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UNITEDSTATES

SECURITIES AND EXCHANGECOMMISSIONWashington, D.C.20549

FORM 10-K

**(MarkOne)**

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|  |   | **ANNUAL REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES****EXCHANGE ACT OF1934** |

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|--|--------|----------------------------------------------|
|  |   | **For the fiscal year ended October 1,2005** |

OR

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|  |   | **TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES****EXCHANGEACT OF 1934** |

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|--|--------|-----------------------------------------------------------------------------------------|
|  |   | **For the transition periodfrom**__________________ **to** __________________ |

Commission file number 333-118086

AMES TRUE TEMPER,INC.

(Exact name of registrant as specified in itscharter)

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|-------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| DELAWARE                                                    |  | 22-2335400                         |
| (Stateor other jurisdictionof incorporation ororganization) |  | (I.R.S. EmployerIdentificationNo.) |
| 465 RailroadAvenue, Camp Hill, Pennsylvania                 |  | 17011                              |
| (Address of principal executiveoffices)                     |  | (ZipCode)                          |
|                                                             |

**Registrant’s telephonenumber, including area code: (717)737-1500**

**Securities registered pursuant to Section12(b) of the Act: NONE**

**Securities registeredpursuant to Section 12(g) of the Act: NONE**

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act. Yes     No

Indicate by check mark if the registrant is not requiredto file reports pursuant to Section 13 or Section 15(d)of the Act. Yes     No 

Indicate by check markwhether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes  No

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein,and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporatedby reference in Part III of this Form 10-K or any amendment to thisForm 10-K. 

Indicate by check mark whether the registrantis an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No 

Indicate by check mark whetherthe registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes  No 

Asof December 22, 2005, the registrant had 1,000 shares of its commonstock, $1.00 par value, outstanding.

Documents Incorporated byReference

None

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AMES TRUE TEMPER,INC.

FORM 10-K

YEAR ENDED OCTOBER 1, 2005

TABLE OF CONTENTS

|                                                                                                                                  |  |    |  |  |  |  |
|----------------------------------------------------------------------------------------------------------------------------------|--|----|--|--|--|--|
| PARTI                                                                                                                            |  | 2  |
| Item1.  BUSINESS                                                                                                       |  | 2  |
| Item1A.  RISK FACTORS                                                                                                  |  | 7  |
| Item1B.  UNRESOLVED STAFFCOMMENTS                                                                                      |  | 12 |
| Item2.  PROPERTIES                                                                                                     |  | 12 |
| Item3.  LEGALPROCEEDINGS                                                                                               |  | 13 |
| Item4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS                                                             |  | 14 |
| PARTII                                                                                                                           |  | 14 |
| Item 5.  MARKET FORTHE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITYSECURITIES |  | 14 |
| Item6.  SELECTED FINANCIALDATA                                                                                         |  | 15 |
| Item7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OFOPERATIONS                            |  | 17 |
| Item7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK                                                     |  | 30 |
| Item8.  FINANCIALSTATEMENTS                                                                                            |  | 31 |
| Item9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE                            |  | 65 |
| Item9A.  CONTROLS ANDPROCEDURES                                                                                        |  | 65 |
| Item9B.  OTHERINFORMATION                                                                                              |  | 65 |
| PART III                                                                                                                         |  | 66 |
| Item 10.  DIRECTORSAND EXECUTIVE OFFICERS OF THEREGISTRANT                                                             |  | 66 |
| Item11.  EXECUTIVECOMPENSATION                                                                                         |  | 70 |
| Item12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT AND RELATED STOCKHOLDERMATTERS                  |  | 72 |
| Item13.  CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS                                                                 |  | 73 |
| Item14.  PRINCIPAL ACCOUNTANT FEES ANDSERVICES                                                                         |  | 75 |
| PARTIV                                                                                                                           |  | 76 |
| Item 15.  EXHIBITSAND FINANCIAL STATEMENTSCHEDULES                                                                     |  | 76 |
|                                                                                                                                  |

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TERMS USED IN THISFORM 10-K

Unless otherwise noted, or indicated by the context,in this Form 10-K the terms the‘‘company,’’‘‘we,’’ ‘‘us,’’‘‘Ames True Temper’’ and‘‘our’’ refer to Ames True Temper, Inc. andits subsidiaries and, for periods prior to June 27, 2004 ourpredecessor companies; the term ‘‘parent’’refers to ATT Holding Co., the owner of 100% of our capitalstock, which has no assets other than our capital stock; the term‘‘Predecessor Company I’’ refers to theCompany under the ownership of Wind Point Partners; and the term‘‘Predecessor Company II’’ refers to AmesTrue Temper Group, a division of U.S. Industries, Inc.(‘‘USI’’). References to our fiscal yearsare to our parent’s 52 or 53 week period that generally ends onthe Saturday nearest to September 30 of such year.‘‘Fiscal 2004’’ is the 52-week period thatis combined from the thirteen-week period ended September 25, 2004 withthe 39-week period ended June 27, 2004 under Predecessor Company I;‘‘fiscal 2003’’ is the 52-week period endedSeptember 27, 2003 under Predecessor Company I and references to‘‘fiscal 2002’’ are to the period fromSeptember 30, 2001 to January 13, 2002 under Predecessor Company IIcombined with the period from January 14, 2002 to September 28, 2002under Predecessor Company I to form a 52-week period.

TRADEMARKSAND SERVICE MARKS

We own or have the rights to varioustrademarks, copyrights and trade names used in our business, including,but not limited to, the following: AmesTM, Ames TrueTemperTM, Ceramic-LiteTM, ClassicTM, DynamicDesignTM, GarantTM, GardenScapesTM,HomeownerTM, IXLTM, JacksonTM, KodiakTM,PonyTM, Site SafeTM, Snow PlowTM, TrueTemperTM, Blue MaxTM, Polylam4TM andWoodingsTM. In addition, we have a limited license to use theStanleyTM trademark. This Form 10-K also includes trade names andtrademarks of other companies. Our use or display of otherparties’ trade names, trademarks or products is not intended toand does not imply a relationship with, or endorsement or sponsorshipof us by, the trade name or trademark owners.

FORWARD-LOOKINGSTATEMENTS

This annual report on Form 10-K contains‘‘forward-looking statements’’ within themeaning of Section 21E of the Securities Exchange Act of 1934, asamended. All statements other than statements of historical fact are‘‘forward-looking statements’’ for purposesof federal and state securities laws. Forward-looking statements mayinclude the words ‘‘may,’’‘‘will,’’‘‘plans,’’‘‘estimates,’’‘‘anticipates,’’‘‘believes,’’‘‘expects,’’‘‘intends’’ and similar expressions.Although we believe that such statements are based on reasonableassumptions, these forward-looking statements are subject to numerousfactors, risks and uncertainties that could cause actual outcomes andresults to be materially different from those projected or assumed inour forward-looking statements. These factors, risks and uncertaintiesinclude, among others, thefollowing:

|  |              |                                     |
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|  | •  | our liquidity and capitalresources; |

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|  | •  | sales levels toexisting and newcustomers; |

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|  | •  | increasedconcentration of ourcustomers; |

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|  | •  | seasonality andadverse weatherconditions; |

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|  | •  | competitivepressures and trends; |

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|--|--------------|-------------------------------|
|  | •  | changingconsumer preferences; |

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|  | •  | newproduct and customerinitiatives; |

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|  | •  | risks relating toforeign sourcing and foreign operations and availability of rawmaterials; |

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|  | •  | our ability tosuccessfully consummate and integrate acquisitions;and |

|  |              |                             |
|--|--------------|-----------------------------|
|  | •  | general economicconditions. |

Our actual results, performance or achievements coulddiffer materially from those expressed in, or implied by, theforward-looking statements. We can give no assurances that any of theevents anticipated by the forward-looking statements will occur or, ifany of them do, what impact they will have on our results of operationsand financial condition. We do not intend, and we undertake noobligation, to update any forward-looking statement.

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PART I

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| Item1.  | BUSINESS |

Our History

Ames TrueTemper was formed in 1999 when Ames and its then parent, USI, acquiredTrue Temper from the Huffy Corporation, combining two non-powered lawnand garden tool and accessory companies with market leadershippositions in long handle tools and wheelbarrows. Ames, founded in 1774,only manufactured shovels for much of its history. However, over thelast three decades, Ames acquired several companies to expand itsproduct lines and geographical reach. For example, in 1991, Amesacquired Garant, a Canadian lawn and garden tool manufacturer. In 1997,Ames acquired Woodings-Verona and IXL in two separate transactions,adding striking tool and hickory handle manufacturing capabilities,respectively.

Founded in 1809 in Vermont, True Temper started asa manufacturer of agricultural products, particularly shovels and otherdigging tools. Like Ames, True Temper also expanded its product linesthrough acquisitions. In 1981, True Temper acquired JacksonManufacturing, a leading manufacturer of wheelbarrows and carts. Inaddition, True Temper acquired Meaford Steel Products, a leadingCanadian wheelbarrow manufacturer, in 1996, and SuperLight, a leadingaluminum rake manufacturer, in 1997.

As part of a restructuringplan, USI decided to divest Predecessor Company II in 2001. Wind PointPartners, a private equity investment firm, in conjunction with RichardDell, our current president and chief executive officer, and DuaneGreenly, our current chief operating officer, purchased PredecessorCompany II in January 2002. Since that time, we completed threeacquisitions to complement our product portfolio and enhance oursourcing capabilities. In November 2002, we acquired Dynamic Design, aleading supplier of plastic and foam flowerpots, outdoor planters,window boxes, indoor planters and hanging baskets. In May 2003, weacquired Outdoor Inspirations, to enter the garden hose market. InAugust 2003, we acquired Greenlife, a leading supplier of non-poweredlawn and garden tools manufactured in China.

In June 2004,affiliates of Castle Harlan, Inc., a New York-based private-equityinvestment firm, together with certain of our employees, completed theacquisition of our company. In order to acquire our company, CHATTHoldings Inc., ‘‘the buyer’’, and CHATTHoldings LLC, ‘‘the buyer parent’’, wereformed. Upon completion of the acquisition, affiliates of CastleHarlan, Inc. owned approximately 87% of the buyer-parent andmanagement owned approximately 13%.

General

We area leading North American manufacturer and marketer of non-powered lawnand garden tools and accessories.

We sell our products primarilyin the U.S. and Canada through (1) retail centers, including homecenters and mass merchandisers, (2) wholesale chains, includinghardware stores and garden centers, and (3) industrial distributors. Wehave a large portfolio of recognized brands that enables us to offerspecific branding strategies for our large retail customers. We believethat our global manufacturing strategy, based primarily upon a blend ofdomestic manufacturing and sourced product, makes us cost-competitivewhile allowing us to provide a high level of customerservice.

Our brands are among the most recognized across ourprimary product categories in the North American non-powered lawn andgarden tools and accessories market. Our brand portfolio includes Ames,True Temper, Ames True Temper and Stanley (licensed from The StanleyWorks), as well as contractor-oriented brands including Jackson, Kodiakand Pony. This strong portfolio of brands has allowed us to developspecific branding strategies tailored to each of our large retailcustomers, including The Home Depot, Lowe’s and Wal-Mart, whichdifferentiates us from our competitors. We have long-standingrelationships with the leading companies that sell our productcategories.

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Products

Utilizing a variety ofbrand names, we manufacture and market one of the broadest productportfolios in the non-powered lawn and garden industry. We currentlyoffer 11 distinct product lines, anchored by two core productcategories: long handle tools and wheelbarrows.

We believe that,as a result of our high product quality, high level of customer serviceand strong customer relationships, we hold market-leading positions inthe following seven product lines: long handle tools, wheelbarrows,hose reels, snow tools, striking tools, lawn carts and repairhandles.

The following is a description of each of our productlines:

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|  | •  | Long HandleTools:    Our long handle tool product offering consists ofshovels, spades, scoops, rakes, hoes, cultivators, weeders, post holediggers, scrapers, edgers, forks and hooks. We offer numerous types ofheads, including plastic and steel, and various handles manufacturedfrom wood, engineered polymers and fiberglass. We currently offer over1,700 SKUs in this category. To maximize our retail shelf space, wehave developed specific branding strategies for our large retailersutilizing our strong portfolio of brand names. The Ames brandname is used at The Home Depot, while True Temper is sold atLowe’s. To support Wal-Mart and others, we license theStanley brand name. For all other retail and wholesale customers,we use the Ames True Temper brand name, except in Canada wherewe still market the Garant brand name. In addition to our mainbrand names, we also offer sub-brand names such as Classicand Homeowner to capture placement for‘‘good,’’‘‘better’’ and‘‘best’’ product price points. We also usesub-brands such as Blue Max, Kodiak, Pony and Site Safeunder the Jackson Professional Tools brand in the industrialchannel. |

|  |              |                                                                                                                                                                                                                                                     |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Wheelbarrows:    Wemanufacture a full line of wheelbarrows, primarily under the TrueTemper, Jackson and Garant brand names. We offer bothplastic and steel wheelbarrows at a full range of price points for amultitude oftasks. |

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|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Planters:    With ouracquisition of Dynamic Design, we became a supplier of plastic and foamflower pots, outdoor planters, window boxes, indoor planters andhanging baskets. We source most of our pots and planters line fromlower cost manufacturing facilities, including facilities abroad. Allof our pots and planters are sold under the Dynamic Designbrand. Recently, for both indoor and outdoor use, we introduced theCeramic-Lite series of polyurethane-molded planters and urnsdesigned to look like glazed ceramic pots. We also added a new line offiberglass pots and planters. Polylam4 TM, a new, innovativematerial, was introduced in 2005 with the successful launch of a newline of Polylam4 TMplanters. |

|  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Hose Reels:    Wesell rotating, portable, freestanding and swivel hose reels for thehome gardener and industrial customer. Hose reels are designed to keephoses from getting tangled, while providing compact storage of hoseswhen not in use. Our hose reels are available in portable, wheeled andwall-mount versions. We also offer a line of patio and deck hose reels.We sell our hose reels under the Ames brandname. |

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|  | •  | Snow Tools:    Wemanufacture and distribute numerous types of snow tools, includingshovels, pushers, roof rakes, sled scoops, and ice scrapers, withplastic, steel and aluminum heads. We sell these products under theAmes, Garant and True Temper brandnames. |

|  |              |                                                                                                                                                                                                                                           |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Striking Tools:    Weoffer a wide range of striking tools, including axes, picks, mauls,wood splitters and sledgehammers. These products are sold under theAmes True Temper, Garant, Jackson and Woodingsbrand names. |

|  |              |                                                                                                                                                                                              |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | DecorativeAccessories:    We offer a wide variety of plastic and wiregarden accessories, including edging, fencing, splash blocks andtrellises sold under the Amesbrand. |

|  |              |                                                                                                                                                                                                                                                                                                                                                   |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Lawn Carts:    Lawncarts typically are used for transporting everything from plants andmulches to garden debris, sticks and rocks. Lawn carts have molded-intool holders for ease of carrying tools. Their flat bottom design isuseful for carrying plants and easy dumping. Our lawn carts aremarketed under the Ames brand. |

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|  |              |                                                                                                                                                                                                                                            |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | PruningTools:    We offer a broad line of pruning tools, includinggrass, pruning, lopping, hedge and pole pruning tools, as well as avariety of trimming saws and cutting tools, sold under the Ames TrueTemper brand. |

|  |              |                                                                                                                                                                                                                                              |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | RepairHandles:    We manufacture an extensive line of repair handlesfor lawn and garden tools, such as long handle tools, snow tools andstriking tools. Our repair handles are sold under our Garant andIXL brand names. |

|  |              |                                                                                                                           |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------|
|  | •  | GardenHoses:    We supply light, medium and heavy-duty garden hosesunder the Ames and Jackson brands. |

In addition to the brandslisted above, we also utilize unbranded products to capture the openingprice point at major retailers. While this category does not generatesignificant revenues, it is an important part of our branding strategy.As an example, we use opening price point products for our long handletools to strengthen the position of that category’s‘‘good’’ and‘‘better’’ productlines.

Customers

We sell our products through (1) retailcenters, including home centers and mass merchandisers, (2) wholesalechains, including hardware stores and garden centers, and (3)industrial distributors. The Home Depot represented approximately32% of our net sales for fiscal 2005, 33% for the periodsended September 25, 2004 and June 27, 2004 and 35% in fiscal2003. Lowe’s represented approximately 22% of our netsales for fiscal 2005 and the period ended September 25, 2004,20% for the period ended June 27, 2004 and 20% in fiscal2003. Both The Home Depot and Wal-Mart have designated us as theofficial category manager for non-powered lawn and garden tools(Lowe’s does not designate category managers).

We are alsoa leading supplier to a number of wholesalers that collectivelyrepresent numerous independent hardware stores, including Ace,Do-It-Best and True Value. We also supply our products to theindustrial channel through distributors such as Grainger and McMasterCarr.

Product Development

Our product development effortsfocus on new products and product line extensions. We develop productsthrough our seven person, in-house engineering staff and through ourrelationships with a number of outside product engineering and designfirms. In addition, starting in 2002, we established‘‘core teams’’ to introduce new productsmore quickly and cost efficiently. The core teams, headed by eachproduct category’s marketing director, consist of eight members,one from each functional department. These core teams are empowered tocreate product designs, initiate capital requests, conduct research andmake sourcing decisions.

Sales and Marketing

Our salesorganization is structured by distribution channel in the U.S. and bycountry internationally. In the U.S., we have dedicated a team of salesprofessionals to each of our large retail customers. We maintainoffices adjacent to each of our three largest customers’headquarters, as well as in-house dedicated sales analysts. Inaddition, we have assigned sales professionals to our domesticwholesale and industrial distribution channels. We also have salesteams located in Canada and Ireland to handle our Canadian and Europeansales efforts, respectively.

To assist our clients in marketingour products and responding to new customer trends, we have createdteams headed by a product marketing director focused on each productline. Each team is responsible for implementing category-specificmarketing strategies, including SKU rationalization and support for keyaccounts.

We offer internal graphic capabilities to designcatalogs, labels, point of purchase and other sales materials. Inaddition, we monitor point of sale and sell-through activity toidentify product opportunities and develop merchandising programs tohelp our customers achieve their sales objectives. We also work closelywith external research firms, design studios and product engineeringorganizations to identify and capitalize on emerging consumer andprofessional trends.

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Raw Materials and Suppliers

Theprimary raw material inputs for our products include resin (primarilypolypropylene and high density polyethylene), wood (mainly ash, hickoryand poplar) and steel (hot rolled and cold rolled). In addition, wepurchase some key materials and components, such as metal forkcomponents, wheelbarrow tires, shovel heads and fiberglass handles;however, we complete most of the final assembly internally in order tobetter ensure consistent quality for our customers. During fiscal 2005,Liberty Steel accounted for approximately 14% of our total rawmaterial purchases. We do not believe that our purchases from LibertySteel subject us to significant risks of shortages and interruptions.If this supplier failed to meet our needs, we believe that othersources of steel would be readily available. Other than Liberty Steel,we had no supplier supply more than 10% of our raw materials orcomponents.

Competition

The non-powered lawn and gardenindustry is highly competitive and fragmented. Most of our competitorsconsist of small privately held companies focusing on a single productcategory. Some of our competitors include Union Tools, Fiskars andTruper in long handle tools, Suncast in hose reels and decorativeaccessories and Colorite/Swan in garden hoses. In addition, we facecompetition from imported or sourced products from China, India andother lower-cost countries, particularly in wheelbarrows, strikingtools and pruning tools. We believe the principal factors by which wecompete are quality, performance, price, brand strength, reliabilityand customer service, with the relative importance of each factorvarying by product line. Additionally, our four Chinese joint venturesenable us to compete with products from these lower cost countries.

