<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1997
REGISTRATION NO. 333-28751
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NEENAH FOUNDRY COMPANY
HARTLEY CONTROLS CORPORATION
NEENAH TRANSPORT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
WISCONSIN 3321 39-1580331
WISCONSIN 3321 39-0842568
WISCONSIN 3321 39-1378433
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
2121 BROOKS AVENUE, BOX 729,
NEENAH, WISCONSIN 54927
(414) 725-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
C/O GARY W. LACHEY
VICE PRESIDENT -- FINANCE, TREASURER AND SECRETARY
NEENAH FOUNDRY COMPANY
2121 BROOKS AVENUE, BOX 729,
NEENAH, WISCONSIN 54927
(414) 725-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
LANCE C. BALK
KIRKLAND & ELLIS
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022-4675
TELEPHONE: (212) 446-4800
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this
Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Neenah Foundry Company's 11 1/8% Senior Subordinated
Notes due 2007, Series B............................ $150,000,000 $1,000 $150,000,000 $51,724.14
Hartley Controls Corporation's Guarantee of 11 1/8%
Senior Subordinated Notes due 2007, Series B........ * * * None
Neenah Transport, Inc.'s Guarantee of 11 1/8% Senior
Subordinated Notes due 2007, Series B............... * * * None
==========================================================================================================================
</TABLE>
* Not applicable
(1) Estimated solely for the purpose of calculating the registration fee.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
This Amendment is being filed solely to update the information in Part
II of the Registration Statement and the Exhibits filed herewith.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION+.
<TABLE>
<S> <C>
SEC Registration Fee...................................................... $51,724
Blue Sky Fees and Expenses................................................ *
Printing Expenses......................................................... *
Accounting Fees and Expenses.............................................. *
Legal Fees and Expenses................................................... *
Trustee's Fees and Expenses............................................... *
Miscellaneous............................................................. *
--------
Total........................................................... $ --
========
</TABLE>
- ---------------
+ Estimated
* To be completed by amendment.
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 180.0850 to 180.0859 of the Wisconsin Statutes require a
corporation to indemnify any director or officer who is a party to any
threatened, pending or completed civil, criminal, administrative or
investigative action, suit, arbitration or other proceeding, whether formal or
informal, which involves foreign, federal, state or local law and which is
brought by or in the right of the corporation or by any other person. A
corporation's obligation to indemnify any such person includes the obligation to
pay any judgment, settlement, penalty, assessment, forfeiture or fine, including
any excise tax assessed with respect to an employee benefit plan, and all
reasonable expenses including fees, costs, charges, disbursements, attorney's
and other expenses except in those cases in which liability was incurred as a
result of the breach or failure to perform a duty which the director or officer
owes to the corporation and the breach or failure to perform constitutes: (i) a
willful failure to deal fairly with the corporation or its shareholders in
connection with a matter in which the director or officer has a material
conflict of interest; (ii) a violation of criminal law, unless the person has
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful; (iii) a transaction from which the person
derived an improper personal profit; or (iv) willful misconduct.
Unless otherwise provided in a corporation's articles of incorporation or
by-laws or by written agreement, an officer or director seeking indemnification
is entitled to indemnification if approved in any of the following manners: (i)
by majority vote of a disinterested quorum of the board of directors, or if such
quorum of disinterested directors cannot be obtained, by a majority vote of a
committee or two or more disinterested directors; (ii) by independent legal
counsel; (iii) by a panel of three arbitrators; (iv) by affirmative vote of
shareholders; (v) by a court; or (vi) with respect to any additional right to
indemnification granted by any other method permitted in Section 180.0859 of the
Wisconsin Statutes.
Reasonable expenses incurred by a director or officer who is a party to a
proceeding may be reimbursed by a corporation at such time as the director or
officer furnishes to the corporation written affirmation of his good faith
belief that he has not breached or failed to perform his duties and a written
undertaking to repay any amounts advanced if it is determined that
indemnification by the corporation is not required.
The indemnification provisions of Sections 180.0850 to 180.0859 are not
exclusive. A corporation may expand an officer's or director's right to
indemnification (i) in its articles of incorporation or
II-1
<PAGE> 4
by-laws; (ii) by written agreement, (iii) by resolution of its board of
directors; or (iv) by resolution of a majority of all of the corporation's
voting shares then issued and outstanding.
As permitted by Section 180.0859, the Registrant has adopted
indemnification provisions in its By-Laws which closely track the statutory
indemnification provisions with certain exceptions. In particular, Article VIII
of the Registrant's By-Laws provides that payment or reimbursement of expenses,
subject to certain limitations, will be mandatory rather than permissive.
The Registrant maintains and has in effect insurance policies covering all
of their respective directors and officers against certain liabilities for
actions taken in such capacities, including liabilities under the Securities Act
of 1933.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
See Exhibit Index
(b) Financial Statement Schedules.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
(4) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement,
by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(5) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
II-2
<PAGE> 5
registration statement relating to the securities offered therein, and the
offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described under
Item 20 or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(6) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(7) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(8) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date
of the registration statement through the date of responding to the
request.
