Description
10.1	Letter Agreement, effective as of May 6, 2009, between Neenah Enterprises, Inc. and James Ackerman.

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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: May 11, 2009	/s/ Robert E. Ostendorf, Jr.
	Name:	Robert E. Ostendorf, Jr.
	Title:	President and Chief Executive Officer
	NEENAH FOUNDRY COMPANY
Date: May 11, 2009	/s/ Robert E. Ostendorf, Jr.
	Name:	Robert E. Ostendorf, Jr.
	Title:	President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit
No.	Description
10.1	Letter Agreement, effective as of May 6, 2009, between Neenah Enterprises, Inc. and James Ackerman.

4

EX-10.1

Exhibit 10.1

February 18, 2009

Jim V. Ackerman

          Re: Retirement Confirmation (enhancements)

Dear Jim:

     As a follow-up to our discussions regarding the above-captioned matter, this letter confirms that I will make the recommendation outlined herein to the Compensation Committee of the Company. However, as indicated previously, the ultimate decision rests with the Board of Directors. They will make the final decision after hearing the recommendation of the Compensation Committee. I anticipate that you will have a decision from the board in connection with this recommendation I am making following the next board meeting.

As previously stated to you, the company has already moved forward based on your intention to retire this October. Therefore, whether or not the Board ultimately accepts my recommendation, your retirement is effective October 31, 2009.

Additionally, whether or not my recommendation is accepted by the Compensation Committee and the Board, the fact of the matter is that you are eligible independent of any additional agreement for the regular retirement benefits afforded by the Company for a retiring executive.

The following is the recommendation I intend to make regarding your retirement
arrangement.

1.	Mercer Forge will provide you with a twelve month consulting agreement. Consistent with how we have treated other senior executives, you will be given a contractual commitment which will require Merger Forge to pay you $10,000 per month during this twelve month period. This arrangement could be cancelled prior to the twelve month term in the event of your failure to perform to our reasonable expectations.
2.	This consulting agreement would not require you to provide services for more than 10 days in any one month. However, if by mutual agreement the parties agree to an additional time over and above the ten days, then any additional day would be compensable at a rate of $1,500 per day. Consulting services would be rendered by you at your home, the Mercer office or other locations at the discretion of the company. If you are required to travel outside of Mercer, the company will reimburse you for all reasonable associated travel costs.
3.	During the period of your consultancy, you would additionally be reimbursed for gas, insurance and normal maintenance costs while using your vehicle for company business.

4.	The company will also reimburse you for other related company expenses including reimbursement of company cell phone costs and any home office expenses that the company requires you to incur in order to perform your duties as a consultant.
5.	In regard to the consulting agreement, you would be required to be a party to an enforceable non-compete agreement for a period of one year following the termination of the consulting agreement. This non-compete agreement would apply to competitors of Mercer Forge. Additionally, you would be required to be a party to an enforceable general release of claims and a non-disclosure agreement which would obligate you to keep secret any information which is confidential or proprietary of the company regardless of whether or not this information relates to Mercer exclusively. The confidentiality provisions of this contract would run for a period of five years from the date of the end of your consultancy.
6.	During the period of your consultancy, you would be allowed to continue to serve as a representative of Mercer at the semi-annual FIA meeting.
7.	The supplemental agreement would remain the obligation of NEI and its successors regardless of whether or not there is a change in control in the ownership and/or leadership of the company.
8.	You have also agreed to train your successor not only during the three and four months period prior to your retirement but additionally as needed during the consultation period.
9.	The supplemental agreement would incorporate a standard general release which has been utilized in other such agreements.
10.	The company would also agree that you (Jim Ackerman) would be allowed to participate in the 2008 Mercer incentive bonus plan in place of your previously granted participation in the NFI incentive bonus program. The 2008 incentive bonus payout of approximately $170,000 will be deferred until your retirement date of October 31, 2009.
11.	The company would also agree that the bonus for you (Jim Ackerman) for 2009 would be guaranteed to be a minimum of $100,000 providing that 50% of the Mercer Plan objective is met. This payment will be taxed and treated as salary earned during the course of your regular employment.

So that we can continue to move forward on this project, I would appreciate it if you would sign where indicated below, confirming your agreement with the terms and conditions outlined in this letter and email back to me.

Sincerely, Neenah Enterprises Inc.
By	/s/ Bob Ostendorf
	Bob Ostendorf
	President, CEO

I agree to the terms and conditions outlined in this memo and further confirm that I understand that the obligation of the company to comply with the terms outlined herein are subject to the recommendation of the Compensation Committee and the approval of the Board of Directors.

/s/ Jim V. Ackerman   Jim V. Ackerman Date February 24, 2009