We believe that our size and product depth provide us with acompetitive advantage. In addition, we believe that offshoremanufacturers lack sufficient distribution capabilities to servicelarge retailers. We also believe that our extensive wood millinfrastructure and expertise in curing wood handles, coupled with oureasy geographical access to American ash and hickory sources, provideus with a competitive advantage over offshore manufacturers given thecontinued preference by consumers for wood handles in long handle andstriking tools.

Distribution

We operate fourdistribution centers. The largest distribution center is a 1.2 millionsquare foot distribution center in Carlisle, Pennsylvania. Finishedgoods from our manufacturing sites are transported to this facility byour internal fleet, which allows us to consolidate customer orders indifferent product areas and provide freight savings to our customers.Additionally, some light assembly is performed at thislocation.

We also maintain distribution centers in Nevada, Canadaand Ireland. We also utilize a third-party distribution center in SantaFe Springs, CA for our sourced planters. The Nevada facility provideslight assembly operations enabling us to provide faster turnaround forour West Coast customers. This facility also operates fourinjection-molding machines to reduce some of the costs associated withtransporting high cube products. Our company-wide computer networkutilizes software that enables us to more efficiently manage orders,quickly replenish our customers’ inventory and provide ourcustomers with strong logistics support.

JointVentures

We hold joint venture interests ranging from 25%to 35% in four separate joint ventures that each owns amanufacturing facility in China. We do not share in the profits orlosses of the joint ventures. Under the terms of the Chinese jointventure agreements, we are entitled to minority representation on theboard of directors of each joint venture.

ChengdeGreenlife Houseware Co., Ltd. Joint Venture

This jointventure, owned by Pingquan County Stamping Factory (65%), ourcompany (30%) and Dick Liao (5%), manufactures metal homeand gardening products. We are responsible under the joint

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venture agreement for handling the sale ofproducts outside of China, while the joint venture is responsible forthe sale of products within China. The term of the joint ventureagreement is 15 years and was entered into during 1999. The jointventure may be terminated by mutual agreement of the joint ventureparties.

Fujian Greenlife Tools of Garden Co., Ltd.Joint Venture

This joint venture, owned by Fujian HuakunImplement Company Limited (Fujian) (13%), Fuzhou Huatian AutoAccessories Company Limited (25%), Dick Liao (37%) andour company (25%), manufactures poly rakes, steel rakes, cuttingtools and car components. Fujian is responsible for the development,engineering and production of products, while we are responsible forexporting products from China to the United States. The term of thejoint venture agreement is 10 years and it was entered into during2002. The joint venture can be terminated by mutual agreement of thejoint venture parties.

Dalian Greenlife Tools Co.,Ltd. Joint Venture

This joint venture, owned by Shushi(Dalian) Steel Shovel Manufacturing Co. (Dalian) (57%), ourcompany (35%) and Dick Liao (8%), manufactures assortedgarden tools and metal products. We are responsible for exporting theproducts of the joint venture. The term of the joint venture agreementis 20 years and was entered into during 1997. The joint venture may beterminated by mutual agreement of the joint ventureparties.

Dalian Greenlife Ames True Temper Rubber& Plastic Co., Ltd. Joint Venture

This joint venture,owned by Dalian Greenlife Rubber & Plastic Co., Ltd. (75%)and our company (25%), manufactures handles for long handletools and other associated products. We are responsible for exportingthe products of the joint venture. The term of the joint venture is 10years and was entered into during 2005. The joint venture may beterminated by mutual agreement of the joint ventureparties.

Intellectual Property

We hold registered U.S.trademarks and issued U.S. patents, which are important to ourbusiness. Additionally, we and our wholly-owned subsidiaries holdtrademarks, patents and copyrights in countries that we sell ourproducts. We also hold an exclusive license in the U.S. and Canada tomanufacture clog-free rakes. In addition, we license the Stanley brandname from The Stanley Works for use on long handle tools, wheelbarrows,pruning tools and snow tools placed primarily at Wal-Mart. This licenseagreement renews automatically for successive one-year periods unlesseither party gives one-year notice of termination. Currently, theagreement expires on December 31, 2007. We pay royalties for our use ofthe Stanley name, which were in an amount that is not material tous.

Employees

As of October 1, 2005, we had approximately1,700 full-time employees worldwide. Most of these employees work inmanufacturing and distribution for the U.S. market. At certain times ofthe year, we augment our workforce with temporary workers toaccommodate seasonal increases in business activity. Approximately 229of our U.S. employees are represented by the United Brotherhood ofCarpenters and Joiners of America (UBCJ), the United Steelworkers ofAmerica (USWA) or the International Brotherhood of Teamsters (IBT). Thecontracts with UBCJ and IBT expire in October 2007 and April 2008,respectively. The agreement with USWA Local No. 1688 expires in October2009. In addition, 263 employees in our Canadian facility arerepresented by the Trade Union Advisory Committee. The collectivebargaining agreement affecting these employees is in place untilOctober 2009. Thirty-one of our approximately 50 employees in Irelandare covered by one labor agreement and participate in a national wageplan. We believe that our relations with our employees are generallygood.

Environmental and Other Regulations

Our operations,both in the United States and abroad, are subject to foreign, federal,state and local environmental laws, ordinances and regulations thatlimit discharges into the environment, 

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establish standards for the handling,generation, emission, release, discharge, treatment, storage anddisposal of hazardous materials, substances and wastes, and requirecleanup of contaminated soil and groundwater. These laws, ordinancesand regulations are complex, change frequently and have tended tobecome more stringent over time. Many of them provide for substantialfines and penalties, orders (including orders to cease operations) andcriminal sanctions for violations. They may also impose liability forproperty damage and personal injury stemming from presence of, orexposure to hazardous substances. In addition, certain of ouroperations require us to obtain, maintain compliance with, andperiodically renew permits.

Certain of these laws, including theU.S. Comprehensive Environmental Response, Compensation and LiabilityAct, may require the investigation and cleanup of an entity’s orits predecessor’s current or former properties, even if theassociated contamination was caused by the operations of a third party.These laws also may require the investigation and cleanup ofthird-party sites at which an entity or its predecessor sent hazardouswastes for disposal, notwithstanding that the original disposalactivity accorded with all applicable requirements. Liability undersuch laws may be imposed jointly and severally, and regardless offault.

There are eight sites where we currently are engaged insite investigation or active remediation, which arise out of historicalfacility operations prior to our operations or ownership. We areentitled to indemnification by the former owners for 100% ofcosts for remediation efforts arising out of certain environmentalconditions that were known at the time of closing and 80% ofcosts for remediation efforts for certain other known items. We alsoare entitled to indemnification for costs of remediation effortsarising out of certain environmental conditions that were unknown atthe time of closing, subject to a sliding scale cost allocation scheme.In addition, we carry environmental insurance. While we do not expectto incur significant costs associated with these projects, there can beno assurance that all such costs will be covered by indemnification orinsurance.

We also are subject to the requirements of U.S.Department of Labor Occupational Safety and Health Administration(‘‘OSHA’’). In order to maintain compliancewith applicable OSHA requirements, we have established uniform safetyand compliance procedures for our operations and implemented measuresto prevent workplace injuries.

We have incurred and will continueto incur costs to comply with the requirements of environmental, healthand safety laws, ordinances and regulations. We anticipate that theserequirements will become more stringent in the future, and we cannotassure you that compliance costs will not be material.

Item1A.    RISK FACTORS

In addition to the other information setforth in this Form 10-K, you should carefully consider the followingfactors which could materially affect our business, financial conditionor future results. The risks described below are not the only risksfacing us. Additional risks and uncertainties not currently known to usor that we currently deem to be immaterial also may materiallyadversely affect our business, financial condition and/or operatingresults.

We depend on a small number of customers for asignificant portion of our business.

Our two largestcustomers, The Home Depot and Lowe’s, together accounted for54% (32% and 22%, respectively) of our net salesfor fiscal 2005 and approximately 52% of our accounts receivableas of October 1, 2005. Our ten largest customers (including thoselisted above) accounted for 75% of our net sales during fiscal2005. The loss of, or reduction in orders from, any of these customerscould have a material adverse effect on our business and our financialresults, as could customer disputes regarding shipments, fees, branduse and positioning, merchandise condition or related matters. Ourbusiness also may be negatively affected by changes in the policies ofour significant retail customers, such as return policies or reductionsin shelf space allocation to us.

Furthermore, a bankruptcy or asignificant deterioration in the financial condition of any of oursignificant customers or suppliers could have a material adverse effecton our sales, profitability and 

7

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cash flow. Any of the foregoing could resultin a reduction in purchases, a longer collection cycle or an inabilityto collect accounts receivable.

Further consolidation in theretail industry may adversely affect ourprofitability.

Home centers and mass merchandisers haveconsolidated and increased in scale. If, as we expect, this trendcontinues, our customers will likely seek more favorable terms,including pricing, for their purchases of our products, which willlimit our ability to raise prices, including to recoup raw material andother cost increases. Sales on terms less favorable to us than ourcurrent terms will have an adverse effect on ourprofitability.

Increased reliance on third party suppliersand manufacturers may decrease our ability to meet customerdemands.

We rely on a limited number of domestic andforeign companies, including our joint venture partners, to supplycomponents and manufacture certain of our products. The percentage ofour products, based on net sales, that we source has increased from2% in fiscal 2001 to over 40% in fiscal 2005. We expectthat this percentage will continue to increase in the future. Relianceon third party suppliers and manufacturers may reduce our control overthe timing of deliveries and quality of products. Reduced productquality or failure to deliver products quickly may jeopardize ourrelationships with certain of our key customers. In addition, increasedreliance on third party suppliers or manufacturers may result infailure to meet our customer demands, should any of these parties failto manufacture sufficient supply, go out of business or discontinue aparticular component. In such event, we may not be able to findalternative suppliers in a timely manner, if at all. Such events couldimpact our ability to fill orders, which would have a material adverseeffect on our customer relationships.

We are subject torisks associated with our foreign operations.

We haveoperations in Canada, China and Ireland, either directly or throughjoint ventures. Our foreign operations are subject to the risk offluctuations in the relative value of the U.S. dollar and the localunit of currency. It will become more expensive to operate in any ofthese countries if the value of the U.S. dollar declines relative tothe local unit of currency. We have not hedged against any currencyrisk exposure associated with our foreign operations.

Foreignoperations are subject to risks that can materially increase the costof operating in foreign countries and thereby may reduce our overallprofitability. These risks include, but are not limitedto:

|  |              |                                     |
|--|--------------|-------------------------------------|
|  | •  | currency exchange ratefluctuations; |

|  |              |                                                                                                                                                                               |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | increases in foreign taxrates and foreign earnings potentially being subject to withholdingrequirements or the imposition of tariffs, exchange controls or otherrestrictions; |

|  |              |                                                                                                                      |
|--|--------------|----------------------------------------------------------------------------------------------------------------------|
|  | •  | general economic andpolitical conditions in countries where we operate and/or sell ourproducts, including inflation; |

|  |              |                                                                                               |
|--|--------------|-----------------------------------------------------------------------------------------------|
|  | •  | thedifficulties associated with managing our organization spreadthroughout various countries; |

|  |              |                                                                       |
|--|--------------|-----------------------------------------------------------------------|
|  | •  | requiredcompliance with a variety of foreign laws and regulations;and |

|  |              |                                                                              |
|--|--------------|------------------------------------------------------------------------------|
|  | •  | limited protection of intellectualproperty in certain foreign jurisdictions. |

We are subject torisks associated with our operations in China.

Asubstantial amount of our sourcing is done through our Chinese jointventures. Since 1979, many new laws and regulations covering generaleconomic matters have been promulgated in China. Despite this activityto develop the legal system, China’s system of laws is not yetcomplete. Even where adequate law exists in China, enforcement ofexisting laws or contracts based on existing law 

8

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may be uncertain and sporadic, and it may bedifficult to obtain swift and equitable enforcement or to obtainenforcement of a judgment by a court of another jurisdiction. Therelative inexperience of China’s judiciary in many cases createsadditional uncertainty as to the outcome of any litigation. Inaddition, interpretation of statutes and regulations may be subject togovernment policies reflecting domestic politicalchanges.

Furthermore, a substantial portion of our pruning tools,as well as all of our foam pots and planters, are manufactured in Chinaand must be shipped into the U.S. When they enter the U.S., theseproducts may be subject to import quotas, import duties and otherrestrictions. Any inability to import these products into the U.S. andany tariffs we may be required to pay with respect to these productsmay have a material adverse result on our business and results ofoperations.

We may not be able to acquirecomplementary lawn and garden product manufacturers or brands. Inaddition, our acquisition strategy may negatively impact our operatingresults, divert management’s attention from operating our corebusiness and expose us to other risks.

Part of our growthstrategy includes pursuing acquisitions. We may not be able to findsuitable acquisition targets, make suitable acquisitions on favorableterms or obtain financing for such acquisitions. In addition, we maynot be able to successfully integrate future acquisitions. Futureacquisitions may result in significant integration costs, and we maynot realize the anticipated strategic benefits of any futureacquisitions. Acquisitions may involve a number of special risks,including, but not limited to:

|  |              |                                                                                                |
|--|--------------|------------------------------------------------------------------------------------------------|
|  | •  | adverseshort-term effects on our profitability and cash flows as a result ofintegration costs; |

|  |              |                                                                                  |
|--|--------------|----------------------------------------------------------------------------------|
|  | •  | diversion ofmanagement’s attention from the operation of our corebusiness; |

|  |              |                                                                                                  |
|--|--------------|--------------------------------------------------------------------------------------------------|
|  | •  | difficulties assimilating andintegrating the operations of the acquired company with our own;and |

|  |              |                                                                             |
|--|--------------|-----------------------------------------------------------------------------|
|  | •  | unanticipated liabilities orcontingencies relating to the acquired company. |

If we areunable to obtain raw materials for our products at favorable prices itcould adversely impact our operating performance.

Oursuppliers provide resin, wood (mainly ash and hickory) and steel.During fiscal 2005, we purchased approximately 14% of our totalraw materials from Liberty Steel. Other than Liberty Steel, no singlesupplier provides more than 10% of our raw materials orcomponents. We cannot assure you that we will not experience shortagesof raw materials or components for our products or be forced to seekalternative sources of supply. If temporary shortages due todisruptions in supply caused by weather, transportation, productiondelays or other factors require us to secure our raw materials fromsources other than our current suppliers, we may not be able to do soon terms as favorable as our current terms or at all. In addition,material increases in the cost of any of these items on anindustry-wide basis could have an adverse impact on our operatingperformance and cash flows if we are unable to pass on these increasedcosts to our customers, which could have a material adverse effect onour business and financial results. We currently do not engage inhedging or other financial risk management strategies with respect topotential price fluctuations in the cost of rawmaterials.

Our industry is highly competitive and we may notbe able to compete successfully.

All aspects of the lawnand garden industry, including attracting and retaining customers andpricing, are competitive. To compete effectively, we must, among otherthings, maintain our relationships with key retailers, continuallydevelop innovative new products that appeal to consumers and deliverproducts on a reliable basis at competitive prices. We cannot assureyou that we will be able to maintain existing competitive advantages wehave in our market. We compete for customers with various consumerproduct manufacturers and numerous other companies that produce homeand garden tools and accessories, including foreign manufacturers thatexport their products to the United States.

Our current orpotential competitors may offer products at a lower price or productsand services that are superior to ours. In addition, our competitorsmay be more effective and efficient in 

9

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integrating new technologies. Furthermore,as a result of business combinations or acquisitions, some of ourcompetitors could become more formidable and may have substantiallymore resources at their disposal than us. Any of these factors maycause price reductions, reduced gross margins, decreased sales andreduced ability to attract and retain customers.

Changingconsumer preferences and discretionary spending patterns could have anadverse effect on our business.

Purchases of our productsare discretionary for consumers and, therefore, we are susceptible toeconomic slowdowns. Consumers generally are more willing to makediscretionary purchases during periods in which favorable economicconditions prevail. Slowdowns in the United States economy mayadversely affect consumer confidence and spending habits, which couldadversely affect our sales. The performance of the economy is affectedby numerous economic, political and other factors that are beyond ourcontrol.

A failure to successfully introduce new productscould result in a reduction in sales and floor space at retailers thatcarry our products.

We believe that our future success willdepend, in part, upon our ability to develop, market and produce newproducts, as well as to continue to improve existing products. We maynot continue to be successful in the timely introduction and marketingof new products or innovations to our existing products. If we fail tosuccessfully introduce, market and manufacture new products or productinnovations and differentiate our products from those of ourcompetitors, our ability to maintain or enhance our industry positioncould be adversely affected, which in turn could materially adverselyaffect our business, financial condition or results ofoperations.

Our business and financial operations may beadversely affected if our licensing agreement with The Stanley Worksfor the name Stanley were terminated or not renewed on acceptableterms.

We license from The Stanley Works the name Stanleyfor certain products. This license agreement renews automatically forsuccessive one-year periods unless either party gives one year noticeof termination. Currently, the agreement expires on December 31, 2007.We use the Stanley brand exclusively for sales of garden tools andwheelbarrows to Wal-Mart. As a result, our failure to renew the licenseagreement on acceptable terms could have a material adverse effect onour sales to Wal-Mart and, as a result, on our business and financialresults.

The products that we manufacture could expose us toproduct liability claims.

Our business exposes us topotential product liability risks, which are inherent in themanufacture and distribution of certain of our products. From time totime, various suits and claims have been brought against us assertinginjury sustained while using our products. Although we generally seekto insure against these risks, there can be no assurance that ourcoverage may be adequate and we may not be able to maintain insuranceon acceptable terms. A successful product liability claim in excess ofour insurance coverage could have a material adverse effect on us andcould prevent us from obtaining adequate product liability insurance inthe future on commercially reasonable terms or at all. Moreover, anyadverse publicity arising from claims made against us could adverselyaffect the reputation and sales of ourproducts.

Unseasonable weather could have a negative impacton our business and financial results.

Demand for lawn andgarden products is influenced by weather, particularly weekend weatherduring the peak gardening season. As a result, our business, financialresults, cash flow and our ability to service our debt could beadversely affected by certain weather patterns such as unseasonablycool or warm temperatures, hurricanes, water shortages or floods. Inaddition, lack of snow or lower than average snowfall during the winterseason may result in reduced sales of certain of our products, such assnow shovels and other snow tools.

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Our lawn and garden sales are highlyseasonal which could impact our cash flow and operatingresults.

Because our lawn and garden products are usedprimarily in the spring and summer, our business is highly seasonal. Infiscal 2005, 62% of our sales occurred during our second andthird fiscal quarters. A majority of our operating income and cash flowis generated in this period. Our working capital needs and ourborrowings generally peak near the end of our second fiscal quarterbecause we are generating lower sales while incurring expenses inpreparation for the spring selling season. If cash on hand andborrowings under our senior credit facility are ever insufficient tomeet our seasonal needs or if cash flow generated during the spring andsummer is insufficient to repay our borrowings on a timely basis, thisseasonality could have a material adverse effect on our business,results of operations, financial condition, cash flow and our abilityto service our indebtedness.

Environmental health and safetylaws, ordinances and regulations impose risks and costs onus.