(9) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Neenah,
State of Wisconsin, on August 11, 1997.
NEENAH FOUNDRY COMPANY
By: *
------------------------------------
Name: James K. Hildebrand
Title: Chairman and Chief
Executive Officer
POWER OF ATTORNEY
The undersigned hereby severally constitute and appoint Gary W. LaChey for
the undersigned in any and all capacities, with the power of substitution, to
sign any amendment to this Registration Statement, and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------- ------------------------------------- ---------------
<C> <S> <C>
* Chairman of the Board and Chief August 11, 1997
- ------------------------------------- Executive Officer (principal
James K. Hildebrand executive officer)
* Vice President and General Manager August 11, 1997
- -------------------------------------
William M. Barrett
/s/ GARY W. LACHEY Vice President -- Finance, Treasurer August 11, 1997
- ------------------------------------- and Secretary (principal financial
Gary W. LaChey officer and accounting officer)
* Vice President -- Manufacturing and August 11, 1997
- ------------------------------------- Engineering
Charles M. Kurtti
* Director August 11, 1997
- -------------------------------------
David F. Thomas
* Director August 11, 1997
- -------------------------------------
John D. Weber
* Director August 11, 1997
- -------------------------------------
Brenton F. Halsey
*By: /s/ GARY W. LACHEY
- -------------------------------------
Gary W. LaChey
Attorney-in-fact
</TABLE>
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Neeneh,
State of Wisconsin, on August 11, 1997.
Hartley Controls Corporation
By: *
------------------------------------
Name: James K. Hildebrand
Title: Chairman and President
POWER OF ATTORNEY
The undersigned hereby severally constitute and appoint Gary W. LaChey for
the undersigned in any and all capacities, with the power of substitution, to
sign any amendment to this Registration Statement, and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------- ------------------------------------- ----------------
<C> <S> <C>
* Chairman and President August 11, 1997
- ------------------------------------- (principal executive officer)
James K. Hildebrand
* Vice President and General Manager August 11, 1997
- -------------------------------------
William J. Martin
/s/ GARY W. LACHEY Vice President -- Finance, Treasurer August 11, 1997
- ------------------------------------- and Secretary (principal financial
Gary W. LaChey officer and accounting officer)
* Vice President -- Human Resources August 11, 1997
- -------------------------------------
John Z. Rader
* Director and Vice President and August 11, 1997
- ------------------------------------- Assistant Secretary
John D. Weber
* Director August 11, 1997
- -------------------------------------
David F. Thomas
* Director August 11, 1997
- -------------------------------------
Brenton F. Halsey
*By: /s/ GARY W. LACHEY
- -------------------------------------
Gary W. LaChey
Attorney-in-fact
</TABLE>
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Neenah,
State of Wisconsin, on August 11, 1997.
NEENAH TRANSPORT, INC.
By: *
------------------------------------
Name: James K. Hildebrand
Title: Chairman and President
POWER OF ATTORNEY
The undersigned hereby severally constitute and appoint Gary W. LaChey for
the undersigned in any and all capacities, with the power of substitution, to
sign any amendment to this Registration Statement, and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------------------------ --------------------------------- ----------------
<C> <S> <C>
* Chairman and President August 11, 1997
- ------------------------------------------ (principal executive officer)
James K. Hildebrand
/s/ GARY W. LACHEY Vice President -- Finance, August 11, 1997
- ------------------------------------------ Treasurer and Secretary
Gary W. LaChey (principal financial officer
and accounting officer)
* Vice President -- Human Resources August 11, 1997
- ------------------------------------------
John Z. Rader
* Director and Vice President and August 11, 1997
- ------------------------------------------ Assistant Secretary
John D. Weber
* Director August 11, 1997
- ------------------------------------------
David F. Thomas
* Director August 11, 1997
- ------------------------------------------
Brenton F. Halsey
*By: /s/ GARY W. LACHEY
---------------------------------------
Gary W. LaChey
Attorney-in-fact
</TABLE>
II-6
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBITS
- --------
<C> <S>
2.1 Agreement and Plan of Reorganization, dated November 20, 1996, by and among NFC
Castings, Inc., NC Merger Company and Neenah Corporation.**
2.2 First Amendment to Agreement and Plan of Reorganization, dated as of January 13,
1997, by and among NFC Castings, Inc., NC Merger Company and Neenah Corporation.**
2.3 Second Amendment to Agreement and Plan of Reorganization, dated as of February 21,
1997, by and among NFC Castings, Inc., NC Merger Company and Neenah Corporation.**
2.4 Third Amendment to Agreement and Plan of Reorganization, dated as of April 3, 1997,
by and among NFC Castings, Inc., NC Merger Company and Neenah Corporation.**
2.5 Merger Agreement, made as of July 1, 1997, by and between Neenah Corporation and
Neenah Foundry Company.**
2.6 Articles of Merger of Neenah Foundry Company into Neenah Corporation, dated as of
July 1, 1997**
3.1 Restated Articles of Incorporation of Neenah Foundry Company.**
3.2 By-laws of Neenah Foundry Company.**
3.3 [Intentionally omitted].
