Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2009, William M. Barrett resigned as Chairman of the Board and as
a director of Neenah Enterprises, Inc. ("NEI"), the indirect parent of Neenah
Foundry Company ("Neenah"), and all of NEI's subsidiaries including Neenah
(collectively, the "Company"). Mr. Barrett's resignation was not due to any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
On February 3, 2009, the Board of Directors appointed Joseph M. Cerulli as a
director to fill the vacancy created by Mr. Barrett's resignation. Mr. Cerulli
has not yet been named to any committees of the Board of Directors. Mr. Cerulli
will receive the same compensation as other non-employee directors of the
Company. Also, on February 3, 2009, Joseph V. Lash, a current director of the
Company, was elected as Chairman of the Board.
Mr. Cerulli, age 49, has been employed by an affiliate of Tontine Capital
Partners, L.P. ("Tontine"), a Greenwich, Connecticut-based investment
partnership, since January 2007. Mr. Cerulli also serves as a director of
Patrick Industries, Inc. Based on a Schedule 13D amendment filed on November 10,
2008, Tontine and its affiliates have shared voting and dispositive powers with
respect to approximately 65.3% of NEI's outstanding common stock. Tontine is
also the holder of all of Neenah's $75 million of 12 1/2% Senior Subordinated
Notes due 2013.