Our operations are subject to federal, state, local andforeign laws, ordinances and regulations governing the protection ofthe environment and health and safety matters, including, but notlimited to, those regulating discharges into the air and water, theuse, handling and disposal of hazardous or toxic substances, themanagement of wastes, the cleanup of contamination and the control ofnoise and odors. We have made, and will continue to make, expendituresto comply with these requirements. While we believe, based upon currentinformation, that we are in substantial compliance with all applicableenvironmental laws, ordinances and regulations, we cannot assure you ofthis, and we could be subject to potentially significant fines orpenalties for any failure to comply. Moreover, under certainenvironmental laws, a current or previous owner or operator of realproperty, and parties that generate or transport hazardous substancesthat are disposed of at real property, may be held liable for the costto investigate or clean up such real property and for related damagesto natural resources. We may be subject to liability, includingliability for investigation and cleanup costs, resulting fromhistorical or ongoing operations if contamination is discovered at oneof our current or former facilities, or at a landfill or other locationwhere we have disposed of, or arranged for the disposal of, wastes.There are currently eight sites where we are engaged in siteinvestigation or active remediation, which arise out of historicalfacility operations prior to our operations or ownership. We areentitled to indemnification by the former owners for 100% ofcosts for remediation efforts arising out of certain environmentalconditions that were known at the time of closing and 80% ofcosts for remediation efforts for certain other known items. We alsoare entitled to indemnification for costs of remediation effortsarising out of certain environmental conditions that were unknown atthe time of closing subject to a sliding scale cost allocation scheme.We also carry environmental insurance. While we do not expect to incursignificant independent costs associated with these projects, there canbe no assurance that all such costs will be covered by indemnificationor insurance. In addition, we could be subject to claims broughtpursuant to applicable laws, ordinances and regulations for propertydamage or personal injury resulting from the environmental impacts ofour operations. Increasingly stringent environmental requirements, moreaggressive enforcement actions, the discovery of unknown conditions orthe bringing of future claims may cause our expenditures forenvironmental, health and safety matters to increase, and we may incurmaterial costs associated with such matters.

We depend onthe service of key individuals, the loss of any of which couldmaterially harm our business.

Our success will depend, inpart, on the efforts of our executive officers and other key employees.The loss of the services of any of our key employees could have amaterial adverse effect on us. We do not maintain key man lifeinsurance on our executive officers.

Unionized employeescould strike or participate in a work stoppage.

We employapproximately 1,700 people on a full-time basis, approximately30% of whom are covered by collective bargaining or similarlabor agreements. We currently are a party to five such agreements. Ifour unionized employees were to engage in a strike or other workstoppage, or if we are unable to negotiate acceptable extensions of ouragreements with labor unions resulting in a strike or other workstoppage by the affected workers, we could experience a significantdisruption of 

11

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operations and increased operating costs. Inaddition, any renegotiation or renewal of labor agreements could resultin higher wages or benefits paid to unionized employees, which couldincrease our operating costs and could have a material adverse effecton our profitability.

Item 1B.    UNRESOLVED STAFFCOMMENTS

Not applicable.

|              |            |
|--------------|------------|
| Item2.  | PROPERTIES |

We currently operate 10manufacturing facilities and 9 wood mills. At our manufacturingfacilities, we perform various value added processes for our products,including assembly, forging, forming, injection molding, painting,stamping, treating, turning and welding. Through our Chinese jointventure partners, we have access to four manufacturing facilities inChina. Our executive headquarters are located in Camp Hill,Pennsylvania.

In fiscal 2005, we paid an aggregate ofapproximately $6.7 million for rent on all our leased properties andour projected rent for fiscal 2006 is substantially the same. Ourleased facilities vary in term, generally lasting up to 16 years.Several of the leases also contain renewal provisions. We believe ourcurrent facilities are generally well maintained and provide adequateproduction and distribution capacity for future operations. We may,during peak seasons, enter into short-term leases to provide overflowstorage facilities. Additionally, we have several small satelliteoffices to support our sales force throughout theU.S.

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The following table sets forth certaininformation concerning our current operating facilities and those ofour joint venturepartners:

|                                |  |                          |           |              |  |         |  |                                 |  |  |  |  |  |  |
|--------------------------------|--|--------------------------|-----------|--------------|--|---------|--|---------------------------------|--|--|--|--|--|--|
| Location                       |  | ApproximateSquareFootage |           | Owned/Leased |  | Use     |
| **Manufacturing/Distribution** |  |                     |      |         |  |    |  |                            |
| Bernie,MO                      |  |                     | 170,000   |         |  | Owned   |  | Manufacturing                   |
| Byesville,OH                   |  |                     | 46,000    |         |  | Owned   |  | Manufacturing                   |
| CampHill, PA                   |  |                     | 380,000   |         |  | Leased  |  | Manufacturing,Executive Offices |
| Carlisle,PA                    |  |                     | 1,217,000 |         |  | Leased  |  | Manufacturing,Distribution      |
| Cork,Ireland                   |  |                     | 83,000    |         |  | Owned   |  | Manufacturing,Distribution      |
| Falls City,NE                  |  |                     | 82,000    |         |  | Owned   |  | Manufacturing                   |
| Harrisburg,PA                  |  |                     | 264,000   |         |  | Owned   |  | Manufacturing                   |
| Lewistown,PA                   |  |                     | 124,400   |         |  | Leased  |  | Manufacturing                   |
| Reno,NV                        |  |                     | 231,000   |         |  | Leased  |  | Manufacturing,Distribution      |
| St. Francois,Quebec            |  |                     | 353,000   |         |  | Owned   |  | Manufacturing,Distribution      |
| **WoodMills**                  |  |                     |      |         |  |    |  |                            |
| Campaign,TN                    |  |                     | 10,000    |         |  | Owned   |  | WoodProcessing                  |
| Dexter City,OH                 |  |                     | 12,600    |         |  | Owned   |  | WoodProcessing                  |
| Palmyra,ME                     |  |                     | 15,000    |         |  | Owned   |  | WoodProcessing                  |
| Pine Valley,NY                 |  |                     | 15,750    |         |  | Owned   |  | WoodProcessing                  |
| Princeton,KY                   |  |                     | 10,000    |         |  | Owned   |  | WoodProcessing                  |
| Unadilla,NY                    |  |                     | 13,000    |         |  | Owned   |  | WoodProcessing                  |
| Union City,PA                  |  |                     | 70,000    |         |  | Owned   |  | WoodProcessing                  |
| Wallingford,VT                 |  |                     | 93,000    |         |  | Owned   |  | WoodProcessing                  |
| Woodstock, NewBrunswick        |  |                     | 7,800     |         |  | Owned   |  | WoodProcessing                  |
| **JointVentures**              |  |                     |      |         |  |    |  |                            |
| Chengde,China                  |  |                     | 120,000   |         |  | — |  | Manufacturing,Distribution      |
| Dalian,China                   |  |                     | 86,000    |         |  | — |  | Manufacturing,Distribution      |
| Fuzhou,China                   |  |                     | 180,000   |         |  | — |  | Manufacturing,Distribution      |
| Dalian,China                   |  |                     | 184,000   |         |  | — |  | Manufacturing,Distribution      |
|                                |

Item 3.    LEGALPROCEEDINGS

On August 3, 2004, Jacuzzi Brands filed a complaintin the Court of Common Pleas of Cumberland County, Pennsylvania againstus, our parent and several Castle Harlan and Wind Point entities. Thecomplaint alleges that, in connection with the acquisition of ourparent by affiliates of Castle Harlan, we failed to provide notice toJacuzzi Brands and to obtain its consent to such acquisition, asallegedly required by the provisions of a leasehold mortgage granted toJacuzzi Brands on our distribution center in Carlisle, Pennsylvania.The complaint asserts causes of action against us for breach ofcontract, civil conspiracy and common law fraud. In the complaint,Jacuzzi Brands seeks an unspecified amount of damages, that a letter ofcredit be posted to secure our remaining rental obligations under thelease for the distribution center and other injunctive relief. Upon thefiling of the complaint, Jacuzzi Brands moved for a preliminaryinjunction, which, following a hearing, the court denied by order datedAugust 23, 2004. We, our parent and the Castle Harlan defendants havesince answered the complaint, and the Wind Point defendants filedpreliminary objections seeking to dismiss the claims asserted againstthem. By order dated December 9, 2004, the court denied WindPoint's preliminary objections to the complaint. On January 6,2005, Jacuzzi Brands served interrogatories and document demands uponall the defendants. In February 2005, the defendants responded to theseinterrogatories and document demands. We believe that the complaint iswithout merit and intend to continue to contest the actionvigorously.

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From approximately 1993 through 1999, wemanufactured and sold 647,000 wheelbarrows with poly wheel hubs.Various claims were submitted, and lawsuits filed, to recover forinjuries sustained while inflating tires on these wheelbarrows. In2002, we participated in a voluntary ‘‘fasttrack’’ recall of these wheelbarrows with the ConsumerProduct Safety Commission. We again voluntarily recalled thesewheelbarrows in June 2004 in cooperation with the Consumer ProductSafety Commission. However, less than 1% of the total productssold were returned, leaving an unknown number in service. To date, wehave responded to 30 claims involving this product, 25 of which havebeen resolved. We are not currently named as a defendant in anyremaining wheelbarrow claims. Although we believe that we havesufficient insurance coverage in place to cover these claims, asuccessful claim may exceed the limits of our coverage. SeeItem 1, ‘‘Business—Risk Factors—Theproducts that we manufacture could expose us to product liabilityclaims.’’

We are involved in various claims andlegal actions that arise in the ordinary course of business. We do notbelieve that the ultimate resolution of any of these actions will havea material adverse effect on our consolidated financial position,results of operations, liquidity or capital resources.

|              |                                                    |
|--------------|----------------------------------------------------|
| Item4.  | SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS |

None.

PART II

|              |                                                                                                                      |
|--------------|----------------------------------------------------------------------------------------------------------------------|
| Item5.  | MARKET FOR THE REGISTRANT’S COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES |

There is no established public trading market for ourcommon stock. All of our 1,000 outstanding shares of common stock areheld by our parent. We have not declared a dividend on our commonstock. We are generally restricted from paying dividends by certain ofour credit facility covenants and the indentures pursuant to which the10% senior subordinated notes due 2012, which are referred to inthis Form 10-K as the ‘‘senior subordinatednotes,’’ and the senior floating rate notes due 2012,referred to as ‘‘senior floating ratenotes’’, were issued. However, we may pay dividends inthe future if we are permitted to do so under our debtcovenants.

14

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|              |                         |
|--------------|-------------------------|
| Item6.  | SELECTED FINANCIAL DATA |

The selectedconsolidated financial data below should be read in conjunction withItem 7, ‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operations’’ and Item8, ‘‘Financial Statements and SupplementaryData’’ and the related notes included in this Form10-K.

The following table sets forth selected consolidatedfinancial data of our parent. Our parent was incorporated on December20, 2001 for the purpose of acquiring certain assets and liabilities ofPredecessor Company II from USI on January 14, 2002. Our parent, underPredecessor Company I, did not have any operations prior to January 14,2002. Selected consolidated financial data for the periods prior toJanuary 14, 2002 are derived from the combined financialstatements of Predecessor Company II. Separate financial informationfor Ames True Temper, Inc. is not presented since our parent has nooperations or assets separate from its investment in Ames True Temper,Inc. and since the senior subordinated notes and the senior floatingrate notes are guaranteed by our parent.

The selectedconsolidated financial data presented below for the fiscal year endedSeptember 29, 2001 and for the period ended January 13, 2002 have beenderived from Predecessor Company II’s audited combined financialstatements for the fiscal year ended September 29, 2001 and PredecessorCompany II’s audited combined financial statements for theperiod ended January 13, 2002 that are not included in this Form 10-K.The selected consolidated financial data presented below for the periodended September 28, 2002 (which is not included in this Form 10-K), thefiscal year ended September 27, 2003 and the period ended June 27, 2004of our parent, under Predecessor Company I have been derived from ourparent’s audited consolidated financial statements, while undercontrol of Predecessor Company I. The selected consolidated financialdata presented below for the period ended September 25, 2004 and fiscalyear ended October 1, 2005 have been derived from our parent’saudited consolidated financial statements. Our parent’shistorical results included below and elsewhere in this Form 10-K arenot necessarily indicative of our parent’s futureperformance.

15

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|                                            |  |                       |          |                       |  |              |         |                 |  |             |          |              |  |                 |         |         |  |        |         |         |  |        |          |         |  |        |          |         |  |  |
|--------------------------------------------|--|-----------------------|----------|-----------------------|--|--------------|---------|-----------------|--|-------------|----------|--------------|--|-----------------|---------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                       |  | PredecessorCompany II |          | Predecessor Company I |  |         |         |            |
|                                       |  | FiscalYearEnded       |          | PeriodEnded           |  | PeriodEnded  |         | FiscalYearEnded |  | PeriodEnded |          | PeriodEnded  |  | FiscalYearEnded |
|                                       |  | September29,          |          | January 13,           |  | September28, |         | September 27,   |  | June27,     |          | September25, |  | October1,       |
|                                       |  | 2001                  |          | 2002                  |  | 2002         |         | 2003            |  | 2004        |          | 2004         |  | 2005            |
|                                       |  | (amountsin thousands) |
| **Income StatementData:**                  |  |                  |     |                  |  |         |    |            |  |        |     |         |  |            |    |    |  |   |    |    |  |   |     |    |  |   |     |    |
| Netsales                                   |  | $                     | 377,500  |                  |  | $            | 75,600  |            |  | $           | 279,354  |         |  | $               | 407,426 |    |  | $      | 355,443 |    |  | $      | 83,044   |    |  | $      | 450,604  |    |
| Costof goodssold                           |  |                  | 290,400  |                  |  |         | 58,200  |            |  |        | 223,414  |         |  |            | 294,487 |    |  |   | 256,248 |    |  |   | 73,009   |    |  |   | 344,544  |    |
| Grossprofit                                |  |                  | 87,100   |                  |  |         | 17,400  |            |  |        | 55,940   |         |  |            | 112,939 |    |  |   | 99,195  |    |  |   | 10,035   |    |  |   | 106,060  |    |
| Selling,general and administrativeexpenses |  |                  | 75,300   |                  |  |         | 19,100  |            |  |        | 46,462   |         |  |            | 72,262  |    |  |   | 54,022  |    |  |   | 16,565   |    |  |   | 77,319   |    |
| Amortizationof intangibleassets            |  |                  | —  |                  |  |         | — |            |  |        | —  |         |  |            | 3,508   |    |  |   | 3,303   |    |  |   | 477      |    |  |   | 1,754    |    |
| Otheroperating expenses(income)            |  |                  | 119,000  |                  |  |         | — |            |  |        | —  |         |  |            | 797     |    |  |   | 799     |    |  |   | (12      | )  |  |   | 122,701  |    |
| Operating(loss)income                      |  |                  | (107,200 | )                |  |         | (1,700  | )          |  |        | 9,478    |         |  |            | 36,372  |    |  |   | 41,071  |    |  |   | (6,995   | )  |  |   | (95,714  | )  |
| Interestexpense                            |  |                  | 8,200    |                  |  |         | 2,300   |            |  |        | 7,000    |         |  |            | 10,377  |    |  |   | 7,563   |    |  |   | 5,899    |    |  |   | 32,527   |    |
| Otherexpense(income)                       |  |                  | 800      |                  |  |         | (2,400  | )          |  |        | (131     | )       |  |            | (1,065  | )  |  |   | 199     |    |  |   | (36      | )  |  |   | (86      | )  |
| (Loss)income before incometaxes            |  |                  | (116,200 | )                |  |         | (1,600  | )          |  |        | 2,609    |         |  |            | 27,060  |    |  |   | 33,309  |    |  |   | (12,858  | )  |  |   | (128,155 | )  |
| Incometaxes expense(benefit)               |  |                  | 8,500    |                  |  |         | 1,200   |            |  |        | 1,050    |         |  |            | 10,495  |    |  |   | 13,928  |    |  |   | (5,038   | )  |  |   | (2,955   | )  |
| Net(loss)income                            |  | $                     | (124,700 | )                |  | $            | (2,800  | )          |  | $           | 1,559    |         |  | $               | 16,565  |    |  | $      | 19,381  |    |  | $      | (7,820   | )  |  | $      | (125,200 | )  |
| **OtherData:**                             |  |                  |     |                  |  |         |    |            |  |        |     |         |  |            |    |    |  |   |    |    |  |   |     |    |  |   |     |    |
| Cashflows provided by (used in):           |  |                  |     |                  |  |         |    |            |  |        |     |         |  |            |    |    |  |   |    |    |  |   |     |    |  |   |     |    |
| Operatingactivities                        |  | $                     | 1,700    |                  |  | $            | 2,100   |            |  | $           | 70,935   |         |  | $               | 7,205   |    |  | $      | (14,290 | )  |  | $      | 20,842   |    |  | $      | 30,391   |    |
| Investingactivities                        |  |                  | (16,100  | )                |  |         | (2,000  | )          |  |        | (169,859 | )       |  |            | (44,561 | )  |  |   | 640     |    |  |   | (307,991 | )  |  |   | (11,410  | )  |
| Financingactivities                        |  |                  | 19,100   |                  |  |         | 500     |            |  |        | 131,548  |         |  |            | 5,705   |    |  |   | 12,649  |    |  |   | 288,030  |    |  |   | 861      |    |
| Depreciationandamortization                |  |                  | 14,500   |                  |  |         | 900     |            |  |        | 3,000    |         |  |            | 10,993  |    |  |   | 9,256   |    |  |   | 3,103    |    |  |   | 12,031   |    |
| Capitalexpenditures                        |  |                  | 16,100   |                  |  |         | 2,000   |            |  |        | 4,647    |         |  |            | 7,053   |    |  |   | 4,219   |    |  |   | 1,624    |    |  |   | 11,600   |    |
| Ratioof earnings to fixed charges(1)       |  |                  | —  |                  |  |         | — |            |  |        | —  |         |  |            | 1.6x    |    |  |   | 2.1x    |    |  |   | —  |    |  |   | —  |    |
|                                       |  |                  |     |                  |  |         |    |            |  |        |     |         |  |            |    |    |  |   |    |    |  |   |     |    |  |   |     |    |
| **BalanceSheet Data (at end of period):**  |  |                  |     |                  |  |         |    |            |  |        |     |         |  |            |    |    |  |   |    |    |  |   |     |    |  |   |     |    |
| Cash and cashequivalents                   |  | $                     | 3,200    |                  |  | $            | 3,200   |            |  | $           | 32,593   |         |  | $               | 1,688   |    |  | $      | 903     |    |  | $      | 1,250    |    |  | $      | 21,394   |    |
| Workingcapital(2)                          |  |                  | 124,400  |                  |  |         | 119,800 |            |  |        | 63,327   |         |  |            | 92,718  |    |  |   | 133,612 |    |  |   | 107,593  |    |  |   | 92,055   |    |
| Totalassets                                |  |                  | 284,800  |                  |  |         | 286,100 |            |  |        | 191,154  |         |  |            | 228,081 |    |  |   | 279,911 |    |  |   | 483,237  |    |  |   | 378,593  |    |
| Totaldebt                                  |  |                  | 123,700  |                  |  |         | 126,300 |            |  |        | 74,894   |         |  |            | 78,488  |    |  |   | 91,343  |    |  |   | 296,300  |    |  |   | 301,948  |    |
| Shareholders’equity(deficit)         |  |                  | 86,400   |                  |  |         | 80,800  |            |  |        | 62,202   |         |  |            | 84,173  |    |  |   | 103,718 |    |  |   | 91,389   |    |  |   | (36,898  | )  |
|                                            |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Forpurposes of computing the ratio of earnings to fixed charges, earningsconsist of net income before taxes plus fixed charges. Fixed chargesconsist of interest (expensed and capitalized) on all indebtedness,plus preferred stock dividends and a proportion of rental expensesdeemed to be representative of the interest factor. The earnings weredeficient to meet fixed charges by $116.2 million, $1.6 million, $4.2million, $15.5 million and $136.2 million in fiscal 2001, the periodsended January 13, 2002, September 28, 2002, September 25, 2004 andfiscal 2005, respectively. See Item 7 ‘‘ManagementDiscussion and Analysis of Financial Condition and Results ofOperations’’ for a discussion of the purchase accountingitems and commodity costs that caused a deficiency for the period endedSeptember 25, 2004. |

|     |                                                                                                                                                                                  |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Working capitalis defined as current assets, excluding cash and cash equivalents, lesscurrent liabilities, excluding short-term borrowings and currentportion of long-term debt. |

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|              |                                                                                            |
|--------------|--------------------------------------------------------------------------------------------|
| Item7.  | MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS |

The followingdiscussion relates to the consolidated financial performance andresults of operations of our parent, ATT Holding Co. A separatediscussion for Ames True Temper, Inc. is not presented since our parenthas no operations or assets separate from its investment in Ames TrueTemper, Inc. and since the senior subordinated notes and seniorfloating rate notes are guaranteed by our parent. The followingdiscussion includes forward-looking statements that involve certainrisks and uncertainties. See ‘‘Forward-LookingStatements.’’