3.4 [Intentionally omitted].
3.5 Restated Articles of Incorporation of Hartley Controls Corporation.**
3.6 By-laws of Hartley Controls Corporation.+
3.7 Restated Articles of Incorporation of Neenah Transport, Inc.**
3.8 By-laws of Neenah Transport, Inc.+
4.1 Indenture dated as of April 30, 1997 among NC Merger Company and United States Trust
Company of New York.**
4.2 Purchase Agreement dated as of April 23, 1997 among NC Merger Company, Chase
Securities Inc. and Morgan Stanley & Co. Incorporated.**
4.3 Exchange and Registration Rights Agreement dated as of April 30, 1994 among Neenah
Corporation, Neenah Foundry Company, Hartley Controls Corporation, Neenah Transport,
Inc. and Chase Securities, Inc.**
4.4 First Supplemental Indenture, dated as of April 30, 1997 among Neenah Corporation,
Neenah Foundry Company, Neenah Transport, Inc. and Hartley Controls Corporation and
United States Trust Company of New York.**
4.5 Letter Agreement, dated as of April 30, 1997 among Neenah Corporation, Neenah
Foundry Company, Hartley Controls Corporation and Neenah Transport, Inc. and Chase
Securities Inc. and Morgan Stanley & Co. Incorporated.**
4.6 Form of Global Note related to the Indenture dated as of April 23, 1997.**
4.7 Indenture dated as of July 1, 1997 among Neenah Corporation, Neenah Foundry Company,
Neenah Transport, Inc., Hartley Controls Corporation and United States Trust Company
of New York.**
4.8 Purchase Agreement dated as of June 26, 1997 among Neenah Corporation, Neenah
Foundry Company, Hartley Controls Corporation, Neenah Transport, Inc. and Chase
Securities Inc.**
4.9 Exchange and Registration Rights Agreement dated as of July 1, 1997 by and between
Neenah Corporation, Neenah Foundry Company, Hartley Controls Corporation, Neenah
Transport, Inc. and Chase Securities, Inc.**
4.10 Form of Global Note related to the Indenture dated as of July 1, 1997.**
5.1 Opinion of Kirkland & Ellis.*
8.1 Opinion of Kirkland & Ellis as to federal income tax consequences.**
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBITS
- --------
<C> <S>
10.1 Master Lease Agreement between Neenah Foundry Company and Bank One Leasing
Corporation dated December 14, 1992.+
10.2 Agreement between Neenah Foundry Company and Rockwell International Corporation
effective April 1, 1995. (Subject to request for confidential treatment)*
10.3 Letter Agreement between Neenah Foundry Company and Eaton Corporation dated April 4,
1996. (Subject to request for confidential treatment)*
10.4 [Intentionally omitted].
10.5 1996-1998 Collective Bargaining Agreement between Neenah Foundry Company and Local
121B Glass, Molders, Pottery, Plastics and Allied Workers International Union
AFL-CIO-CLC.**
10.6 1995-1997 Collective Bargaining Agreement between Neenah Foundry Company and The
Independent Patternmakers Union of Neenah, Wisconsin.**
10.7 Credit Agreement, dated as of April 30, 1997 among Chase Manhattan Bank, N.A., NFC
Castings, Inc. and NC Merger Company.**
10.8 Employment Agreement dated September 9, 1994 between the Neenah Corporation Neenah
Foundry Company, Hartley Controls Corporation, Neenah Transport, Inc. and James P.
Keating, Jr.**
10.9 Consulting Agreement dated September 9, 1994 between the Neenah Foundry Company and
the Guarantors and James P. Keating, Jr.**
10.10 First Amendment to Employment Agreement, dated September 9, 1994, between Neenah
Foundry Company, Neenah Corporation, Hartley Controls Corporation and James P.
Keating, Jr.**
10.11 Pledge Agreement dated as of April 30, 1997, among NC Merger Company, a Wisconsin
corporation, NFC Castings, Inc., a Delaware corporation.**
10.12 Subsidiary Guarantee Agreement dated as of April 30, 1997, among each of the
subsidiaries listed of NC Merger Company, a Wisconsin corporation, and The Chase
Manhattan Bank, a New York banking corporation, as collateral agent for the secured
parties.**
10.13 Parent Guarantee Agreement dated as of April 30, 1997, between NFC Castings, Inc., a
Delaware corporation and The Chase Manhattan Bank, a New York banking corporation,
as collateral agent for the secured parties.**
10.14 Security Agreement dated as of April 30, 1997, among NC Merger Company, a Wisconsin
corporation, each subsidiary of the borrower and The Chase Manhattan Bank, a New
York banking corporation, as collateral agent for the secured parties.**
10.15 Form of Mortgage.**
12.1 Statement Regarding Computation of Ratios of Earnings to Fixed Charges.**
21.1 Subsidiaries of the Registrant.**
23.1 Consent of Ernst & Young LLP.**
23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).*
24.1 Powers of Attorney (included in signature page).**
25.1 Statement of Eligibility of Trustee on Form T-1.**
99.1 Form of Letter of Transmittal.**
99.2 Form of Notice of Guaranteed Delivery.**
99.3 Form of Tender Instructions.**
</TABLE>
- ---------------
* Filed herewith
** Previously filed
+ To be filed by amendment
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF KIRKLAND & ELLIS]
To Call Writer Direct:
212 446-4800
August 11, 1997
Neenah Foundry Company
Hartley Controls Corporation
Neenah Transport, Inc.
