-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PYOzLdA8y+KeU9I+8hmT5+BurxSDJf8TEUBGXs6xAY8jFzakocSs15TWjBXDHmMv taHH9vJ7pX+kOov4Wdrk8g== 0001137439-06-000034.txt : 20060210 0001137439-06-000034.hdr.sgml : 20060210 20060210152819 ACCESSION NUMBER: 0001137439-06-000034 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Neenah Paper Inc CENTRAL INDEX KEY: 0001296435 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 201308307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80280 FILM NUMBER: 06598240 BUSINESS ADDRESS: STREET 1: 3460 PRESTON RIDGE ROAD CITY: ALPHARETTA STATE: GA ZIP: 30005 BUSINESS PHONE: 678-566-6500 MAIL ADDRESS: STREET 1: 3460 PRESTON RIDGE ROAD CITY: ALPHARETTA STATE: GA ZIP: 30005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OLSTEIN & ASSOCIATES L P /NY CENTRAL INDEX KEY: 0000947996 IRS NUMBER: 133813766 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4 MANAHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142696100 MAIL ADDRESS: STREET 1: 4 MANAHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: OLSTEIN & ASSOICATES L P /NY DATE OF NAME CHANGE: 20000211 SC 13G 1 neenah13g123105.htm SCHEDULE 13G FOR NEENAH PAPER, INC. Schedule 13G for Neenah Paper Inc. as of December 31, 2005

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                             (AMENDMENT No. _____)*


                               Neenah Paper, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    640079109
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2005
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)



Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

    /X/      Rule 13d-1(b)
    / /      Rule 13d-1(c)
    / /      Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

================================================================================
SEC 1745  Persons who are to respond to the collection of information contained
(1-06)    in this form are not  required  to respond  unless the form displays a
          currently valid OMB control number.
================================================================================





CUSIP No. 640079109

     1.   Names of Reporting Persons.
          I.R.S. Identification Nos. of above persons (entities only).

          Olstein & Associates, L.P.  (Tax ID: 133813766)

     2.   Check the Appropriate Box if a Member of a Group (See Instructions)

          Not Applicable

     3.   SEC Use Only

     4.   Citizenship or Place of Organization

          New York


                   5.    Sole Voting Power          991,100  **see Note 1**
Number of Shares
Beneficially       6.    Shared Voting Power        None
Owned by
Each Reporting     7.    Sole Dispositive Power     991,100  **see Note 1**
Person With:
                   8.    Shared Dispositive Power   None

     9.   Aggregate Amount Beneficially Owned by Each Reporting Person

          991,100  **see Note 1**


     10.  Check if the Aggregate  Amount in Row (9) Excludes Certain Shares (See
          Instructions)

          N/A

     11.  Percent of Class Represented by Amount in Row (9)

          6.71%

     12.  Type of Reporting Person (See Instructions)

          IA



CUSIP No. 640079109

     1.   Names of Reporting Persons.
          I.R.S. Identification Nos. of above persons (entities only).

          The Olstein Funds  (Tax ID: 133837394)

     2.   Check the Appropriate Box if a Member of a Group (See Instructions)

          Not Applicable

     3.   SEC Use Only

     4.   Citizenship or Place of Organization

          Delaware


                   5.    Sole Voting Power          891,800  **see Note 1**
Number of Shares
Beneficially       6.    Shared Voting Power        None
Owned by
Each Reporting     7.    Sole Dispositive Power     891,800  **see Note 1**
Person With
                   8.    Shared Dispositive Power   None

     9.   Aggregate Amount Beneficially Owned by Each Reporting Person

          891,800  **see Note 1**

     10.  Check if the Aggregate  Amount in Row (9) Excludes Certain Shares (See
          Instructions)

          N/A

     11.  Percent of Class Represented by Amount in Row (9)

          6.04%

     12.  Type of Reporting Person (See Instructions)

          IV

Item 1.

     (a)  Name of Issuer

          Neenah Paper, Inc.

     (b)  Address of Issuer's Principal Executive Offices

          3460 Preston Ridge Road
          Alpharetta, Georgia  30005


Item 2.

     (a)  Name of Person Filing

          (1)   Olstein & Associates, L.P.
          (2)   The Olstein Funds

     (b)  Address of Principal Business Office, or if none, Residence

          (1)   4 Manhattanville Road
                Purchase, New York  10577

          (2)   4 Manhattanville Road
                Purchase, New York  10577

     (c)  Citizenship

          (1)   New York
          (2)   Delaware

     (d)  Title of Class of Securities

          Common Stock

     (e)  CUSIP Number

          640079109

Item 3.  If  this  statement  is  filed  pursuant   to § §   240.13d-1(b)  or
         240.13d-2(b) or (c), check whether the person filing is a:

     (1) Olstein & Associates, L.P.
         (e)  [X]  An  investment  adviser  in  accordance  with § 240.13d-1(b)(1)
                   (ii)(E);

     (2) The Olstein Funds
         (d)  [X]  Investment company  registered  under section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

Item 4.  Ownership

     (1) Olstein & Associates, L.P:

         (a) Amount beneficially owned:
                   991,100  **see Note 1**

         (b) Percent of class: 6.71%

         (c) Number of shares as to which such person has:

             (i)   Sole power to vote or to direct the vote

                   991,100  **see Note 1**

             (ii)  Shared power to vote or to direct the vote

                   None

             (iii) Sole power to dispose or to direct the disposition of

                   991,100  **see Note 1**

             (iv)  Shared power to dispose or to direct the disposition of

                   None

     (2) The Olstein Funds:

         (a)  Amount beneficially owned:
                   891,800  **see Note 1**

         (b) Percent of class:  6.04%

         (c)  Number of shares as to which such person has:

             (i)   Sole power to vote or to direct the vote

                   891,800  **see Note 1**

             (ii)  Shared power to vote or to direct the vote

                   None

             (iii) Sole power to dispose or to direct the disposition of

                   891,800  **see Note 1**

             (iv)  Shared power to dispose or to direct the disposition of

                   None

**Note  1**  Olstein &  Associates,  L.P.  ("Olstein"),  an  investment  advisor
registered under Section 203 of the Investment  Advisers Act of 1940,  furnishes
investment  advice to the Olstein  Financial Alert Fund, a series of The Olstein
Funds,  an investment  company  registered  under the Investment  Company Act of
1940, as amended (the "1940 Act"),  and to the Smith Barney Classic Values Fund,
a series of the Smith Barney Investment Trust, an investment  company registered
under  the 1940  Act  (collectively,  the  "Funds").  In its role as  investment
advisor or manager,  Olstein  possesses voting and/or  investment power over the
securities of the Issuer described in this schedule that are owned by the Funds,
and may be deemed to be the beneficial owner of the shares of the Issuer held by
the funds.  However,  all securities  reported in this schedule are owned by the
Funds. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), Olstein disclaims beneficial ownership of such securities.
In addition,  the filing of this schedule shall not be construed as an admission
that the reporting  person or any of its affiliates is the  beneficial  owner of
any securities  covered by this Schedule 13G for any other purposes than Section
13(d) of the Exchange Act.

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

The Funds  described  in Note 1 above  have the right to receive or the power to
direct the receipt of  dividends  from,  or the  proceeds  from the sale of, the
securities held in their respective accounts. The Olstein Funds own 6.04% of the
shares of common  stock  with the  Issuer.  To the  knowledge  of  Olstein,  the
interest of the Smith Barney Classic Values Fund does not exceed 5% of the class
of securities. Olstein disclaims beneficial ownership of all such securities.

Item 7. Identification  and  Classification of the Subsidiary which Acquired the
        Security Being Reported on By the Parent Holding Company

Not Applicable

Item 8. Identification and Classification of Members of the Group

Not Applicable

Item 9. Notice of Dissolution of Group

Not Applicable

Item 10. Certification

     By signing  below I certify  that,  to the best of my knowledge and belief,
     the securities referred to above were acquired and are held in the ordinary
     course of business  and were not  acquired and are not held for the purpose
     of or with the effect of changing or influencing  the control of the issuer
     of the securities and were not acquired and are not held in connection with
     or as a participant in any transaction having that purpose or effect.

                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



          Olstein & Associates, L.P.            The Olstein Funds
          By: Olstein Advisers, LLC,
                General Partner
          February 10, 2006                     February 10, 2006
          ---------------------------           ---------------------------
          Date                                  Date

          Olstein & Associates, L.P.            The Olstein Funds
          ---------------------------           ---------------------------
          Signature                             Signature

          /s/Michael Luper                      /s/Michael Luper
          ---------------------------           ---------------------------
          Michael Luper                         Michael Luper
          Executive Vice President              Chief Accounting Officer
                                                 and Treasurer


                                                                       Exhibit A


                                   AGREEMENT
                          JOINT FILING OF SCHEDULE 13G

Olstein  &  Associates,   L.P.  (an  investment  adviser  registered  under  the
Investment  Advisers Act of 1940) and The Olstein  Funds,  a Delaware  statutory
trust,  hereby agree to file jointly the statement on Schedule 13G to which this
Agreement is attached, and any amendments thereto which may be deemed necessary,
pursuant to Regulation 13D-G under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties  hereto is responsible  for
the timely filing of such  statement  and any  amendments  thereto,  and for the
completeness  and accuracy of the  information  concerning  such party contained
therein,  but such party is not responsible for the  completeness or accuracy of
information  concerning the other party unless such party knows or has reason to
believe that such information is inaccurate.  It is understood and agreed that a
copy of this  Agreement  shall be  attached  as an exhibit to the  statement  on
Schedule 13G, and any amendments hereto,  filed on behalf of each of the parties
hereto.

          Olstein & Associates, L.P.            The Olstein Funds
          By: Olstein Advisers, LLC,
                General Partner
          February 10, 2006                     February 10, 2006
          ---------------------------           ---------------------------
          Date                                  Date

          Olstein & Associates, L.P.            The Olstein Funds
          ---------------------------           ---------------------------
          Signature                             Signature

          /s/Michael Luper                      /s/Michael Luper
          ---------------------------           ---------------------------
          Michael Luper                         Michael Luper
          Executive Vice President              Chief Accounting Officer
                                                 and Treasurer



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