Overview

Ames True Temper isa leading North American manufacturer and marketer of non-powered lawnand garden tools and accessories. We offer the following 11 distinctproduct lines with over 4,100 active SKUs: long handle tools,wheelbarrows, decorative accessories, garden hoses, hose reels, lawncarts, pots and planters, pruning tools, repair handles, snow tools andstriking tools. We sell our products primarily in the U.S. and Canadathrough (1) retail centers, including home centers and massmerchandisers, (2) wholesale chains, including hardware stores andgarden centers, and (3) industrial distributors.

Predecessorand Successor Periods

Financial statements for periodsprior to June 27, 2004 are referred to as the financial statements ofPredecessor Company I. Financial statements for periods subsequent toJune 28, 2004 are referred to as the financial statements of theCompany. For comparison purposes, we have presented the financialinformation and results of operations for fiscal 2004 on a combinedbasis, consisting of the Predecessor Company I’s auditedfinancial results of operations for the period from September 28, 2003through June 27, 2004 and the Company’s audited financialresults of operations for the period from June 28, 2004 throughSeptember 25, 2004. We have determined that this presentation is moremeaningful than disclosing these periods separately, as the combinedamounts represent a 52-week period that is comparable to our otherfiscal years presented.

The purchase price of Predecessor CompanyI from Wind Point Partners included a write-up to the fair market valueof inventory acquired, which resulted in an increase in cost of goodssold of $10.1 million, or 2.3% of sales, during fiscal 2004.That amount represents the manufacturing profits acquired.Additionally, the purchase price allocated to the fair value oftradenames and other finite lived assets was approximately $69.7million and $13.1 million, respectively. Additionally, a $34.9 millionwrite-up was recorded to adjust fixed assets to fairvalue.

Restructuring

Following the acquisitionof Predecessor Company II by certain members of management and WindPoint Partners, our new management embarked on a restructuring planthat resulted in the closure of a corporate office, consolidation ofcertain under-utilized manufacturing facilities and the increase in thesourcing of certain products and components from overseassuppliers.

In connection with the acquisition of PredecessorCompany I, the Company reevaluated the restructuring reservespreviously set up by Predecessor Company I. These restructuringreserves were originally established to reduce total workforce andclose certain facilities. The Company, as of the date of acquisition ofPredecessor Company I, began to assess and formulate an exit andrestructuring plan that includes additional reductions of workforce,facility closures and changes in business strategies. This updated exitand restructuring plan is intended to increase operating efficiencies.At June 28, 2004 the Company recorded a liability of $4.8 millionrelated to the reductions of workforce and facility closures and $4.8million related to changes in business strategies for a product line.These plans also resulted in a $6.8 million decrease to the beginningbalance of the pension asset for the period ended September 25, 2004.Adjustments were made to these reserves as the cost estimates wererefined and finalized. During fiscal 2005, the Company revised andrefined these restructuring reserves, as additional information wasavailable. At October 1, 2005, the restructuring reserve was $6.8million. The Company expects to complete these plans in the next one tothree years.

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Business UnitAcquisitions

During fiscal 2003, we acquired three separatebusinesses: Dynamic Design, Greenlife and Outdoor Inspirations. DynamicDesign and Outdoor Inspirations added new product lines to ourportfolio, adding pots and planters and garden hoses, respectively. Theacquisition of Greenlife added significant access to low costmanufacturing facilities in China through three separate joint venturesin which Greenlife was a partner. This acquisition has helped us toincrease our sourcing of product from 2% in fiscal 2001 to over40% in fiscal 2005, based on net sales.

AccountingTreatment for Joint Ventures

In August 2003, we purchasedGreenlife, which had investments in three cooperative joint ventures inChina with certain exclusive marketing rights to sell, outside ofChina, products manufactured by the three separate joint ventures. Wepurchased shares of 25%, 30%, and 35% in the threejoint ventures. During fiscal 2005, we purchased a 25% interestin a fourth joint venture in Dalian, China. We do not share in eitherthe profit or the loss of any of the joint ventures. We have minorityrepresentation on the board of directors of each of the joint ventures.Therefore, the investment is treated under the cost method in ourfinancial statements. See Item 1, ‘‘Business—JointVentures.’’

Seasonality

Ourrevenue stream is seasonal. In fiscal 2005, 62% of net saleswere recorded in the second and third quarter. Weather plays a part inthe amount and timing of our sales. For example, during the winterseason, lack of snow or lower than average snowfall may result inreduced sales of certain of our products, such as snow shovels andother tools. During the spring and summer season, unseasonably cool orwarm temperatures, water shortages or floods may reduce, or impact thetiming of, sales.

Acquisition by Castle Harlan

On June 1,2004, our parent and its equity holders entered into a stock purchaseagreement with CHATT Holdings Inc., referred to as the‘‘buyer,’’ and its parent, CHATT HoldingsLLC, referred to as the ‘‘buyer parent.’’The buyer and buyer parent were newly formed entities established byCastle Harlan Partners IV, L.P., or CHP IV. Pursuant to the stockpurchase agreement, the buyer acquired, on June 28, 2004, all of theoutstanding equity interests of our parent for a purchase price of$380.0 million plus transaction costs of $6.3 million and workingcapital adjustments of $27.8 million. Upon completion of theacquisition, approximately 87% of the equity interests of thebuyer parent was owned by CHP IV and its affiliates, and the remainderwas issued to members of our management who previously held capitalstock in our parent, in lieu of cash consideration that they otherwisewould have been entitled to receive in the acquisition. In addition, ina few cases, certain members of management that did not currently holdequity in our parent purchased an equity interest in the buyer parentfor cash. In order to finance the acquisition, repay our outstandingdebt and pay related fees andexpenses:

|              |                                                                                                                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | we entered into a $215.0million senior credit facility consisting of a $75.0 million revolvingcredit facility and a $140.0 million term loan, as described in‘‘—Debt and OtherObligations;’’ |

|              |                                                              |
|--------------|--------------------------------------------------------------|
| •  | weissued $150.0 million of 10% senior subordinated notes;and |

|              |                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------|
| •  | the buyer parent received a$110.5 million equity capital contribution from CHP IV and itsaffiliates and management. |

The foregoing transactions, includingthe acquisition, are collectively referred to in this Form 10-K as the‘‘transactions.’’

ClosingPurchase Price and Adjustments

The purchase price for theacquisition was $380.0 million in cash (excluding fees and expenses of$6.3 million), subject to the working capital and other adjustmentsdescribed below. Approximately 

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$92.8 million of the consideration wasallocated to the repayment or assumption of all of our and ourparent’s outstanding debt and accrued interest at the time ofthe acquisition with the remainder allocated to the purchase of theequity interests of our parent.

The purchase price payable by thebuyer for the equity of our parent was subject to the followingadjustments:

|              |                                                                                               |
|--------------|-----------------------------------------------------------------------------------------------|
| •  | an upward adjustmentbased on our parent’s consolidated cash-on-hand as of June 28,2004; |

|              |                                                                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | an upward or downwardadjustment based on the estimated amount by which our parent’sconsolidated working capital as of June 28, 2004 deviated from $100.5million; |

|              |                                                                                                                                                                                                                                                  |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | a downward adjustment ofapproximately $14.0 million, reflecting the estimated value of ourmanagement’s equity investment discussed more fully below in‘‘ —Rollover of Equity; Management EquityInvestment.’’ |

In accordance with the stock purchaseagreement, ten business days prior to the anticipated closing of theacquisition, the sellers provided the buyer with an estimate of theworking capital adjustment that would be made to the purchase price onJune 28, 2004. Based on that estimate, an additional $19.3 million wasadded to the purchase price. A final purchase price adjustment paymentof approximately $7.3 million, reflecting the buyer’s review ofthe actual deviation of our parent’s consolidated workingcapital as of June 28, 2004 from $100.5 million, was made by buyer toWind Point Investors V, L.P., as representative of the sellers, inSeptember 2004. A portion of this adjustment was funded throughadditional borrowings under the revolving portion of our senior creditfacility. Two additional amounts totalling approximately $1.2million have been, or are expected to be, paid in fiscal 2006 relatingto certain tax benefits that were required to be remitted to theseller.

Rollover of Equity; Management EquityInvestment

In connection with the acquisition,approximately 13% of the equity interests in the buyer parent,was issued to members of our management who previously held capitalstock in our parent, in lieu of cash consideration that they otherwisewould have been entitled to receive in the acquisition and, in a fewcases, certain members of management that did not currently hold equityin our parent purchased an equity interest in buyer parent forcash.

The transaction was accounted for as a purchase inaccordance with SFAS 141, Business Combinations, and EITF Issue88-16, Basis in Leveraged Buyout Transactions. As such, theacquired assets and assumed liabilities have been recorded at fairmarket value for the interests acquired and preliminary estimates ofassumed liabilities by new investors and at the carryover basis forcontinuing investors. The acquired assets and assumed liabilities wereassigned new book values in the same proportion as the residualinterests of the continuing investors and the new interests acquired bythe new investors. Under EITF 88-16, our assets and liabilities wererevalued at the merger date to the fair value to the extent of themajority stockholder’s 87% controlling interest. Theremaining 13% is accounted for at the continuingstockholders’ carryover basis. The excess of the purchase priceover the historical basis of the net assets acquired has been appliedto adjust net assets to their fair values to the extent of the majoritystockholder’s 87% ownership.

See Item 12,‘‘Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters’’ and Item 13,‘‘Certain Relationships and RelatedTransactions’’ for additional information concerningequity ownership and transactions involvingmanagement.

Stock Purchase Agreement

The stockpurchase agreement contains customary representations and warranties,covenants and indemnities by and for the benefit of the buyer, thebuyer parent, the sellers, our parent and us.

The sellers’indemnification obligations, which are several and not joint, forbreaches of representations and warranties generally survive until 60days following the earlier of (1) thebuyer’s

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receipt of the audited financial statementsof our parent and its subsidiaries for fiscal 2005 and (2) February 28,2006, except for representations and warranties relating to certaintitle matters which survive indefinitely, certain employee benefits,tax and third party indemnification matters which survive for 60 daysbeyond the applicable statute of limitations and certain environmentalmatters which survive for three years following the closing of theacquisition. The sellers’ obligations to indemnify the buyer andthe buyer’s obligation to indemnify the sellers are nottriggered, subject to certain exceptions, until the other sufferslosses in the aggregate of more than $2.0 million, but only to theextent that such losses exceed $0.5 million. The buyer’s and thesellers’ aggregate indemnification obligations are generallycapped at $30.0 million in the aggregate, respectively, subject tocertain exceptions. The sellers have authorized Wind Point Partners V,L.P., Predecessor Company I’s majority equity holder, to act ontheir behalf on substantially all indemnification and other mattersarising under the stock purchase agreement.

On June 28, 2004, thebuyer deposited $7.0 million of the closing purchase price with a thirdparty escrow agent to secure the sellers’ indemnificationobligations and certain other contingent payment obligations of thesellers under the stock purchase agreement. The escrow agreementexpires and the funds remaining in escrow, if any, will be distributedto the sellers on February 28, 2006, except that if any dispute betweenthe buyer and the sellers’ representative, acting asrepresentative for all sellers, exists on that date as to any claim ofthe buyer to any escrowed funds, the amount in dispute will continue tobe held in escrow until the dispute is resolved either by agreement ofthe buyer and sellers’ representative or by a final,non-appealable order of a court of competent jurisdiction.

Thestock purchase agreement also provides that the buyer is entitled toindemnification from the sellers, without regard to any threshold, capor time limitation, for any losses incurred by the buyer or itsaffiliates in connection with certain pre-acquisition liabilitiesincluding (1) the sale by us of our Davisville, West Virginia warehouseand distribution facility; (2) an action brought against us by a formeremployee involving personal injury and other tort-based claims forwhich the availability of insurance has been disputed by our insurancecarrier; (3) environmental liabilities resulting from conditions whichfirst occurred during the ownership of our parent and its subsidiariesby the sellers; and (4) certain tax liabilities relating to any taxableperiod ending on or prior to the closing of the acquisition for which atax return was not due on or prior to the closing of theacquisition.

The stock purchase agreement also provides that thebuyer is entitled to indemnification from the sellers, without regardto any threshold, cap or time limitation, for any losses incurred byour parent or its subsidiaries in seeking to enforce theindemnification obligations of third parties under certain contractsrelating to pre-acquisition transactions or as a result ofpre-acquisition acts or omissions by the sellers, our parent or us orwhich prejudice or have prejudiced the rights of our parent or us undersuch contracts.

Under the stock purchase agreement, the buyer hasagreed to remit to the sellers any amounts actually received by thebuyer, our parent or us after the closing of the acquisition (lessrelated fees, costs, taxes and expenses) with respect to:

(1) ourpending breach of contract action against Connecticut General LifeInsurance Company seeking damages in the amount of approximately $0.9million;

(2) amounts claimed to be owed to us by customsauthorities for the 2003 calendar year and the portion of the 2004calendar year during which we were owned by the sellers pursuant toanti-dumping legislation commonly known as the ‘‘ByrdAmendment’’ that have not been paid to us; and

(3)approximately $0.3 million in deferred purchase price we expect toreceive in connection with our prior sale of certain realproperty.

The sellers have agreed to indemnify the buyer, ourparent and us, without regard to any threshold, cap or time limitation,for any losses incurred in connection with these matters, including thecosts of prosecuting the pursuit of thesematters.

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Results of Operations

Thefollowing table presents the major components of our statement ofoperations together with each component’s percentage of netsales for fiscal 2003, fiscal 2004 and fiscal2005:

|                                             |  |                                    |         |                                           |  |                                  |       |         |  |        |         |        |  |        |       |         |  |        |         |         |  |        |       |         |  |  |
|---------------------------------------------|--|------------------------------------|---------|-------------------------------------------|--|----------------------------------|-------|---------|--|--------|---------|--------|--|--------|-------|---------|--|--------|---------|---------|--|--------|-------|---------|--|--|
|                                        |  | FiscalYear EndedSeptember 27, 2003 |         | Combined 52 WeeksEnded September 25, 2004 |  | Fiscal Year EndedOctober 1, 2005 |
|                                        |  | (52weeks)                          |         | (unaudited)                               |  | (53weeks)                        |
|                                        |  | (dollars inmillions)               |
| Netsales                                    |  | $                                  | 407.4   |                                      |  |                             | 100.0 | %  |  | $      | 438.5   |   |  |   | 100.0 | %  |  | $      | 450.6   |    |  |   | 100.0 | %  |
| Costof goodssold                            |  |                               | 294.5   |                                      |  |                             | 72.3  | %  |  |   | 329.3   |   |  |   | 75.1  | %  |  |   | 344.5   |    |  |   | 76.5  | %  |
| Grossprofit                                 |  |                               | 112.9   |                                      |  |                             | 27.7  | %  |  |   | 109.2   |   |  |   | 24.9  | %  |  |   | 106.1   |    |  |   | 23.5  | %  |
| Selling,general, and administrativeexpenses |  |                               | 72.3    |                                      |  |                             | 17.7  | %  |  |   | 70.5    |   |  |   | 16.1  | %  |  |   | 77.3    |    |  |   | 17.1  | %  |
| Specialcharges                              |  |                               | 0.8     |                                      |  |                             | 0.2   | %  |  |   | 0.8     |   |  |   | 0.2   | %  |  |   | — |    |  |   | 0.0   | %  |
| Amortizationof intangibleassets             |  |                               | 3.5     |                                      |  |                             | 0.9   | %  |  |   | 3.8     |   |  |   | 0.9   | %  |  |   | 1.8     |    |  |   | 0.4   | %  |
| Impairmentcharges                           |  |                               | — |                                      |  |                             | 0.0   | %  |  |   | — |   |  |   | 0.0   | %  |  |   | 122.7   |    |  |   | 27.2  | %  |
| Operatingincome                             |  |                               | 36.3    |                                      |  |                             | 8.9   | %  |  |   | 34.1    |   |  |   | 7.7   | %  |  |   | (95.7   | )  |  |   | -21.2 | %  |
| Interestexpense                             |  |                               | 10.4    |                                      |  |                             | 2.6   | %  |  |   | 13.4    |   |  |   | 3.1   | %  |  |   | 32.5    |    |  |   | 7.2   | %  |
| Other(income)expense                        |  |                               | (1.1    | )                                    |  |                             | -0.3  | %  |  |   | 0.2     |   |  |   | 0.0   | %  |  |   | (0.1    | )  |  |   | 0.0   | %  |
| Incomebeforetaxes                           |  |                               | 27.0    |                                      |  |                             | 6.6   | %  |  |   | 20.5    |   |  |   | 4.6   | %  |  |   | (128.1  | )  |  |   | -28.4 | %  |
| Incometaxexpense                            |  |                               | 10.5    |                                      |  |                             | 2.6   | %  |  |   | 8.9     |   |  |   | 2.0   | %  |  |   | (2.9    | )  |  |   | -0.6  | %  |
| Netincome(loss)                             |  | $                                  | 16.5    |                                      |  |                             | 4.0   | %  |  | $      | 11.6    |   |  |   | 2.6   | %  |  |   | (125.2  | )  |  |   | -27.8 | %  |
|                                             |

Fiscal2005 (53 Weeks) Compared to Combined Fiscal 2004 (52Weeks)

Net Sales. Net sales for thefifty-three week period ended October 1, 2005 increased $12.1 million,or 2.8%, to $450.6 million compared to $438.5 million for thefifty-two weeks ended September 25, 2004. Overall net sales increasedprimarily from an additional week of sales and increases in salesprices, partially offset by a sales volume decline in the thirteenweeks ended December 25, 2004. The sales volume decline was driven by adecrease in snow tool sales as a result of less snowfall as compared tothe prior year period.

Gross Profit. Gross profitfor the fifty-three weeks ended October 1, 2005 decreased $3.1 millionto $106.1 million from $109.2 million for the fifty-two weeks endedSeptember 25, 2004. This decrease was primarily due to the increase incommodity costs, primarily steel and resin, partially offset by theabsence of the $10.1 million non-cash charge to inventory due topurchase accounting in fiscal 2004. Gross profit as a percentage of netsales decreased to 23.5% from 24.9% during thisperiod.

Selling, General and Administrative(‘‘SG&A’’)Expenses. SG&A expenses for the fifty-three weeks endedOctober 1, 2005 increased $6.8 million to $77.3 million from $70.5million for the fifty-two weeks ended September 25, 2004. The increaserelates primarily to an additional week of expenses, an increase indistribution expenses as a result of the expansion of our largestdistribution center, increased depreciation expenses as a result of thewrite-up to fair value of assets from the sale of our company toaffiliates of Castle Harlan and increased compensation expense andprofessional service fees attributable to public reportingrequirements, partially offset by cost savings initiatives.Additionally, during fiscal 2004 we recorded a gain of $4.8 million onthe sale of our idle distribution center in Davisville, WV and one ofour manufacturing facilities in Parkersburg, WV.