2121 Brooks Avenue, Box 729
Neenah, Wisconsin 54927
Re: Series B 11-1/8% Senior Subordinated Notes due 2007
Ladies and Gentlemen:
We are acting as special counsel to Neenah Foundry Company, a Wisconsin
corporation (the "Company"), Hartley Controls Corporation, a Wisconsin
corporation ("Hartley") and Neenah Transport, Inc., a Wisconsin corporation
("Transport", and together with the Company and Hartley, the "Registrants") in
connection with the proposed registration by the Company of up to $150,000,000
in aggregate principal amount of the Company's Series B 11-1/8% Senior
Subordinated Notes due 2007 (the "Exchange Notes"), pursuant to a Registration
Statement on Form S-4 filed with the Securities and Exchange Commission (the
"Commission") on July 25, 1997 under the Securities Act of 1933, as amended (the
"Securities Act") (such Registration Statement, as amended or supplemented, is
hereinafter referred to as the "Registration Statement"), for the purpose of
effecting an exchange offer (the "Exchange Offer") for the Company's 111/8%
Senior Subordinated Notes due 2007 (the "Old Notes"). The Exchange Notes are to
be issued pursuant to the Indenture (the "Indenture"), dated as of April 30,
1997, among the Registrants and United States Trust Company of New York, as
Trustee, in exchange for and in replacement of the Company's outstanding Old
Notes, of which $150,000,000 in aggregate principal amount is outstanding.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the corporate and organizational documents of each of the
Registrants, (ii) minutes and records of the corporate proceedings of each of
the
<PAGE> 2
Neenah Foundry Company
July 25, 1997
Page 2
Registrants with respect to the issuance of the Exchange Notes, (iii) the
Registration Statement and exhibits thereto and (iv) the Exchange and
Registration Rights Agreement, dated as of April 30, 1997, among the
Registrants, Chase Securities, Inc. and Morgan Stanley & Co. Incorporated.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrants, and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrants.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Registrants and
others.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
(1) Each of the Registrants is a corporation existing and in good
standing under the Wisconsin Business Corporation Law.
(2) The sale and issuance of the Exchange Notes has been validly
authorized by the Company.
(3) When the Exchange Notes are issued pursuant to the Exchange
Offer, the Exchange Notes will constitute valid and binding obligations of
the Registrants and the Indenture will be enforceable against the Registrants
in accordance with its terms.
<PAGE> 3
Neenah Foundry Company
July 25, 1997
Page 3
Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of the State of New York. We
advise you that issues addressed by this letter may be governed in whole or in
part by other laws, but we express no opinion as to whether any relevant
difference exists between the laws upon which our opinions are based and any
other laws which may actually govern. For purposes of the opinion in paragraph
1, we have relied exclusively upon recent certificates issued by the Wisconsin
Secretary of State and such opinion is not intended to provide any conclusion or
assurance beyond that conveyed by such certificates. We have assumed without
investigation that there has been no relevant change or development between the
respective dates of such certificates and the date of this letter.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of the rules and regulations of
the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance of the Exchange Notes.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York be changed by legislative action, judicial
decision or otherwise.
<PAGE> 4
Neenah Foundry Company
July 25, 1997
Page 4
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
Yours very truly,
KIRKLAND & ELLIS
<PAGE> 1
Exhibit 10.2
REDACTED
[Note: Certain confidential portions of this document have been omitted and
filed separately with the Securities and Exchange Commission. The
omitted confidential information is marked throught the document with
a "*"]
NEENAH FOUNDRY
T-78155
ATTACHMENT A
SPECIAL PROVISIONS
1) CONTRACT TERM
The initial term of this Agreement shall begin effective April 1, 1995
and end March 31, 1998. The parties agree to meet to negotiate new
Agreement not less than 90 days prior to contract expiration and
further agree to complete said negotiations not less than 60 days from
the date said negotiation began, except that the date may be extended
or otherwise changed upon mutual agreement in writing signed by both
parties.
2) VOLUME/CAPACITY COMMITMENT
Buyer agrees to purchase at least of its requirements for the Products
listed on Attachment 1A, 1 B. 1 C* and 1 D; subject to ISIR approval by
Buyer and subject to Products demonstrating acceptable machineability
during pre-production qualification testing at Buyers plant or at a
designated outside machining source.
<PAGE> 2
REDACTED
Seller agrees to provide Buyer the necessary capacity to meet 100% of
Buyers U. S. and Canadian schedules, unless Buyer's product
requirements exceed Sellers total equipment capacity.