Amortizationof Intangible Assets. During the fifty-three weeks endedOctober 1, 2005, we recorded $1.8 million in amortization expense, ascompared to $3.8 million during the fifty-two weeks ended September 25,2004. This decrease was due to the acquisition by affiliates of CastleHarlan, which reflects a change in valuation and lives of the finiteassets acquired, as required.

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Impairment charges. Duringfiscal 2005, the company recorded an impairment of goodwill for $119.8million related to the annual impairment analysis and an impairment of$2.9 million related to the write-down to fair market value of fixedassets resulting from a plant closure.

InterestExpense. Interest expense for fifty-three weeks endedOctober 1, 2005 increased $19.1 million to $32.5 million from $13.4million during the fifty-two weeks ended September 25, 2004. Theincrease was a result of increased debt in connection with theacquisition by affiliates of Castle Harlan and the write off of $4.1million of deferred financing fees as a result of the repayment of theTerm Loan B under the senior credit facility in connection with theissuance of the senior floating rate notes.

Income Tax(Benefit) Expense. Income tax benefit for the fifty-threeweeks ended October 1, 2005 was $2.9 million, or approximately2.3% of loss before taxes. Income tax expense for the fifty-twoweeks ended September 25, 2004 was $8.9 million, or approximately43.4% of income before taxes. During fiscal 2005, we incurredgoodwill impairment charges that were not deductible for tax purposes,which resulted in a significantly lower tax benefit. Without thisgoodwill impairment charge, the current year tax benefit would havebeen approximately 35%. Additionally, during the fifty-two weeksended September 25, 2004, we incurred additional tax expense of $1.4million due to a limitation of foreign tax credits related to ourCanadian subsidiary, which resulted in a higher effective taxrate.

Combined Fiscal 2004 Compared to Fiscal2003

Net Sales. Net sales for fiscal 2004increased $31.1 million to $438.5 million, or 7.6%, from $407.4million for fiscal 2003. Of this increase, $13.3 million resulted fromtwo of our largest customers awarding us additional product placementof snow tools in two regions. In addition, net sales in fiscal 2004increased due to additional long handle tool sales to new customers andincreased long handle tools, wheelbarrows and hose reel units sold toour existing customers, acquisitions consummated in the second half offiscal 2003 and stronger than normal snow season sales.

GrossProfit. Gross profit for fiscal 2004 decreased $3.7 millionto $109.2 million, or 3.3%, from $112.9 million for fiscal 2003.This decrease was primarily due to the $10.1 million write up ofinventory to fair value, required by U.S. generally accepted accountingprinciples (‘‘GAAP’’), as a result of thesale of ATT Holding Co., partially offset by the sales volume increasesnoted above. Gross profit as a percentage of net sales decreased to24.9% from 27.7% during this period primarily due to thisnon-cash inventory charge, approximately $1.4 million of one-timeincremental costs due to the delayed expansion of our largestdistribution facility, and increased steel and resin commodity costs,partially offset by new product introductions and changes in productmix.

Selling, General and Administrative(‘‘SG&A’’)Expenses. SG&A expenses for fiscal 2004 decreased $1.8million to $70.5 million from $72.3 million for fiscal 2003. Thisdecrease was due to the $4.8 million gain on sale of our idledistribution center in Davisville, WV and one of our manufacturingfacilities in Parkersburg, WV, partially offset by increased costsassociated with our sales volume increases. SG&A as a percentage ofnet sales decreased to 16.1% from 17.7% during fiscal2004 due mainly to the gain on sale of facilities and distributionsynergies stemming from the Dynamic Design and Greenlife acquisitionsand freight savings in distribution due to the consolidation ofplastics facilities, partially offset by higher management fees underour agreement with Castle Harlan (See Item 13, ‘‘CertainRelationships and RelatedTransactions’’).

Special Charges. Specialcharges of $0.8 million for fiscal 2004 reflects non-capitalizabletransaction costs incurred in connection with our acquisition byaffiliates of Castle Harlan. Special charges of $0.8 million for fiscal2003 were the result of an insurance company’s refusal toprovide stop loss coverage relating to a significant medicalclaim.

Amortization of Intangible Assets. Duringfiscal 2004, we recorded $3.8 million in amortization expense, whichincluded all three acquisitions of Predecessor Company I for the fullyear, compared to $3.5 million in fiscal 2003, which only included theacquisitions for a portion of the year. The increase was due to ourincrease in finite life intangible assets as a result of theacquisitions under Predecessor 

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Company I, partially offset by loweramortization under ownership of affiliates of Castle Harlan as a resultof changes to the valuation and the lives of the finite life assetsacquired, as required.

Interest Expense. Interest expensefor fiscal 2004 increased $3.0 million to $13.4 million from $10.4million for fiscal 2003. The increase was a result of increased debt inconnection with the acquisition of Predecessor Company I on June 28,2004 and increased borrowings under our previous revolving loanfacility partially offset by decreased long-term debt prior to June 28,2004 as compared to fiscal 2003.

Other Expense (Income ).Other expense was $0.2 million during fiscal 2004 compared to otherincome of $1.1 million during fiscal 2003. The change was due primarilyto a gain on foreign currency exchange in fiscal 2003.

IncomeTax Expense. Income tax expense for fiscal 2004 was $8.9million, or 43.4% of income before taxes, as compared to $10.5million, or 38.9% of income before taxes, during fiscal 2003.During fiscal 2004, we incurred additional tax expenses of $1.4 milliondue to a limitation on foreign tax credits related to our Canadiansubsidiary, which resulted in a higher effective tax rate.

Net Income. Net income for fiscal 2004 decreased $4.9million, or 29.7%, to $11.6 million from $16.5 million forfiscal 2003. This decrease resulted primarily from an decrease in grossprofit as a result of the inventory write-up, increased amortizationexpense and increased interest expense, partially offset by decreasedSG&A and income tax expenses.

Liquidity and CapitalResources

Our principal liquidity requirements are to serviceour debt and meet our working capital and capital expenditure needs.Subject to our performance, which, if adversely affected, couldadversely affect the availability of funds, we expect to be able tomeet our liquidity requirements for the foreseeable future through cashprovided by operations and through borrowings available under oursenior credit facility. We cannot assure you, however, that this willbe the case.

Cash Flows

Cash provided fromoperating activities for fiscal 2005 was $30.4 million, compared to$6.6 million for fiscal 2004. The increase in cash provided fromoperating activities was primarily due to decreased working capitallevels, including a reduction of inventory and accounts receivablebalances, coupled with an increase in accounts payable. Cash used ininvesting activities of $11.4 million and $307.4 million for fiscal2005 and 2004, respectively, was due to the purchase of fixed assetsand the acquisitions of businesses, partially offset by proceeds fromthe sale of fixed assets. During fiscal 2005, we increased our capitalspending as we commenced production at a new manufacturing facility inCentral Pennsylvania. During fiscal 2004, our parent was acquired byaffiliates of Castle Harlan. Additionally, during fiscal 2004 wereceived $5.1 million in proceeds for the sale of our idle distributioncenter in Davisville, WV and one of our manufacturing facilities inParkersburg, WV. Cash provided by financing activities was $0.9 millionand $300.7 million for fiscal 2005 and 2004, respectively. Theseproceeds were due primarily to debt borrowings and capitalcontributions, offset by repayments of long-term debt and debt issuancecosts. During fiscal 2005, we repaid term loan B under our seniorcredit facility by issuing senior floating rate notes . During fiscal2004, in connection with the sale of our parent, we received capitalcontributions and entered into the senior credit facility and issuedthe senior subordinated notes, which were used to repay our existingdebt and fund the acquisition noted above.

Cash provided fromoperating activities for fiscal 2004 was $6.6 million, compared to$7.2 million for fiscal 2003. The decrease in cash provided fromoperating activities was primarily due to increased inventory levels,partially offset by increased sales to customers, with subsequent cashcollections. Cash used in investing activities of $307.4 million and$44.6 million for fiscal 2004 and 2003, respectively, was due to thepurchase of fixed assets and the acquisitions of businesses, partiallyoffset by proceeds from the sale of fixed assets. During fiscal 2004,our parent was acquired by affiliates of Castle Harlan, while in fiscal2003 we made three acquisitions. Additionally, during fiscal 2004 we

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received $5.1 million in proceeds for thesale of our idle distribution center in Davisville, WV and one of ourmanufacturing facilities in Parkersburg, WV. Cash provided by financingactivities was $300.7 million and $5.7 million for fiscal 2004 and2003, respectively. These proceeds were due primarily to debtborrowings and capital contributions, offset by repayments of long-termdebt and debt issuance costs. During fiscal 2004, in connection withthe sale of our parent, we received capital contributions and enteredinto the senior credit facility and issued the senior subordinatednotes, which were used to repay our existing debt and fund theacquisition noted above.

Debt and OtherObligations

Senior Credit Facility

On June28, 2004, we entered into a $215.0 million senior credit facility withvarious banks, financial institutions and other lenders. The seniorcredit facility consisted of a $140.0 million term loan B facility,which would have matured on June 28, 2011, and a $75.0 millionrevolving credit facility, which matures on June 28, 2010. On January14, 2005, simultaneously with the completion of the offering of thesenior floating rate notes referred to below, we repaid the term loanin full and entered into Amendment No.1 to the terms of the seniorcredit facility. On December 1, 2005, we entered into Amendment No. 2to the terms of the senior credit facility.

The revolving creditfacility includes a $15.0 subfacility for letters of credit and a $15.0million subfacility for swing line loans. The senior credit facility isguaranteed by our parent and each of our existing and future direct andindirect subsidiaries, other than any subsidiary that is a‘‘controlled foreign corporation’’ underSection 957 of the Internal Revenue Code. We and each of the guarantorsgranted to the senior lenders a first priority (subject to certaincustomary exceptions) security interest in and liens on all of ourrespective present and future property and assets to secure all of theobligations under the senior credit facility, and any interest rateswap or similar agreements with a senior lender under the senior creditfacility.

The interest rates applicable to the senior creditfacility (other than in respect of swing line loans) are the EurodollarRate plus the Applicable Rate, or at our option, the Alternate BaseRate plus the Applicable Rate. The ‘‘Alternate BaseRate’’ means the higher of (i) the floating rate ofinterest announced from time to time by Bank of America N.A as its‘‘prime rate’’ or (ii) the Federal Fundsrate plus 50 basis points per annum. The ‘‘EurodollarRate’’ means the rate per annum equal to the ratedetermined by the administrative agent to be the offered rate thatappears on the Telerate Screen that displays an average British BankersAssociation Interest Settlement Rate for deposits in dollars. Withrespect to the revolving credit facility (including swing line loans),the ‘‘Applicable Rate’’ means (i) untilDecember 28, 2004, 3.00% per annum, in the case of EurodollarRate loans, and 2.00% per annum, in the case of Alternate BaseRate advances, and (ii) thereafter, a percentage per annum to bedetermined in accordance with a pricing grid based on the LeverageRatio (as defined below).

Certain customary fees are payable tothe lenders and the agents under the senior credit facility, asamended, including without limitation, a commitment for our revolvingcredit facility and letter of credit fees. The senior credit facilitycontains various affirmative and negative covenants customary forsimilar credit facilities (subject to customary exceptions and certainexisting obligations and liabilities), including, but not limited to,restrictions on: liens, loans, acquisitions, mergers, sales, transfers,dividends, distributions, changes in the nature of our business andtransactions with affiliates.

The senior credit facility, underAmendment No. 1 dated January 14, 2005, requires that the Company meetcertain financial covenant tests, including without limitation: themaintenance of a minimum Consolidated EBITDA of $41.0 million and themaintenance of a minimum fixed charge coverage ratio (defined as EBITDAless capital expenditures to cash taxes plus cashinterest expense plus scheduled principal payments andprepayments plus dividends and distributions on equity) of1.00:1.00. Amendment No. 2, dated December 1, 2005 temporarily reducesthe minimum Consolidated EBITDA requirement for the four quartersending December 31, 2005 and April 1, 2006 to $36.0 million and $38.0million, respectively. Commencing with our third quarter ending July 1,2006, the minimum Consolidated EBITDA will resume at the $41.0 millionlevel. This amendment also provides for certain exclusions of capitalexpenditures and expenses for covenant compliance purposes.

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Pursuant to Amendment No. 1, availabilityunder the senior credit facility is restricted to the lesser of $75.0million and the borrowing base amount, which is equal to (a) 85%of the amount of eligible receivables, plus (b) the lower of (i)55% of the cost or fair market value of eligible inventory and(ii) if an inventory appraisal has been performed, 80% of theorderly liquidation value of our inventory, plus (c) a percentage ofeligible equipment or real property determined by Bank of America,N.A., as administrative agent, and not objected to by the requiredlenders.

As of October 1, 2005, we were in compliance with allof our financial covenants under the senior credit facility. The seniorcredit facility contains customary events of default (subject tocustomary exceptions, thresholds and grace periods), including, withoutlimitation: nonpayment of principal, interest, fees and failure toperform or observe certain covenants.

Senior SubordinatedNotes

On June 28, 2004, we completed a private offering of$150.0 million in aggregate principal amount at maturity of 10%senior subordinated notes due July 15, 2012. The notes are fully andunconditionally guaranteed by our parent, ATT Holding Co., on a seniorsubordinated basis. On August 10, 2004, we filed a registrationstatement with respect to new notes having substantially identicalterms as the original notes, as part of an offer to exchange registerednotes for the privately issued original notes. The new notes evidencethe same debt as the original notes, are entitled to the benefits ofthe indenture governing the original notes and are treated under theindenture as a single class with the original notes. The exchange offerwas completed on November 24, 2004.

The senior subordinatednotes are unsecured senior subordinated obligations and rank behind allof our existing and future senior debt, including borrowings under thesenior credit facility, equally with any of our future seniorsubordinated debt, ahead of any of our future debt that expresslyprovides for subordination to the senior subordinated notes andeffectively behind all of the existing and future liabilities of oursubsidiaries, including trade payables.

We pay interest on thesenior subordinated notes semi-annually in cash, in arrears, onJanuary 15 and July 15 at an annual rate of 10.0%. Theindenture governing the senior subordinate notes contains variousaffirmative and negative covenants, subject to a number of importantlimitations and exceptions, including, but not limited to, thoselimiting our ability and the ability of our restricted subsidiaries,to: borrow money, guarantee debt or sell preferred stock, create liens,pay dividends on or redeem or repurchase stock, make certaininvestments, sell stock in our restricted subsidiaries, restrictdividends or other payments from restricted subsidiaries, enter intotransactions with affiliates and sell assets or merge with othercompanies.

The indenture governing the senior subordinated notescontains various events of default, including, but not limited to,those related to non-payment of principal, interest or fees; violationsof certain covenants; certain bankruptcy-related events; invalidity ofliens; non-payment of certain legal judgments; and cross defaults withcertain other indebtedness. We can redeem the senior subordinated noteson or after July 15, 2008, except we may redeem up to 35% of thesenior subordinated notes prior to July 15, 2007 with the proceeds ofone or more public equity offerings. We are required to redeem thesenior subordinated notes under certain circumstances involving changesof control.

Senior Floating Rate Notes

On January14, 2005, we completed a private offering of $150.0 million principalamount at maturity of our Senior Floating Rate Notes due January 15,2012, which were issued at a 0.5% discount. Net proceeds for theoffering were used to repay our term loan B in full, repay a portion ofour revolving credit facility and pay related fees and expenses. Thesenior floating rate notes are fully and unconditionally guaranteed byour parent on a senior unsecured basis. On March 25, 2005, we filed aregistration statement with respect to new notes having substantiallyidentical terms as the original notes, as part of an offer to exchangeregistered notes for the privately issued original senior floating ratenotes. The new notes evidence the same debt as the original seniorfloating rate notes, are entitled to the benefits of the indenturegoverning the original senior floating rate notes and are treated underthe indenture as a single class with the original notes. The exchangeoffer was completed on May 23, 2005.

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The senior floating rate notes areunsecured, unsubordinated obligations and are effectively subordinatedto all of our existing and future secured debt, to the extent of theassets securing such debt, including borrowings under the senior creditfacility, pari passu with all future senior unsecuredindebtedness, senior in right of payment to all existing and futuresenior subordinated debt, including our senior subordinated notes , andeffectively behind all of the existing and future liabilities of oursubsidiaries, including trade payables.

We pay interest on thesenior floating rate notes quarterly in cash, in arrears, on January15, April 15, July 15 and October 15 at a rate per annum, resetquarterly, equal to LIBOR plus 4.0%. The indenture governing thesenior floating rate notes contains various affirmative and negativecovenants, subject to a number of important limitations and exceptions,including but not limited to those limiting our ability and the abilityof our restricted subsidiaries to borrow money, guarantee debt or sellpreferred stock, create liens, pay dividends on or redeem or repurchasestock, make specified types of investments, sell stock in ourrestricted subsidiaries, restrict dividends or other payments fromrestricted subsidiaries, enter into transactions with affiliates andsell assets or merge with other companies.

The indenturegoverning the senior floating rate notes contains various events ofdefault, including, but not limited to, those related to non-payment ofprincipal, interest or fees; failure to perform or observe certaincovenants; inaccuracy of representations and warranties in any materialrespect, cross defaults with certain other indebtedness, certainbankruptcy related events, monetary judgment defaults and materialnon-monetary judgment defaults, ERISA defaults and change of control.We can redeem the senior floating rate notes, in whole or in part, atany time on or after January 15, 2007. In addition, we may redeem up to35% of the senior floating rate notes prior to January 15, 2007with the net proceeds of one or more public equity offerings. We arerequired to redeem the senior floating rate notes under certaincircumstances involving changes of control.

OtherDebt

On July 19, 2005, we entered into a $2.7 million TermNote, Loan and Security Agreement and Subordination Agreement with aLender. This note is payable on monthly installments over five years.The interest rate per annum is equal to 2.5% and secured bycertain collateral, which was agreed to by the Administrative Agent ofthe senior credit facility. Under the terms of this note, we arerequired to create 108 jobs at the new manufacturing facility inPennsylvania within three years of the completion of the facility. TheTerm Note contains customary events of default (subject to customaryexceptions, thresholds and grace periods), including, withoutlimitation, nonpayment of principal, interest, fees and failure toperform or observe certain covenants. As of October 1, 2005, we were incompliance with these covenants.

Interest RateSwaps

In connection with the offering of the senior floatingrate notes, on January 11, 2005, we entered into interest rate swaps(the ‘‘Swaps’’) with Bank of America, N.A.and Wachovia Bank, N.A to hedge variable interest rate debt. Pursuantto the Swap with Bank of America, N.A., which becomes effective onJanuary 17, 2006, we will swap 3 month LIBOR rates for fixed interestrates of 4.31% on a notional amount of $100 million for theperiod from January 17, 2006 through January 15, 2008, approximately$66.7 million for the period from January 15, 2008 to January 15, 2009and approximately $33.3 million for the period from January 15, 2009through January 15, 2010.

Pursuant to the Swap with WachoviaBank, N.A., effective January 15, 2006, we will swap 3 month LIBORrates for fixed interest rates of 4.29% for a notional amount of$50 million for the period from January 15, 2006 through January 15,2008, approximately $33.3 million for the period from January 15, 2008to January 15, 2009 and approximately $16.7 million for the period fromJanuary 15, 2009 through January 15, 2010.

The interest rateswaps are accounted for in accordance with Statement of FinancialAccounting Standards (‘‘SFAS’’) No. 133,Accounting for Derivative Instruments and Hedging Activities, as

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amended by SFAS No. 138, Accounting forCertain Derivative Instruments and Certain Hedging Activities andSFAS No. 149, Amendment of Statement 133 on Derivative Instrumentsand Hedging Activities (collectively, ‘‘SFAS133’’).  SFAS 133 establishes accounting andreporting standards for derivative instruments and hedging activities. SFAS 133 requires that all derivatives be recognized as eitherassets or liabilities at fair value.  As of October 1, 2005, theSwaps were recorded as an asset of $1.1 million. The Swaps areaccounted for as cash flow hedges; therefore, we have recorded changesin fair value as a component in accumulated other comprehensive incomeof $0.7 million, net of deferred tax expense of $0.4million.

Treasury Stock

Certain members ofmanagement own membership interests in CHATT Holdings LLC. CHATTHoldings LLC or CHAMES Holdings I LLC, a member of CHATT Holdings LLC,may, but are not required to, purchase all or a portion of these unitsfrom management within 180 days of their departure from the Company.The value of the membership interests repurchased is determined jointlyby the Board of Directors of CHATT Holdings LLC and a committeecomprised of our senior management. As of October 1, 2005, CHATTHoldings LLC held units of CHATT Holdings LLC purchased for $0.2million, which was recorded as our Treasury Stock for accountingpurposes, and had the option to repurchase the membership interests ofcertain former management employees.

Recent AccountingPronouncements

In November 2004, the FASB issued Statementof Financial Accounting Standards(‘‘SFAS’’) No. 151, Inventory Costs,an amendment of ARB No. 43 Chapter 4. This Statement amends theguidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarifythe accounting for abnormal amounts of idle facility expense, freight,handling costs, and wasted material (spoilage). This Statement requiresthat those items be recognized as current-period charges regardless ofwhether they meet the criterion of ‘‘soabnormal.’’ as defined in ARB No. 43. In addition, thisStatement requires that allocation of fixed production overheads to thecosts of conversion be based on the normal capacity of the productionfacilities. This statement is effective for inventory costs incurredbeginning in the Company's fiscal 2006. The Company is in theprocess of reviewing SFAS 151 and has not determined the effects on theconsolidated financial statements.

ContractualCommitments

The following table represents our contractualcommitments associated with our debt and other obligations as ofOctober 1,2005.

|                             |  |                       |         |                               |  |                              |         |                              |  |                              |         |                             |  |            |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |  |
|-----------------------------|--|-----------------------|---------|-------------------------------|--|------------------------------|---------|------------------------------|--|------------------------------|---------|-----------------------------|--|------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                        |  | Total                 |         | October2005 to September 2006 |  | October 2006toSeptember 2007 |         | October 2007toSeptember 2008 |  | October 2008toSeptember 2009 |         | October 2009toSeptember2010 |  | Thereafter |
|                        |  | (dollars inthousands) |
| **ContractualObligations**  |  |                  |    |                          |  |                         |    |                         |  |                         |    |                        |  |       |    |   |  |   |    |   |  |   |    |   |  |   |    |   |
| Revolvingcreditfacility     |  | $                     | — |                          |  | $                            | — |                         |  | $                            | — |                        |  | $          | — |   |  | $      | — |   |  | $      | — |   |  | $      | — |   |
| seniorfloating ratenotes    |  |                  | 150,000 |                          |  |                         | — |                         |  |                         | — |                        |  |       | — |   |  |   | — |   |  |   | — |   |  |   | 150,000 |   |
| seniorsubordinatednotes     |  |                  | 150,000 |                          |  |                         | — |                         |  |                         | — |                        |  |       | — |   |  |   | — |   |  |   | — |   |  |   | 150,000 |   |
| TermNote                    |  |                  | 2,618   |                          |  |                         | 515     |                         |  |                         | 483     |                        |  |       | 540     |   |  |   | 601     |   |  |   | 479     |   |  |   | — |   |
| Operatingleases             |  |                  | 99,655  |                          |  |                         | 8,049   |                         |  |                         | 8,105   |                        |  |       | 7,950   |   |  |   | 7,936   |   |  |   | 7,457   |   |  |   | 60,158  |   |
| Openpurchaseorders          |  |                  | 41,868  |                          |  |                         | 41,868  |                         |  |                         | — |                        |  |       | — |   |  |   | — |   |  |   | — |   |  |   | — |   |
| Otherpurchasecommitments    |  |                  | 7,879   |                          |  |                         | 4,335   |                         |  |                         | 1,772   |                        |  |       | 1,772   |   |  |   | — |   |  |   | — |   |  |   | — |   |
| Totalcontractualobligations |  | $                     | 450,989 |                          |  | $                            | 54,767  |                         |  | $                            | 10,360  |                        |  | $          | 10,262  |   |  | $      | 8,537   |   |  | $      | 7,936   |   |  | $      | 359,127 |   |
| **Commitments**             |  |                  |    |                          |  |                         |    |                         |  |                         |    |                        |  |       |    |   |  |   |    |   |  |   |    |   |  |   |    |   |
| Outstandingletters ofcredit |  | $                     | 1,410   |                          |  | $                            | 1,410   |                         |  | $                            | — |                        |  | $          | — |   |  | $      | — |   |  | $      | — |   |  | $      | — |   |
| Totalcommitments            |  | $                     | 1,410   |                          |  | $                            | 1,410   |                         |  | $                            | — |                        |  | $          | — |   |  | $      | — |   |  | $      | — |   |  | $      | — |   |
|                             |

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Off-Balance SheetArrangements

As of October 1, 2005 and September 25, 2004,we had no off-balance sheet arrangements.

Critical AccountingPolicies and Estimates

The preparation of our consolidatedfinancial statements in conformity with GAAP requires management tomake estimates and assumptions about future events that affect theamounts reported in the financial statements and accompanyingfootnotes. Future events and their effects cannot be determined withabsolute certainty. Therefore, the determination of estimates requiresthe exercise of judgment. Actual results could differ from thoseestimates, and such differences may be material to the financialstatements. The process of determining significant estimates is factspecific and takes into account factors such as historical experience,current and expected economic conditions, product mix and, in somecases, actuarial techniques. We evaluate these significant factors asfacts and circumstances dictate. Historically, actual results have notdiffered significantly from those determined using estimates. Thefollowing are the accounting policies that most frequently require usto make estimates and judgments and are critical to understanding ourfinancial condition, results of operation and cashflows.

Allowance for Doubtful Accounts

Accountsreceivable are reported net of an allowance for doubtful accounts. Theallowance is based on management’s estimate, using certainassumptions, of the amount of receivables that will actually becollected. This reserve is based on historical collection activityadjusted for current conditions. Accounts are considered past due basedon how payments are received compared to the customer’s creditterms. Accounts are written off when management determines the accountis uncollectible. If the financial condition of one of our significantcustomers were to deteriorate, resulting in an inability to makepayments, then an additional reserve would berequired.

Long-Lived Assets

Statement ofFinancial Accounting Standards (‘‘SFAS’’)No. 144, Accounting for the Impairment or Disposal of Long-LivedAssets, requires that companies consider whether indicators ofimpairment of long-lived assets held for use are present. If suchindicators are present, companies determine whether the sum of theestimated undiscounted future cash flows attributable to such assets isless than their carrying amount, and if so, companies recognize animpairment loss based on the excess of the carrying amount of theassets over their fair value. Accordingly, management will periodicallyevaluate the ongoing value of property andequipment.

Goodwill and Other IntangibleAssets

Effective January 14, 2002, we adopted SFAS No. 141,Business Combinations ̧ and SFAS No. 142, Goodwill andOther Intangible Assets. In addition to goodwill, we have tradenames that are deemed to have indefinite lives. Intangible assets withfinite lives are amortized over their useful lives. Under theprovisions of SFAS No. 142, intangible assets, including goodwill, thatare not subject to amortization will be tested for impairment annually,or more frequently if events or changes in circumstances indicate thatthe asset might be impaired, using a two-step impairment assessment,which requires management to make judgments in determining whatassumptions to use in the calculation. The first step of the goodwillimpairment test, used to identify potential impairment, compares thefair value of a reporting unit with its carrying amount, includinggoodwill. If the fair value of the reporting unit exceeds its carryingamount, goodwill of the reporting unit is considered not impaired, andthe second step of the impairment test is not necessary. If thecarrying amount of a reporting unit exceeds its fair value, the secondstep of the goodwill impairment test is performed to measure the amountof impairment loss, if any. We completed the annual impairment tests asof the end of the fourth quarter, which resulted in an impairmentcharge of $119.8 million.

We cannot predict the occurrence ofcertain future events that might adversely affect the reported value ofgoodwill and indefinite lived intangible assets, which totaled $111.9million and $226.3 million 

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at October 1, 2005 and September 25, 2004,respectively. Such events include, but are not limited to, strategicdecisions made in response to economic and competitive conditions, theimpact of the economic environment on our customer base, a materialnegative change in our relationships with significant customers; oreconomic conditions that may affect the assumptions used in thediscounted cash flow calculation.

Pensions

Wehave several defined benefit plans, under which participants earn aretirement benefit based upon a formula set forth in the plan. Werecord expense related to these plans using actuarially determinedamounts that are calculated under the provisions of SFAS No. 87,Employer’s Accounting for Pensions. Key assumptions usedin the actuarial valuations include the discount rate, the expectedrate of return on plan assets and rate of increase in futurecompensation levels. These rates are based on market interest rates,and therefore fluctuations in market interest rates could impact theamount of pension expense recorded for these plans.

Theaccumulated benefit obligation of the defined benefit plans is adiscounted amount calculated using the market interest rates describedabove. An increase in the market interest rates, assuming no otherchanges in the estimates, reduces the amount of the accumulated benefitobligation and the related required expense. A decrease in the marketinterest rates, assuming no other changes in the estimates, increasesthe amount of the accumulated benefit obligation and the relatedrequired expense.

Inventory Reserves

We reduceour inventory value for estimated obsolete and slow moving inventory inan amount equal to the difference between the cost of inventory and theestimated market value based upon assumptions about future demand andmarket conditions. If actual market conditions are less favorable thanthose projected by management, additional inventory write-downs may berequired.

Revenue Recognition

We recognizerevenues and freight billed to customers, net of provisions for cashdiscounts, returns, volume or trade customer discounts, co-opadvertising and other sales discounts, upon shipment to customers whenall substantial risks of ownership change. In accordance with EmergingIssues Task Force (‘‘EITF’’) No. 00-10,Accounting for Shipping and Handling Fees and Costs, we recordamounts billed to customers related to shipping and handling as revenueand all expenses related to shipping and handling as a cost of productssold or selling, general and administrative expense. See Footnote 2 tothe Consolidated Financial Statements.

IncomeTaxes

We account for income taxes in accordance with SFASNo. 109, Accounting for Income Taxes, which requires thatdeferred tax assets and liabilities be recognized using enacted taxrates for the effect of temporary differences between book and taxbases of recorded assets and liabilities. SFAS No. 109 also requiresthat deferred tax assets be reduced by a valuation allowance, if it ismore likely than not that some portion or all of the deferred taxassets will not be recognized.

We evaluate on a quarterly basisthe realizability of our deferred tax assets by assessing our valuationallowance and by adjusting the amount of such allowance, if necessary.The factors used to assess the likelihood of realization are ourforecast of future taxable income and available tax planning strategiesthat could be implemented to realize the net deferred tax assets.

Derivatives

Our cash flows and earnings are subjectto fluctuations resulting from changes in interest rates, foreigncurrency exchange rates and raw material costs. We manage the exposureto these market risks through internally established policies andprocedures and, when deemed appropriate, through 

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the use of derivative financial instruments.Our policy does not allow speculation in derivative instruments forprofit or execution of derivative instrument contracts for which thereare no underlying exposures. We do not use financial instruments fortrading purposes and are not a party to any leveraged derivatives.

We hold two interest rate swaps that are accounted for in accordancewith Statement of Financial Accounting Standard(‘‘SFAS’’) No. 133 Accounting forDerivative Instruments and Hedging Activities, as amended by SFASNo. 138, Accounting for Certain Derivative Instruments and CertainHedging Activities and SFAS No. 149, Amendment of Statement 133on Derivative Instruments and Hedging Activities (collectively,‘‘SFAS 133’’). SFAS 133 establishesaccounting and reporting standards for derivative instruments andhedging activities. SFAS 133 requires that all derivatives berecognized as either assets or liabilities at fair value. We havestructured all of our existing interest rate swap agreements to be100% effective. As a result, there is no current impact toearnings resulting from hedge ineffectiveness. The change in values ofthe interest rate swaps is reflected in the activity of othercomprehensive income, net of tax.

|               |                                                           |
|---------------|-----------------------------------------------------------|
| Item7A.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK |

Our cash flows and earnings are subject tofluctuations resulting from changes in interest rates, foreign currencyexchange rates and raw material costs.  We manage our exposureto these market risks through internally established policies andprocedures and, when deemed appropriate, through the use of derivativefinancial instruments. Our policy does not allow speculation inderivative instruments for profit or execution of derivative instrumentcontracts for which there are no underlying exposures.  We donot use financial instruments for trading purposes and are not a partyto any leveraged derivatives.  We monitor our underlying marketrisk exposures on an ongoing basis and believe that we can modify oradapt our hedging strategies as needed.

Our primary market riskis interest rate exposure with respect to our floating rate debt. Theinterest rate of the senior floating rate notes at October 1, 2005 was7.60%. In connection with the offering of the senior floatingrate notes, we entered into two interest rate swaps. These swapseffectively fix the interest rate of the Senior Floating Rate Notes atnotional amounts of $150.0 million for two years beginning January 15,2006, subsequently amortizing at a rate of $50.0 million per year untilthe maturity in 2010. See ‘‘Management’sDiscussion and Analysis of Financial Condition and Results ofOperations—Debt and Other Obligations—Senior Floating RateNotes’’ and ‘‘—Interest RateSwaps.’’ Until the interest rate swaps are effective, a1% change in interest rates would impact us by $1.5 million forone fiscal year.

We conduct foreign operations in Canada andIreland and utilize international suppliers and manufacturers. As aresult, we are subject to risk from changes in foreign exchange rates.These changes result in cumulative translation adjustments, which areincluded in accumulated other comprehensive income (loss). We do notconsider the potential loss resulting from a hypothetical 10%adverse change in quoted foreign currency exchange rates, as of October1, 2005, to be material.

We purchase certain raw materials suchas resin, steel, and wood that are subject to price volatility causedby unpredictable factors. Where possible, we employ fixed rate rawmaterial purchase contracts and customer price adjustments to help usto manage this risk. We do not currently use derivatives to manage therisk of raw material pricefluctuations.

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Item8.    FINANCIAL STATEMENTS

ATT HoldingCo.

Consolidated FinancialStatements

Contents

|                                                                                                                                                                                                                                                |  |    |  |  |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|----|--|--|--|--|
| Reportof Independent Registered Public AccountingFirm                                                                                                                                                                                          |  | 32 |
| Consolidated Balance Sheets as ofOctober 1, 2005 and September 25, 2004                                                                                                                                                                        |  | 33 |
| Consolidated Statements of Operationsfor the fiscal year ended October 1, 2005, the period ended September25, 2004, the period ended June 27, 2004 (Predecessor Company I)and the fiscal year ended September 27, 2003 (Predecessor Company I) |  | 34 |
| Consolidated Statements of Changes inStockholders’ (Deficit) Equity for the fiscal year ended October1, 2005 and the period ended September 25,2004                                                                                      |  | 35 |
| Consolidated Statements of Changesin Stockholders’ Equity for the period ended June 27, 2004(Predecessor Company I) and the fiscal year ended September 27, 2003(Predecessor Company I)                                                  |  | 36 |
| ConsolidatedStatements of Cash Flows for the fiscal year end October 1, 2005, theperiod ended September 25, 2004, the period ended June 27, 2004(Predecessor Company I) and the fiscal year ended September 27, 2003(Predecessor Company I)    |  | 37 |
| Notes toConsolidated FinancialStatements                                                                                                                                                                                                       |  | 39 |
|                                                                                                                                                                                                                                                |

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Report of IndependentRegistered Public Accounting Firm

Board ofDirectorsATT Holding Co.

We have audited theaccompanying consolidated balance sheets of ATT Holding Co. andsubsidiaries (the ‘‘Company’’) as ofOctober 1, 2005 and September 25, 2004 and the related consolidatedstatements of operations, changes in stockholders' (deficit)equity and cash flows for the fiscal year ended October 1, 2005, theperiod June 28, 2004 to September 25, 2004, the period September 28,2003 to June 27, 2004 (Predecessor Company I) and the fiscal year endedSeptember 27, 2003 (Predecessor Company I). Our audits also includedthe financial statement schedule listed in the index at Item 15(a).These financial statements and schedule are the responsibility of theCompany's management. Our responsibility is to express an opinionon these financial statements and schedule based on ouraudits.

We conducted our audits in accordance withauditing standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. We were not engaged toperform an audit of the Company’s internal control overfinancial reporting. Our audit included consideration of internalcontrol over financial reporting as a basis for designing auditprocedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on the effectiveness of theCompany’s internal control over financial reporting.Accordingly, we express no such opinion. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as wellas evaluating the overall financial statement presentation. We believethat our audits provide a reasonable basis for ouropinion.

In our opinion, the consolidated financialstatements referred to above present fairly, in all material respects,the consolidated financial position of ATT Holding Co. and subsidiariesat October 1, 2005 and September 25, 2004, and the consolidated resultsof their operations and their cash flows for the fiscal year endedOctober 1, 2005, the period ended September 25, 2004, the period endedJune 27, 2004 (Predecessor Company I) and the fiscal year endedSeptember 27, 2003 (Predecessor Company I), in conformity with U.S.generally accepted accounting principles. Also, in our opinion, thefinancial statement schedule, when considered in relation to the basicfinancial statements taken as a whole, presents fairly in all materialrespects the information set forth therein.