3) SCRAP SURCHARGE
a) The prices set forth on Attachments 1A through 1D at the time
this Agreement is signed shall be known as Base Prices. The
Base Price for each Product shall be adjusted up Of down for
the cost associated with changes in specifications and for the
adjustments made pursuant to Paragraph 4, and each price, as
adjusted, shall be the new Base Price for the Product in
question. Base Prices shall not be affected by any scrap
adjustments made pursuant to this Paragraph 3.
b) The effective price for a Product shall be determined by
application of a steel scrap adjustment to the then current
Base Price according to the formula provided below. Steel
scrap adjustment shall be calculated on a semi-annual basis
and shall be effective beginning April 1, 1995 and upon each
October 1 and April 1 thereafter.
c) The base cost of scrap included in the base pricing is
$150.00/gross ton. The formula set forth below shall be used
to calculate the amount of the steel scrap adjustment when
average price (HAP-) exceeds $150.00 per gross ton, downward
when price drops below S135.00 per gross ton per the formula
shown below.
2
<PAGE> 3
REDACTED
d) The AP of scrap for six months immediately prior to the April
1 or October 1 steel scrap adjustment date shall be determined
by averaging the midpoint of the range shown for the prices
for the preceding six months as shown in the Chicago District
Iron Ace for low phosphate steel plate 2' and under.
e) The amount of the scrap adjustment equals ({AP-BP}/2240) x A
where BP equals the scrap base of $150.000/gross ton, A equals
the weight in pounds per part number as shown on the
Attachments.
f) The amount of the scrap adjustment for each period shall be
added to the Base Price to determine the operative price for
the period. If the AP of steel scrap is between $135.00/ton
and $150.00/ton, We Base Price shall be used as the operative
price for the applicable period.
g) The AP effective on April 1, 1995 and reflected in the initial
purchase order prices shall be */'gross ton.
4) PRICING
Seller agrees chat base prices for Products identified on Attachments
1A - 1D shall be in accordance with the attached schedule.
5) MACHINE SCRAP
3
<PAGE> 4
REDACTED
Seller agrees that if Buyer returns Products as defective or
non-conforming, Seller shall reimburse Buyer Me When effective price of
the Product as shown on the Attachments. Additionally, in the event
Buyer has begun machining of Products prior to their identification as
unacceptable, Seller agrees to reimburse Buyer on a part number basis
its cost not to exceed the value indicated in Attachment II, of said
machining as outlined below (hereinafter, the Machine Chargeback
Policy).
a) In the event Buyer identifies Products as unacceptable, Buyer
agrees to promptly notify Seller as below:
i. Buyer will promptly contact Seller by telephone or
fax, identifying any defective material problem prior
to any action by Buyer.
ii. Buyer will provide Seller with the opportunity to
promptly replace or repair defective material. Seller
agrees that replacement of defective material must be
done so as not to interrupt Buyer's production
schedule.
iii. Buyer may in certain instances considered critical by
Buyer and after notification to Seller proceed with
the machining of defective material in order to
salvage satisfactory parts. Buyer agrees to pursue
all practical alternatives in an attempt to minimize
cost for such work. Seller agrees to absorb machine
scrap costs resulting from defective Products at the
rate indicated in Attachment 11.
4
<PAGE> 5
REDACTED
iv. In the event sorting or salvage of Products must be
done by the Buyer to accommodate customer needs, a
rate of */hour will be charged to Seller for actual
hours required for this task. Seller has the right to
sort in Buyers plant if time permits.
v. If Products are not salvageable and replacement is
the only resource, all costs as listed in paragraph 5
are applicable.
vi. Seller field quality personnel will make pant visits
in a timely manner to review rejected Products and
make dispositions. Buyer will provide assistance to
Sellers representative without cost to Seller.
6) DELIVERY
Seller will be financially responsible for all costs which result from
the Sellers failure to deliver Products within the following
parameters:
All Products ordered on Buyers Vendor Release & Shipping
Schedule supplied from Seller's plants two (2) and three (3)
will be guaranteed shipped within twenty (20) working days
from receipt of the schedule. Working days are defined as
Mondays through Fridays exclusive of national holidays. Seller
agrees to attempt to make schedule changes upon shorter notice
from Buyer; however, Buyer recognizes that Sellers production
scheduling system limits aggregate volume changes to +/ 10%
for change requests for shipment within twenty (20) working
5
<PAGE> 6
REDACTED
days from the change request. Buyer also agrees h use its
release to schedule material according to the normal
parameters of that schedule and afford Seller of as much
advance notice of schedule changes as possible within the
above.
Sellers responsibility for costs attributable to late delivery are
limited to the sum of the elements listed below
a. Premium freight cost both to Buyer and to the end customer.
b. Overtime premium costs at Buyer or its subcontractors.
c. Incremental setup costs at Buyer or its subcontractors.
d. Other delivery related costs which are mutually agreeable to Buyer
and Seller.