/s/Ernst & Young LLP

December 6,2005Philadelphia, Pennsylvania

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ATT HoldingCo.Consolidated Balance Sheets(In Thousands,Except Number ofShares)

|                                                                                                                                                                |  |                |          |                        |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--|----------------|----------|------------------------|--|--------|---------|---------|--|--|
|                                                                                                                                                           |  | October1, 2005 |          | September 25,2004 |
| **Assets**                                                                                                                                                     |  |           |     |                   |  |   |    |    |
| Currentassets:                                                                                                                                                 |  |           |     |                   |  |   |    |    |
| Cash and cashequivalents                                                                                                                                       |  | $              | 21,394   |                   |  | $      | 1,250   |    |
| Tradereceivables,net                                                                                                                                           |  |           | 49,677   |                   |  |   | 57,904  |    |
| Inventories                                                                                                                                                    |  |           | 91,146   |                   |  |   | 98,217  |    |
| Deferredincometaxes                                                                                                                                            |  |           | 6,265    |                   |  |   | 4,387   |    |
| Prepaidexpenses and other currentassets                                                                                                                        |  |           | 10,040   |                   |  |   | 6,289   |    |
| Totalcurrentassets                                                                                                                                             |  |           | 178,522  |                   |  |   | 168,047 |    |
| Property,plant and equipment,net                                                                                                                               |  |           | 61,907   |                   |  |   | 63,677  |    |
| Intangibles,net                                                                                                                                                |  |           | 81,129   |                   |  |   | 82,291  |    |
| Goodwill                                                                                                                                                       |  |           | 41,735   |                   |  |   | 156,563 |    |
| Othernoncurrentassets                                                                                                                                          |  |           | 15,300   |                   |  |   | 12,659  |    |
| Totalassets                                                                                                                                                    |  | $              | 378,593  |                   |  | $      | 483,237 |    |
| **Liabilitiesand stockholders’ (deficit)equity**                                                                                                         |  |           |     |                   |  |   |    |    |
| Currentliabilities:                                                                                                                                            |  |           |     |                   |  |   |    |    |
| Trade accountspayable                                                                                                                                          |  | $              | 34,697   |                   |  | $      | 28,926  |    |
| Accruedpayroll and relatedtaxes                                                                                                                                |  |           | 2,368    |                   |  |   | 3,593   |    |
| Accruedinterestpayable                                                                                                                                         |  |           | 5,832    |                   |  |   | 4,804   |    |
| Accruedexpenses and other currentliabilities                                                                                                                   |  |           | 22,176   |                   |  |   | 21,881  |    |
| Revolvingloan                                                                                                                                                  |  |           | —  |                   |  |   | 6,300   |    |
| Currentportion of long-termdebt                                                                                                                                |  |           | 515      |                   |  |   | 1,400   |    |
| Totalcurrentliabilities                                                                                                                                        |  |           | 65,588   |                   |  |   | 66,904  |    |
| Deferredincome taxes                                                                                                                                           |  |           | 23,865   |                   |  |   | 26,010  |    |
| Long-termdebt                                                                                                                                                  |  |           | 301,433  |                   |  |   | 288,600 |    |
| Accruedretirementbenefits                                                                                                                                      |  |           | 17,280   |                   |  |   | 2,876   |    |
| Otherliabilities                                                                                                                                               |  |           | 7,325    |                   |  |   | 7,458   |    |
| Totalliabilities                                                                                                                                               |  |           | 415,491  |                   |  |   | 391,848 |    |
| Stockholders’(deficit) equity:                                                                                                                           |  |           |     |                   |  |   |    |    |
| Preferredstock-Series A, $.0001 per share par value; 100,000 shares authorized;62,495 shares issued and outstanding as of October 1, 2005 andSeptember 25,2004 |  |           | —  |                   |  |   | — |    |
| Commonstock-Class A, $.0001 per share par value; 1,600,000 shares authorized;726,556 shares issued and outstanding as of October 1, 2005 andSeptember 25, 2004 |  |           | —  |                   |  |   | — |    |
| Commonstock-Class B, $.0001 per share par value; 300,000 shares authorized;267,448 shares issued and outstanding as of October 1, 2005 andSeptember 25, 2004   |  |           | —  |                   |  |   | — |    |
| Additionalpaid-incapital                                                                                                                                       |  |           | 110,500  |                   |  |   | 110,500 |    |
| Predecessorbasisadjustment                                                                                                                                     |  |           | (13,539  | )                 |  |   | (13,539 | )  |
| Retaineddeficit                                                                                                                                                |  |           | (133,020 | )                 |  |   | (7,820  | )  |
| Accumulatedother comprehensive (loss)income                                                                                                                    |  |           | (595     | )                 |  |   | 2,248   |    |
|                                                                                                                                                           |  |           | (36,654  | )                 |  |   | 91,389  |    |
| Treasurystock, atcost                                                                                                                                          |  |           | (244     | )                 |  |   | — |    |
| Totalstockholders’ (deficit)equity                                                                                                                       |  |           | (36,898  | )                 |  |   | 91,389  |    |
| Totalliabilities and stockholders’ (deficit)equity                                                                                                       |  | $              | 378,593  |                   |  | $      | 483,237 |    |
|                                                                                                                                                                |

Seeaccompanying notes.

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ATT HoldingCo.Consolidated Statements of Operations(Inthousands)

|                                             |  |                                   |          |                              |  |                           |         |                                 |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------|--|-----------------------------------|----------|------------------------------|--|---------------------------|---------|---------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                        |  |                              |          |                         |  | PredecessorCompany I |
|                                        |  | Fiscalyearended October 1,2005    |          |                         |  |                      |         | FiscalyearendedSeptember27,2003 |
|                                        |  | PeriodendedSeptember 25,2004 |          | PeriodendedJune 27,2004 |  |
|                                        |  | (53weeks)                         |          | (13weeks)                    |  | (39weeks)                 |         | (52weeks)                       |
| Netsales                                    |  | $                                 | 450,604  |                         |  | $                         | 83,044  |                            |  | $      | 355,443 |    |  | $      | 407,426 |    |
| Costof goodssold                            |  |                              | 344,544  |                         |  |                      | 73,009  |                            |  |   | 256,248 |    |  |   | 294,487 |    |
| Grossprofit                                 |  |                              | 106,060  |                         |  |                      | 10,035  |                            |  |   | 99,195  |    |  |   | 112,939 |    |
| Selling,general, and administrativeexpenses |  |                              | 77,319   |                         |  |                      | 16,560  |                            |  |   | 58,808  |    |  |   | 73,142  |    |
| Loss(gain) on disposal of fixedassets       |  |                              | 23       |                         |  |                      | (7      | )                          |  |   | (4,786  | )  |  |   | (880    | )  |
| Amortizationof intangibleassets             |  |                              | 1,754    |                         |  |                      | 477     |                            |  |   | 3,303   |    |  |   | 3,508   |    |
| Impairmentcharges                           |  |                              | 122,678  |                         |  |                      | — |                            |  |   | — |    |  |   | — |    |
| Specialcharges                              |  |                              | —  |                         |  |                      | — |                            |  |   | 799     |    |  |   | 797     |    |
| Operating(loss)income                       |  |                              | (95,714  | )                       |  |                      | (6,995  | )                          |  |   | 41,071  |    |  |   | 36,372  |    |
| Interestexpense                             |  |                              | 32,527   |                         |  |                      | 5,899   |                            |  |   | 7,563   |    |  |   | 10,377  |    |
| Other(income)expense                        |  |                              | (86      | )                       |  |                      | (36     | )                          |  |   | 199     |    |  |   | (1,065  | )  |
| (Loss)income beforetaxes                    |  |                              | (128,155 | )                       |  |                      | (12,858 | )                          |  |   | 33,309  |    |  |   | 27,060  |    |
| Incometax (benefit)expense                  |  |                              | (2,955   | )                       |  |                      | (5,038  | )                          |  |   | 13,928  |    |  |   | 10,495  |    |
| Net(loss) income                            |  | $                                 | (125,200 | )                       |  | $                         | (7,820  | )                          |  | $      | 19,381  |    |  | $      | 16,565  |    |
|                                             |

Seeaccompanying notes.

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ATTHolding Co.Consolidated Statements of Changes inStockholders’ Equity (Deficit)(In Thousands, ExceptNumber ofShares)

|                                                       |  |                         |         |                     |  |                     |         |                          |  |                            |         |                           |  |                                            |         |               |  |                                         |         |        |  |        |         |        |  |        |         |        |  |        |         |         |  |        |          |         |  |        |         |         |  |        |         |           |  |        |          |         |  |  |
|-------------------------------------------------------|--|-------------------------|---------|---------------------|--|---------------------|---------|--------------------------|--|----------------------------|---------|---------------------------|--|--------------------------------------------|---------|---------------|--|-----------------------------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|----------|---------|--|--------|---------|---------|--|--------|---------|-----------|--|--------|----------|---------|--|--|
|                                                  |  | SeriesA Preferred Stock |         | Class ACommon Stock |  | Class B CommonStock |         | AdditionalPaid-inCapital |  | PredecessorBasisAdjustment |         | RetainedEarnings(Deficit) |  | Accumulated OtherComprehensiveIncome(Loss) |         | TreasuryStock |  | TotalStockholders’Equity(Deficit) |
|                                                  |  | Shares                  |         | Amount              |  | Shares              |         | Amount                   |  | Shares                     |         | Amount                    |  |
| Balanceat June 27, 2004 (Predecessor CompanyI)   |  |                    | 62,495  |                |  | $                   | — |                     |  |                       | 726,556 |                      |  | $                                          | — |          |  |                                    | 267,448 |   |  | $      | — |   |  | $      | 63,544  |   |  | $      | — |    |  | $      | 37,501   |    |  | $      | 2,674   |    |  | $      |         | (1)  |  | $      | 103,718  |    |
| Acquisitionby CHATT HoldingsInc.                      |  |                    | — |                |  |                | — |                     |  |                       | — |                      |  |                                       | — |          |  |                                    | — |   |  |   | — |   |  |   | 46,956  |   |  |   | (13,539 | )  |  |   | (37,501  | )  |  |   | (2,674  | )  |  |   | 1       |      |  |   | (6,757   | )  |
| Netloss                                               |  |                    | — |                |  |                | — |                     |  |                       | — |                      |  |                                       | — |          |  |                                    | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | (7,820   | )  |  |   | — |    |  |   | — |      |  |   | (7,820   | )  |
| Othercomprehensiveincome:                             |  |                    |    |                |  |                |    |                     |  |                       |    |                      |  |                                       |    |          |  |                                    |    |   |  |   |    |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   |    |    |  |   |    |      |  |   |     |    |
| Foreigncurrency translation adjustment, net oftax     |  |                    | — |                |  |                | — |                     |  |                       | — |                      |  |                                       | — |          |  |                                    | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | —  |    |  |   | 2,248   |    |  |   | — |      |  |   | 2,248    |    |
| Comprehensiveincome                                   |  |                    |    |                |  |                |    |                     |  |                       |    |                      |  |                                       |    |          |  |                                    |    |   |  |   |    |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   |    |    |  |   |    |      |  |   | (5,572   | )  |
| Balanceat September 25,2004                      |  |                    | 62,495  |                |  | $                   | — |                     |  |                       | 726,556 |                      |  | $                                          | — |          |  |                                    | 267,448 |   |  | $      | — |   |  | $      | 110,500 |   |  | $      | (13,539 | )  |  | $      | (7,820   | )  |  | $      | 2,248   |    |  | $      | — |      |  | $      | 91,389   |    |
| Issuanceof treasurystock                              |  |                    | — |                |  |                | — |                     |  |                       | — |                      |  |                                       | — |          |  |                                    | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | —  |    |  |   | — |    |  |   | 396     |      |  |   | 396      |    |
| Purchaseof treasurystock                              |  |                    | — |                |  |                | — |                     |  |                       | — |                      |  |                                       | — |          |  |                                    | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | —  |    |  |   | — |    |  |   | (640    | )    |  |   | (640     | )  |
| Netloss                                               |  |                    | — |                |  |                | — |                     |  |                       | — |                      |  |                                       | — |          |  |                                    | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | (125,200 | )  |  |   | — |    |  |   | — |      |  |   | (125,200 | )  |
| Othercomprehensive (loss)income:                      |  |                    |    |                |  |                |    |                     |  |                       |    |                      |  |                                       |    |          |  |                                    |    |   |  |   |    |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   |    |    |  |   |    |      |  |   |     |    |
| Foreigncurrency translationadjustment                 |  |                    | — |                |  |                | — |                     |  |                       | — |                      |  |                                       | — |          |  |                                    | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | —  |    |  |   | 4,841   |    |  |   | — |      |  |   | 4,841    |    |
| Minimumpension liability, net oftax                   |  |                    | — |                |  |                | — |                     |  |                       | — |                      |  |                                       | — |          |  |                                    | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | —  |    |  |   | (8,371  | )  |  |   | — |      |  |   | (8,371   | )  |
| Changein fair value of interest rate swaps, net oftax |  |                    | — |                |  |                | — |                     |  |                       | — |                      |  |                                       | — |          |  |                                    | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | —  |    |  |   | 687     |    |  |   | — |      |  |   | 687      |    |
| Comprehensiveloss                                     |  |                    |    |                |  |                |    |                     |  |                       |    |                      |  |                                       |    |          |  |                                    |    |   |  |   |    |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   |    |    |  |   |    |      |  |   | (128,043 | )  |
| Balanceat October 1,2005                              |  |                    | 62,495  |                |  | $                   | — |                     |  |                       | 726,556 |                      |  | $                                          | — |          |  |                                    | 267,448 |   |  | $      | — |   |  | $      | 110,500 |   |  | $      | (13,539 | )  |  | $      | (133,020 | )  |  | $      | (595    | )  |  | $      | (244    | )    |  | $      | (36,898  | )  |
|                                                       |

Seeaccompanying notes.

35

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ATT HoldingCo.Consolidated Statements of Changes inStockholders’ Equity (PredecessorCompany I)(In Thousands, Except Number ofShares)

|                                                   |  |                        |         |                     |  |                     |         |                          |  |                  |         |                                     |  |               |         |                                |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |         |  |        |         |           |  |        |         |         |  |  |
|---------------------------------------------------|--|------------------------|---------|---------------------|--|---------------------|---------|--------------------------|--|------------------|---------|-------------------------------------|--|---------------|---------|--------------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|-----------|--|--------|---------|---------|--|--|
|                                              |  | SeriesA PreferredStock |         | Class A CommonStock |  | Class B CommonStock |         | AdditionalPaid-inCapital |  | RetainedEarnings |         | AccumulatedOtherComprehensiveIncome |  | TreasuryStock |         | TotalStockholders’Equity |
|                                              |  | Shares                 |         | Amount              |  | Shares              |         | Amount                   |  | Shares           |         | Amount                              |  |
| Balanceat September 28,2002                  |  |                   | 59,396  |                |  | $                   | — |                     |  |             | 692,052 |                                |  | $             | — |                           |  |   | 267,448 |   |  | $      | — |   |  | $      | 60,540  |   |  | $      | 1,555   |   |  | $      | 237     |    |  | $      | (130    | )    |  | $      | 62,202  |    |
| Issuanceof commonstock                            |  |                   | — |                |  |                | — |                     |  |             | 3,300   |                                |  |          | — |                           |  |   | — |   |  |   | — |   |  |   | 3       |   |  |   | — |   |  |   | — |    |  |   | — |      |  |   | 3       |    |
| Issuanceof preferredstock                         |  |                   | 3,000   |                |  |                | — |                     |  |             | — |                                |  |          | — |                           |  |   | — |   |  |   | — |   |  |   | 3,000   |   |  |   | — |   |  |   | — |    |  |   | — |      |  |   | 3,000   |    |
| Issuanceof treasurystock                          |  |                   | 99      |                |  |                | — |                     |  |             | 31,354  |                                |  |          | — |                           |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | 130     |      |  |   | 130     |    |
| Netincome                                         |  |                   | — |                |  |                | — |                     |  |             | — |                                |  |          | — |                           |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 16,565  |   |  |   | — |    |  |   | — |      |  |   | 16,565  |    |
| Othercomprehensiveincome:                         |  |                   |    |                |  |                |    |                     |  |             |    |                                |  |          |    |                           |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |    |  |   |    |      |  |   |    |    |
| Foreigncurrency translation adjustment, net oftax |  |                   | — |                |  |                | — |                     |  |             | — |                                |  |          | — |                           |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 2,176   |    |  |   | — |      |  |   | 2,176   |    |
| Minimumpension liability, net oftax               |  |                   | — |                |  |                | — |                     |  |             | — |                                |  |          | — |                           |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 97      |    |  |   | — |      |  |   | 97      |    |
| Comprehensiveincome                               |  |                   | — |                |  |                | — |                     |  |             | — |                                |  |          | — |                           |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | — |      |  |   | 18,838  |    |
| Balanceat September 27,2003                  |  |                   | 62,495  |                |  |                | — |                     |  |             | 726,706 |                                |  |          | — |                           |  |   | 267,448 |   |  |   | — |   |  |   | 63,543  |   |  |   | 18,120  |   |  |   | 2,510   |    |  |   | — |      |  |   | 84,173  |    |
| Issuanceof commonstock                            |  |                   | — |                |  |                | — |                     |  |             | 600     |                                |  |          | — |                           |  |   | — |   |  |   | — |   |  |   | 1       |   |  |   | — |   |  |   | — |    |  |   | — |      |  |   | 1       |    |
| Purchaseof treasurystock                          |  |                   | — |                |  |                | — |                     |  |             | (750    | )                              |  |          | — |                           |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |    |  |   | (1      | )    |  |   | (1      | )  |
| Netincome                                         |  |                   | — |                |  |                | — |                     |  |             | — |                                |  |          | — |                           |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 19,381  |   |  |   | — |    |  |   | — |      |  |   | 19,381  |    |
| Othercomprehensiveincome:                         |  |                   |    |                |  |                |    |                     |  |             |    |                                |  |          |    |                           |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |    |  |   |    |      |  |   |    |    |
| Foreigncurrency translation adjustment, net oftax |  |                   | — |                |  |                | — |                     |  |             | — |                                |  |          | — |                           |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 217     |    |  |   | — |      |  |   | 217     |    |
| Minimumpension liability, net oftax               |  |                   | — |                |  |                | — |                     |  |             | — |                                |  |          | — |                           |  |   | — |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | (53     | )  |  |   | — |      |  |   | (53     | )  |
| Comprehensiveincome                               |  |                   |    |                |  |                |    |                     |  |             |    |                                |  |          |    |                           |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |   |  |   |    |    |  |   |    |      |  |   | 19,545  |    |
| Balanceat June 27,2004                       |  |                   | 62,495  |                |  | $                   | — |                     |  |             | 726,556 |                                |  | $             | — |                           |  |   | 267,448 |   |  | $      | — |   |  | $      | 63,544  |   |  | $      | 37,501  |   |  | $      | 2,674   |    |  | $      |         | (1)  |  | $      | 103,718 |    |
|                                                   |

Seeaccompanying notes.