Buyer recognizes that circumstances arise where failure to perform
within specified time frames is not entirely under Sellers control
(i.e., timely feedback from Buyer on quality problems, blue print
interpretation differences, machine tool setup changes, or events
of force majeure). Under such circumstances, Buyer and Seller will
mutually agree to responsibilities and incidental delivery costs.
7) THIRD PARTY AUTHORIZATION
Products on the Purchase Order and Products which may be added to the
Purchase Order during the term of this Agreement, may be purchased by a
Buyer location other than that shown on Buyer's purchase order during
the term of this Agreement. Furthermore, Buyer may direct shipments of
their product to a third park location. These Products will be
6
<PAGE> 7
REDACTED
supplied to the designated location at the same price as at the
original location. Shipping terms shall be FOB Sellers plant. In the
event Buyers non-North American locations desire to purchase Products
from Seller, the price of said Products will be the same as the price
for Products hereunder. Any such purchase will be made under a
separately negotiated Agreement but under terms and conditions in
commensurate with those of this Order.
8) TECHNOLOGY CHANGE
If, at any time during the term of this Agreement, a major
technological change should occur which would, in Buyers sole judgment,
make like Products purchased from another supplier more attractive or
necessary to Buyer, then Buyer may terminate separate Products of the
Agreement by giving written notice to Seller, which will become
effective twelve (12) months (or such shorter time as may be mutually
agreed upon by the parties) after receipt of said notice by Seller.
During said notice period Seller shall have the opportunity to acquire
such technology and produce and substitute Products derived therefrom
at competitive prices, or, subject to Buyers consent, supply the
Products shown on the Purchase Order at prices competitive to those
derived by the new technology and at a quality similar to those derived
from such new technology. Seller shall have the right to renegotiate
pricing with Buyer if major technology changes results in purchase by
Buyer being less than 50% of the previous annual tonnage.
7
<PAGE> 8
REDACTED
9) PLANT CLOSING
In the event Seller contemplates the closing of a plant or plants that
affects Seller's performance hereunder, Seller shall immediately notify
Buyer of such __________________. Seller further agrees to provide
manufacturing, engineering, and technical assistance to Buyer to
provide a smooth transition and to aid the new supply source selected
by Buyer.
10) TOOLING
Seller will provide day to day maintenance of tooling due to normal use
Once tooling has been determined to be worn out from normal production
use, Buyer agrees to pay replacement costs to a level not to exceed a
total of * per agreement year. Seller is responsible to initiate a
request to replace tooling with appropriate justification. Tool
modification resulting from Buyer's engineering changes will be at the
cost and expense of Buyer.
11) RETURNABLE CONTAINER PROGRAM
Seller agrees to assist Buyer in the event a "returnable container"
program is established. In the event a returnable container program is
initiated Seller agrees to reduce it's prices for the Products on the
Purchase Order by an amount equal to the costs charged to Buyer
8
<PAGE> 9
REDACTED
for packaging which includes but may not be limited to costs for
pallets, dividers, separators, binding, wrapping, preservatives and
labor.
12) VALUE ENGINEERING
Seller agrees to provide technical assistance and implement value
engineering programs which include weigh/cost reductions. Seller agrees
that Buyer will share equally all cost savings associated with any
value engineering effort upon implementation of same.
13) QUALITY RATING
Buyer shall have the right to terminate this Agreement for cause in the
event that Seller fails to maintain the below listed Buyer Quality
Ratings:
Location Ratings
-------- -------
Sellers Plant #2, #3 Rating #2
14) ACCOUNTS PAYABLE
Seller agrees that Buyers scheduled payments are net 5th proxl2nd 5th
prox. (Shipments made during the first month through the tenth of the
current month will be paid by the fifth of the following month.
Shipments made during the 11th through the 31st of the current month
will be paid by the fifth of the second following month).
9
<PAGE> 10
REDACTED
15) COMPARATIVE PRICING GUARANTEE
Seller agrees that Buyer may add additional Products to this contract.
Seller agrees that for Products added to the Attachments, Buyer shall
receive prices in accordance with Paragraph 4 based on reasonable
comparative pricing with like part numbers from the same product family
processed from similar molding equipment.
16) CATASTROPHIC MATERIAL COST INCREASES
In the event Seller should experience catastrophic increases in the
cost of materials used in the production of the Products in this order
which drastically affect profit margins, Buyer will assist in seeking
alternatives to the increase. Seller agrees to aggressively pursue
practical alternatives to offset the price increase and to submit
written documentation supporting any price increase request a minimum
of sixty (60) days prior to the requested effective date. Justification
for the increase includes evidence of ail efforts to avoid the material
increase. If no agreement is reached on price within the sixty (60) day
notification period, either party may terminate this Agreement upon
thirty (30) days written notice given on or after the requested
effective date of price increase.
17) VACATION SHUTDOWN
10
<PAGE> 11
REDACTED
In the event Seller contemplates the closing of a plant for vacation
shutdown, Seller shall immediately notify Buyer of such contemplated
action. Seller further agrees to provide delivery of Products, as
identified in the Products, so as not to interrupt Buyers schedule.
18) DELEGATION AND ASSIGNMENT
Seller shall not delegate any of its duties of this Agreement without
Buyer s written approval and Seller shall not assign any of its rights
hereunder without prior notice to Buyer.
19) ALTERATIONS
a) Paragraphs 3,'Warranty"; 15, ~Termination; 9, "Information";
and paragraph 17 Recall Campaigns on the reverse of Buyers
Purchase Order are hereby deleted in their entirety and the
following is substituted in lieu thereof.
"3 Warranty: Seller warrants that Products ordered to
specifications will conform thereto and to any
drawings, samples or deviations furnished or adopted
by Buyer. All Products furnished hereunder will be
merchantable, of good material and workmanship, and
free from defects. Such warranties shall survive
inspections test, acceptance of and payment for the
Products and shall run to Buyer its successors,
assigns, and customers. The warranty period shall be
for five (5) years or 500,000 miles of use,
11
<PAGE> 12
beginning with the first use of the vehicle by its
first legal and lawful owner. Seller's obligation to
reimburse Buyer for warranty costs is limited to
$300.00 per individual failure and an aggregate of
$250,000 per contract year. To the extent Products
supplied hereunder are of Buyers design and
specifications, the implied warranty of fitness for a
particular purpose is excluded for Products shipped
under this Agreement".
"15 Termination: Buyer shall have the right to
terminate this Agreement or any part thereof at any
time upon ninety (90) days written notice for cause
if Seller chronically fails to make shipments in
accordance with the obligations described in
Paragraph 6 otherwise fails to observe or comply with
any of the other instructions, terms, conditions, or
warranties applicable to this Agreement or fails to
make progress so as to endanger performance of this
Agreement, or fails to maintain adequate capacity to
handle Buyer's requirements, or fails to maintain
machineability in accordance with drawing
specifications, or fails to maintain quality ratings
as specified in Paragraph 14. Buyer may, in addition
to any other right or remedy provided by this
Agreement or by law, terminate all or any part of
this Agreement for cause by telegraphic or other
written notice to Seller without any liability by
Buyer to Seller on account thereof. In the event of
12
<PAGE> 13
REDACTED
termination for cause, Buyer may produce or purchase
or otherwise acquire Products elsewhere on such terms
or in such manner as Buyer may deem appropriate and
Seller shall be liable to Buyer for any excess cost
or other expenses incurred by Buyer.
"9 Information: (a) Drawings, data, designs,
inventions, computer software and other technical
information supplied by Buyer, or generated, by
Seller, in the performance of this Agreement, shall
be and remain Buyers and shall be held in confidence
by Seller. Such information shall be not reproduced,
used or disclosed to others by Seller without Buyers
prior written consent, and shall be returned to Buyer
upon completion by Seller of its obligations under
this Agreement or upon demand. (b) In the event that
Seller discloses any trade secret information
originated by, or within the knowledge of Seller on
or before the effective date of the Agreement, to
Buyer, in connection with the performance of this
Agreement which is neither generally available to
others, previously known to Buyer, nor independency
developed by Buyer, Buyer shall hold such information
in confidence; provided, however, that nothing in
this Agreement shall require Buyer to exercise any
greater degree of care for the protection of such
information than Buyer normally exercises for its own
information of
13
<PAGE> 14
like character. Buyer's obligation of confidentiality
shall be limited to information disclosed in writing
which is marked or stamped "confidential" or
"proprietary".
"17 Recall Campaigns: Seller shall indemnify and hold
Buyer harmless against all damages and expenses
incurred by Buyer as a result of Buyer being required
by law (a) to recall from Buyer's customers or others
any Products furnished hereunder or an end product
employing any such Products as a part or component
thereof and (b) to repair, replace or refund the
purchase price of such Products or end product,
provided that such recall and such repair,
replacement or refund is based upon a defect of
manufacture in the Products furnished by Seller or
the failure of such Products to conform to any
specification or standard to which it is ordered
which creates the reasonable possibility of injury to
persons or property.
Buyer shall notify Seller promptly of the
possibility that Buyer may be required to take an
action described in this paragraph. Seller
acknowledges that Buyer has the right to make the
final decision about such action independent of
Seller.
In the event that Products supplied by
Seller shall not be the sole cause for such a recall,
repair, replacement, or refund, the costs, damages
14
<PAGE> 15
REDACTED
and expenses shall be apportioned according to the
proportion of cause in such manner as is reasonable
and equitable under the circumstances.
Buyer shall not be required to consult with,
or seek Seller's concurrence in, the reporting by
Buyer to any administrative or regulatory body, of
any information which Buyer obtains indicating chat
the Products furnished by Seller either fail to
conform to any standard required by law, or
constitute or create of Themselves or within the end
product of which they are a part or component, a
situation requiring recall or notice as defined by
the applicable law. Buyer shall promptly furnish to
Seller a copy of any information reported to any
administrator or regulatory body under this paragraph
with respect to Products furnished by Seller.
Seller shall prepare, maintain and file with
the appropriate authority such records and reports as
pertain to the manufacture, sale, use and
characteristics of the Products furnished to Buyer
hereunder as may be required by any federal, state,
or local law or regulation concerning Me manufacture,
sale, or use of the Products or the end Products of
which ale Products may be a part or component and
shall provide Buyer with copies of such records as
Buyer may require and permit Buyer access to Sellers
records to permit Buyer to ascertain Seller's
obligation to reimburse Buyer for recall expenses is
limited to $500,000 per contract year".
15
<PAGE> 16
REDACTED
b) Buyer agrees to provide its own fire and other hazard
insurance on all Buyers property in storage at Seller's
facility and Seller agrees to provide reasonable and adequate
physical protection for Buyers property as stated".
20) TERMINATION CLAUSE
a) Buyer or Seller shall have the right to terminate this
agreement at any time upon ninety (90) days written notice for
cause if the Buyer or Seller fails to observe or comply with
any other instructions, terms, conditions or warranties
applicable to this Agreement or in the event of any
proceedings by or against Buyer or Seller in bankruptcy or
insolvency or appointment of a receiver or trustee or any
assignment for the benefit of creditors.
b) The breaching party shall have sixty (60) days in which to
cure the default, breach, or such reason identified in the
notice of termination for cause under paragraph 1. Should the
breaching party fail to cure within the sixty (60) day period,
this Agreement automatically expires at the end of the ninety
(90) day period identified in the Notice of Termination.
NEENAH FOUNDRY COMPANY ROCKWELL INTERNATIONAL CORPORATION
By: _________________________ By: ____________________________
Title:_________________________ Title:____________________________
16
<PAGE> 17
REDACTED
17
<PAGE> 18
REDACTED
ATTACHMENT 1A
DIFF CARRIERS
<TABLE>
<CAPTION>
PART NUMBER WEIGHT 4/1/95 4/1/96 4/1/97
----------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
* * * * *
</TABLE>
MISCELLANEOUS PARTS
<TABLE>
<CAPTION>
PART NUMBER WEIGHT 4/1/95 4/1/96 4/1/97
----------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
* * * * *
</TABLE>
18
<PAGE> 19
REDACTED
ATTACHMENT 1B
DIFF CASES
<TABLE>
<CAPTION>
PART NUMBER WEIGHT 4/1/95 4/1/96 4/1/97
----------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
* * * * *
</TABLE>
19
<PAGE> 20
REDACTED
ATTACHMENT 1C
BEARING CAGES
<TABLE>
<CAPTION>
PART NUMBER WEIGHT 4/1/95 4/1/96 4/1/97
----------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
* * * * *
</TABLE>
20
<PAGE> 21
REDACTED
ATTACHMENT 1D
BEARING CAPS
<TABLE>
<CAPTION>
PART NUMBER WEIGHT 4/1/95 4/1/96 4/1/97
----------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
* * * * *
</TABLE>
STEERING KNUCKLES
<TABLE>
<CAPTION>
PART NUMBER WEIGHT 4/1/95 4/1/96 4/1/97
----------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
* * * * *
</TABLE>
21
<PAGE> 22
REDACTED
ATTACHMENT II
DIFF CARRIERS
PART NUMBER PRICING
----------- -------
* *
DIFF CASES
PART NUMBER PRICING
----------- -------
* *
22
<PAGE> 23
REDACTED
ATTACHMENT II
BEARING CAGES
PART NUMBER PRICING
----------- -------
* *
MISCELLANEOUS PARTS
PART NUMBER PRICING
----------- -------
* *
23
<PAGE> 1
Exhibit 10.3
[Note: Certain confidential portions of this document have been omitted and
filed separately with the Securities and Exchange Commission. The omitted
confidential information is marked throughout the document with an "*"]
April 4, 1996
Mr. Oren Gillette
EATON Corporation
13100 E. Michigan Ave.
Galesburg, MI 49053-9674
Dear Mr. Gillette:
This letter confirms our understanding of future pricing and part sourcing with
Neenah Foundry. The steel scrap surcharge base will be lowered to $130/ton
effective May 1, 1996. An economic increase of 2% to the then effective base
price will be implemented on January 1, 1997, and again on January 1, 1998. Part
sourcing will be as follows:
- -- Current parts and sourcing revisions as noted below, will remain at
least at the present or established sourcing level thru December 31,
1998.
- -- Part numbers * will be * sourced * to
Neenah Foundry.
- -- Part number * will be sourced * to Neenah Foundry.
- -- Part numbers * will be sourced 100% to Neenah Foundry.
Economics for these parts will remain firm until January 1, 1998.
- -- Part numbers * will become 100% sourced to Neenah Foundry.
- -- Additional parts being quoted (including the 404 axle bearing caps and
adjusters) will be evaluated with intention to source with Neenah
Foundry based on pricing that is competitive with viable North American
Foundries.
We ask that you review our understanding and confirm you concurrence. Eaton
Corporation remains a major customer at Neenah Foundry Company. We desire that
this position erodes no further and appreciate your efforts to afford us
replacement business opportunity.
Sincerely,
William Barrett
General Sales Manager
Industrial Division
djh
cc: Andy Aylward
Chuck Perry