36

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ATT HoldingCo.Consolidated Statements of CashFlows

|                                                                                                 |  |                                  |          |                                |  |                            |         |                                    |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------------------------------------------------|--|----------------------------------|----------|--------------------------------|--|----------------------------|---------|------------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                            |  |                             |          |                           |  | PredecessorCompany I       |
|                                                                                            |  | Fiscalyear ended October 1, 2005 |          | Period ended September25, 2004 |  | Period ended June 27, 2004 |         | Fiscalyear ended September 27,2003 |
|                                                                                            |  | (InThousands)                    |
| **Operatingactivities**                                                                         |  |                             |     |                           |  |                       |    |                               |  |   |    |    |  |   |    |    |
| Net(loss)income                                                                                 |  | $                                | (125,200 | )                         |  | $                          | (7,820  | )                             |  | $      | 19,381  |    |  | $      | 16,565  |    |
| Adjustmentsto reconcile net (loss) income to net cash provided by (used in)operatingactivities: |  |                             |     |                           |  |                       |    |                               |  |   |    |    |  |   |    |    |
| Depreciationexpense                                                                             |  |                             | 10,277   |                           |  |                       | 2,626   |                               |  |   | 5,953   |    |  |   | 7,485   |    |
| Amortizationof intangibleassets                                                                 |  |                             | 1,754    |                           |  |                       | 477     |                               |  |   | 3,303   |    |  |   | 3,508   |    |
| Amortizationof loanfees                                                                         |  |                             | 6,496    |                           |  |                       | 453     |                               |  |   | 661     |    |  |   | 755     |    |
| Provisionfor baddebts                                                                           |  |                             | (88      | )                         |  |                       | 66      |                               |  |   | (95     | )  |  |   | (3      | )  |
| Provisionfor deferredtaxes                                                                      |  |                             | (1,105   | )                         |  |                       | (4,080  | )                             |  |   | 5,281   |    |  |   | 1,356   |    |
| Noncashinterestexpense                                                                          |  |                             | 355      |                           |  |                       | — |                               |  |   | 206     |    |  |   | 489     |    |
| Loss(gain) on disposal of fixedassets                                                           |  |                             | 23       |                           |  |                       | (7      | )                             |  |   | (4,786  | )  |  |   | (880    | )  |
| Amortizationof bonddiscount                                                                     |  |                             | 80       |                           |  |                       | — |                               |  |   | — |    |  |   | — |    |
| Impairmentcharges                                                                               |  |                             | 122,678  |                           |  |                       | — |                               |  |   | — |    |  |   | — |    |
| Changesin assets and liabilities, net of effects ofacquisition:                                 |  |                             |     |                           |  |                       |    |                               |  |   |    |    |  |   |    |    |
| Accountsreceivable                                                                              |  |                             | 8,247    |                           |  |                       | 35,233  |                               |  |   | (40,754 | )  |  |   | (9,969  | )  |
| Inventories                                                                                     |  |                             | 7,071    |                           |  |                       | 4,082   |                               |  |   | (18,737 | )  |  |   | (8,653  | )  |
| Prepaidexpenses and otherassets                                                                 |  |                             | (7,908   | )                         |  |                       | 1,235   |                               |  |   | (21     | )  |  |   | (1,381  | )  |
| Accountspayable                                                                                 |  |                             | 5,771    |                           |  |                       | (11,528 | )                             |  |   | 14,588  |    |  |   | 2,063   |    |
| Accruedexpenses and otherliabilities                                                            |  |                             | 1,940    |                           |  |                       | 105     |                               |  |   | 730     |    |  |   | (41,30  | )  |
| Netcash provided by (used in) operatingactivities                                               |  |                             | 30,391   |                           |  |                       | 20,842  |                               |  |   | (14,290 | )  |  |   | 7,205   |    |
|                                                                                                 |

37

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ATT Holding Co.ConsolidatedStatements of Cash Flows(continued)

|                                                   |  |                                  |          |                                |  |                            |          |                                    |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------------|--|----------------------------------|----------|--------------------------------|--|----------------------------|----------|------------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                              |  |                             |          |                           |  | PredecessorCompany I       |
|                                              |  | Fiscalyear ended October 1, 2005 |          | Period ended September25, 2004 |  | Period ended June 27, 2004 |          | Fiscalyear ended September 27,2003 |
|                                              |  | (InThousands)                    |
| **Investingactivities**                           |  |                             |     |                           |  |                       |     |                               |  |   |    |    |  |   |    |    |
| Acquisitionof businesses, net of cashacquired     |  |                             | (225     | )                         |  |                       | (306,374 | )                             |  |   | (236    | )  |  |   | (38,620 | )  |
| Purchaseof fixedassets                            |  |                             | (11,600  | )                         |  |                       | (1,624   | )                             |  |   | (4,219  | )  |  |   | (7,053  | )  |
| Proceedsfrom sale of fixedassets                  |  |                             | 523      |                           |  |                       | 7        |                               |  |   | 5,095   |    |  |   | 1,112   |    |
| Investmentin jointventures                        |  |                             | (108     | )                         |  |                       | —  |                               |  |   | — |    |  |   | — |    |
| Netcash (used in) provided by investingactivities |  |                             | (11,410  | )                         |  |                       | (307,991 | )                             |  |   | 640     |    |  |   | (44,561 | )  |
| **Financingactivities**                           |  |                             |     |                           |  |                       |     |                               |  |   |    |    |  |   |    |    |
| Repaymentsof long-termdebt                        |  |                             | (140,206 | )                         |  |                       | (60,936  | )                             |  |   | (15,731 | )  |  |   | (8,836  | )  |
| (Repayments)borrowings on revolver,net            |  |                             | (6,300   | )                         |  |                       | (24,021  | )                             |  |   | 28,380  |    |  |   | 1,941   |    |
| Borrowingson long-termdebt                        |  |                             | 152,074  |                           |  |                       | 290,000  |                               |  |   | — |    |  |   | 10,000  |    |
| Debtissuancecosts                                 |  |                             | (4,463   | )                         |  |                       | (13,598  | )                             |  |   | — |    |  |   | (533    | )  |
| Proceedsfrom issuance of capitalstock             |  |                             | —  |                           |  |                       | —  |                               |  |   | 1       |    |  |   | 3,003   |    |
| Capitalcontributions frombuyer                    |  |                             | —  |                           |  |                       | 96,585   |                               |  |   | — |    |  |   | — |    |
| (Purchase)issuance of treasurystock               |  |                             | (244     | )                         |  |                       | —  |                               |  |   | (1      | )  |  |   | 130     |    |
| Netcash provided by financingactivities           |  |                             | 861      |                           |  |                       | 288,030  |                               |  |   | 12,649  |    |  |   | 5,705   |    |
| Effectof exchange rate changes oncash             |  |                             | 302      |                           |  |                       | (534     | )                             |  |   | 216     |    |  |   | 746     |    |
| Increase(decrease) in cash and cashequivalents    |  |                             | 20,144   |                           |  |                       | 347      |                               |  |   | (785    | )  |  |   | (30,905 | )  |
| Cashand cash equivalents at beginning ofperiod    |  |                             | 1,250    |                           |  |                       | 903      |                               |  |   | 1,688   |    |  |   | 32,593  |    |
| Cashand cash equivalents at end ofperiod          |  | $                                | 21,394   |                           |  | $                          | 1,250    |                               |  | $      | 903     |    |  | $      | 1,688   |    |
|                                                   |

Seeaccompanying notes.

38

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ATTHolding Co.

Notes to Consolidated FinancialStatements

(Dollars inThousands, Except Share Data)

|          |                                      |
|----------|--------------------------------------|
| 1.  | Formation andDescription of Business |

ATT Holding Co. and itssubsidiaries (the ‘‘Company’’) manufactureand market non-powered lawn and garden tools and accessories primarilyin North America and Europe. The Company refers to operationssubsequent to June 27, 2004. Operations from September 29, 2002to June 27, 2004 are referred to as ‘‘PredecessorCompany I’’.

The accompanyingconsolidated financial statements present the financial position of theCompany as of October 1, 2005 and September 25, 2004, and theresults of operations, changes in stockholders’ equity(deficit), and cash flows of the Company for the fiscal year endedOctober 1, 2005 and the period from June 28, 2004 toSeptember 25, 2004 and the results of operations, changes instockholders’ equity, and cash flows of the PredecessorCompany I for the period from September 28, 2003 toJune 27, 2004 and the fiscal year ended September 27,2003.

ATT Holding Co. (as Predecessor Company I)was incorporated on December 20, 2001. On January 14,2002, Predecessor Company I acquired, fromU.S. Industries, Inc. (‘‘USI’’),certain assets and liabilities of Ames True Temper Group(‘‘Predecessor Company II’’),including Ames True Temper, Inc.; True Temper Ltd.; IXL Manufacturing,Inc.; and Garant Division of USI Canada, Inc., a division ofU.S. Industries, Inc. In May 2002, IXL Manufacturing wasmerged into Ames True Temper, Inc.

On June 28,2004, the Company completed the sale of all outstanding common andpreferred stock and warrants of Predecessor Company I toaffiliates of Castle Harlan, a New York private-equity investment firm.CHATT Holdings Inc., the ‘‘buyer’’, andCHATT Holdings LLC, the ‘‘buyer parent’’,were created to make the acquisition of the Company. Approximately87% of the equity interests of the buyer parent are owned byaffiliates of Castle Harlan, and the remainder were issued to membersof our management who held capital stock in the PredecessorCompany I, in lieu of cash consideration that they otherwisewould have been entitled to receive in the acquisition. In addition,certain members of management that did not hold equity in PredecessorCompany I purchased an equity interest in the buyer parent forcash.

The transaction was valued at approximately$380,000, plus $6,345 in transaction costs and a working capitaladjustment of $27,771. In connection with the sale, Ames True Temper,Inc., which is a 100%-owned subsidiary of the Company, enteredinto a new credit facility, at which time all existing indebtedness wasrepaid. In connection with the new facility, ATT Holding Co. fully andunconditionally guaranteed the $150,000 10% Senior SubordinatedNotes due 2012 (and subsequently the $150,000 Senior Floating RateNotes due 2012). ATT Holding Co. has no other subsidiaries other thanAmes True Temper, Inc. and has no independent assets or operationsseparate from the investment in Ames True Temper, Inc. Ames TrueTemper, Inc. is restricted by the Credit Agreement dated as ofJune 28, 2004, as amended to date, to provide funds to ATTHolding Co., except for the provisions describedtherein.

The Company’s fiscal year generally endson the Saturday nearest toSeptember 30.

|          |                                |
|----------|--------------------------------|
| 2.  | Significant AccountingPolicies |

Use of Estimates

The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States requires management to make estimates andassumptions that affect the amounts reported in the financialstatements and accompanying notes. Actual results could differ fromthose estimates.

39

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

Principles ofConsolidation

The accompanying consolidated financialstatements for the fiscal year ended October 1, 2005, the period endedSeptember 25, 2004, the period ended June 27, 2004(Predecessor Company I) and the fiscal year ended September 27,2003 (Predecessor Company I) include the accounts of ATT Holding Co.and its subsidiaries. All material intercompany transactions have beeneliminated in consolidation.

Cash and CashEquivalents

Cash equivalents represent short-term, highlyliquid investments, which have maturities of 90 days or less whenpurchased. The carrying amount of cash and cash equivalentsapproximates fair value.

AccountsReceivable

Accounts receivable are reported net of anallowance for doubtful accounts. The allowance is based onmanagement’s estimate of the amount of receivables that willactually be collected. Accounts are considered past due based on howpayments are received compared to the customer’s credit terms.Accounts are written off when management determines the account isuncollectible. Finance charges are generally not assessed on past dueaccounts.

Inventories

Inventories are stated atthe lower of cost, which is determined by the first-in, first-outmethod, or market.

Investments

The Companyaccounts for its investments in accordance with the cost method. Theinvestments are included in other non-current assets. The Company hasinvestments in four cooperative joint ventures in China with certainexclusive marketing rights to sell, outside China, productsmanufactured by the four separate joint ventures. The Company'sinterests in the joint ventures range between 25% and35%. The Company does not share in either the profit or loss andhas minority representation on the Board of Directors of each of thejoint ventures.

Property, Plant andEquipment

Property, plant and equipment are stated on thebasis of cost less accumulated depreciation provided under thestraight-line method. Buildings and building improvements aredepreciated based on lives of 25 and 10 years, respectively. Landimprovements and leasehold improvements are depreciated based on livesof 15 and 10 years (or less, depending on the life of thelease), respectively. Machinery and equipment is depreciated based onlives ranging from three to seven years, and furniture and fixturesbased on a life of five years. Expenditures for major additions andimprovements are capitalized, while minor replacements, maintenance,and repairs are charged to expense as incurred. When property isretired or otherwise disposed of, the costs and accumulateddepreciation are removed from the accounts. Any resulting gain or lossis recognized currently. Construction in progress is comprised ofongoing development costs associated with upgrades andadditions.

Long-Lived Assets

Statement ofFinancial Accounting Standards (SFAS) No. 144, Accounting forthe Impairment or Disposal of Long-Lived Assets, requires thatcompanies consider whether indicators of impairment of long-livedassets held for use are present. If such indicators are present,companies determine whether the sum of the estimated undiscountedfuture cash flows attributable to such assets is less than their

40

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

carrying amount, and if so, companiesrecognize an impairment loss based on the excess of the carrying amountof the assets over their fair value. Accordingly, management willperiodically evaluate the ongoing value of property and equipment.During fiscal 2005, the Company recorded an impairment charge of $2,925in conjunction with the closure of a manufacturingfacility.

Goodwill and Other IntangibleAssets

Effective January 14, 2002, PredecessorCompany I, and the Company adopted SFAS No. 141, BusinessCombinations, and SFAS No. 142, Goodwill and OtherIntangible Assets. SFAS No. 141, which addresses financialaccounting and reporting for business combinations, requires the use ofthe purchase method of accounting for business combinations initiatedafter June 30, 2001 and prohibits the use of thepooling-of-interests method. SFAS No. 141 also includes guidanceon the initial recognition and measurement of goodwill and otherintangible assets.

SFAS No. 142 prohibits theamortization of goodwill and intangible assets with indefinite usefullives and requires that these assets be tested for impairment. Inaddition to goodwill, the Company has tradenames that are deemed tohave indefinite lives. Intangible assets with finite lives areamortized over their useful lives. Under the provisions of SFASNo. 142, intangible assets, including goodwill, that are notsubject to amortization will be tested for impairment annually, or morefrequently if events or changes in circumstances indicate that theasset might be impaired, using a two-step impairment assessment. Thefirst step of the impairment test, used to identify potentialimpairment, compares the fair value of a reporting unit with itscarrying amount, including the indefinite-lived assets. If the fairvalue of the reporting unit exceeds its carrying amount, theindefinite-lived assets of the reporting unit is considered notimpaired, and the second step of the impairment test is not necessary.If the carrying amount of a reporting unit exceeds its fair value, thesecond step of the goodwill impairment test is performed to measure theamount of impairment loss, if any. The Company uses financialprojections and certain cash flow measures in its determination of thefair value of these assets. The Company completed the annual impairmenttests, which resulted in a goodwill impairment of $119,753.

DebtIssuance Costs

Current and other non-current assetsinclude debt issuance costs in the amount of $12,504 and $13,145 as ofOctober 1, 2005 and September 25, 2004, respectively. The debtissuance costs are being amortized over a period of three to eightyears based on the corresponding life of the debt.

IncomeTax

Deferred tax assets and liabilities are computedbased on the difference between the financial reporting and tax basesof assets and liabilities using enacted tax rates and laws. Deferredincome tax expense or benefit is based on changes in deferred taxassets and liabilities from period to period.

Revenue and CostRecognition

Revenue is recognized upon shipment ofproducts or delivery of products to the customer depending on the termsof the sale. Provisions are made for estimated sales returns andallowances at the time of the sale. Such amounts, which are included innet sales, totaled $7,778, $2,634, $4,118 and $6,235 for the fiscalyear ended October 1, 2005, the period ended September 25, 2004,the period ended June 27, 2004 and the fiscal year endedSeptember 27, 2003, respectively.

Shipping and HandlingCosts

All shipping and handling costs are expensed asincurred. Costs incurred to ship product from the plants anddistribution centers to the customer and from plants and our maindistribution center to 

41

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

our West Coast distribution facility areincluded in costs of goods sold and totaled $18,773, $3,889, $14,224and $16,594 for the fiscal year ended October 1, 2005, the period endedSeptember 25, 2004, the period ended June 27, 2004 andthe fiscal year ended September 27, 2003, respectively. Costs toship the product from manufacturing facilities to the main distributioncenter is included in selling, general and administrative expense andtotaled $3,691, $575, $2,617 and $3,891 for the fiscal year endedOctober 1, 2005, the period ended September 25, 2004, the periodended June 27, 2004 and the fiscal year endedSeptember 27, 2003, respectively.

AdvertisingCosts

Advertising costs are expensed as incurred. Suchamounts totaled $11,201, $2,447, $9,424 and $9,798 for the fiscal yearended October 1, 2005, the period ended September 25, 2004, theperiod ended June 27, 2004 and the fiscal year endedSeptember 27, 2003, respectively.

Research andDevelopment Costs

Research and development costs areexpensed as incurred. Such amounts totaled $928, $195, $648 and $899for the fiscal year ended October 1, 2005, the period endedSeptember 25, 2004, the period ended June 27, 2004 andthe fiscal year ended September 27, 2003,respectively.

Foreign Currency Translation

Thefinancial statements of the Company’s foreign operations aremeasured using the local currency as the functional currency. Assetsand liabilities of foreign subsidiaries are translated at the exchangerates as of the balance sheet date. Resulting translation adjustments,net of the related income tax effects, are recorded in the currencytranslation adjustment account, a separate component of AccumulatedOther Comprehensive Income. Income and expense items are translated ataverage monthly exchange rates. Gains and losses from foreign currencytransactions are included in net income.

Accumulated OtherComprehensive Income

Comprehensive income (loss) isdefined as net income (loss) and other changes in stockholders’equity (deficit) from transactions and other events from sources otherthan stockholders. The components of and changes in other comprehensiveincome (loss), net of tax, are asfollows:

|                                    |  |                  |         |                  |  |                     |         |                  |  |               |         |         |  |        |        |         |  |        |        |         |  |  |
|------------------------------------|--|------------------|---------|------------------|--|---------------------|---------|------------------|--|---------------|---------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                               |  | BeginningBalance |         | Before-TaxAmount |  | TaxBenefit(Expense) |         | Net-of-TaxAmount |  | EndingBalance |
| **October 1,2005**                 |  |             |    |             |  |                |    |             |  |          |    |    |  |   |   |    |  |   |   |    |
| Currencytranslationadjustment      |  | $                | 2,248   |             |  | $                   | 4,841   |             |  | $             | — |    |  | $      | 4,841  |    |  | $      | 7,089  |    |
| Minimumpension liabilityadjustment |  |             | — |             |  |                | (13,502 | )           |  |          | 5,131   |    |  |   | (8,371 | )  |  |   | (8,371 | )  |
| Interestrateswaps                  |  |             | — |             |  |                | 1,108   |             |  |          | (421    | )  |  |   | 687    |    |  |   | 687    |    |
|                               |  | $                | 2,248   |             |  | $                   | (7,553  | )           |  | $             | 4,710   |    |  | $      | (2,843 | )  |  | $      | (595   | )  |
| **September 25,2004**         |  |             |    |             |  |                |    |             |  |          |    |    |  |   |   |    |  |   |   |    |
| Currencytranslationadjustment      |  | $                | — |             |  | $                   | 3,696   |             |  | $             | (1,448  | )  |  | $      | 2,248  |    |  | $      | 2,248  |    |
| **PredecessorCompany I**      |  |             |    |             |  |                |    |             |  |          |    |    |  |   |   |    |
| **June 27,2004**              |  |             |    |             |  |                |    |             |  |          |    |    |  |   |   |    |  |   |   |    |
| Currencytranslationadjustment      |  | $                | 2,536   |             |  | $                   | 372     |             |  | $             | (155    | )  |  | $      | 217    |    |  | $      | 2,753  |    |
| Minimumpension liabilityadjustment |  |             | (26     | )           |  |                | (90     | )           |  |          | 37      |    |  |   | (53    | )  |  |   | (79    | )  |
|                               |  | $                | 2,510   |             |  | $                   | 282     |             |  | $             | (118    | )  |  | $      | 164    |    |  | $      | 2,674  |    |
|                                    |

42

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

Fair Value of FinancialInstruments

Financial instruments held by the Companyinclude cash and cash equivalents, accounts receivable, accountspayable and long-term debt.

The fair values of all cashand cash equivalents, accounts receivable, and accounts payableapproximate their carrying value due to their short-term nature. Thefair value of the Term Note is also estimated to approximate itscarrying amount based upon current market conditions and interestrates. At October 1, 2005, the fair value of the Senior Floating RateNotes due 2012 and the Senior Subordinated Notes due 2012 was estimatedto be $141,000 and $124,500, respectively, based on market priceinformation. At September 25, 2004, the book value of all debtinstruments issued by the Company approximated fair marketvalue.

Segment Reporting

Operating segments aredefined as components of an enterprise for which separate financialinformation is available that is evaluated regularly by chief operatingdecision makers in deciding how to allocate resources in assessingperformance. All of the Company’s operations are classifiedwithin one business segment.

LaborAvailability

The industry is labor intensive and requiresan adequate supply of labor. As of October 1, 2005, approximately30% of the Company’s employees are subject to collectivebargaining agreements.

Raw MaterialSuppliers

During fiscal 2005, Liberty Steel accounted forapproximately 14% of the Company’s total raw materialpurchases.

Stock-Based Compensation

On June 28,2004, certain management employees of Ames True Temper and affiliatesbecame eligible to purchase Class B management incentive units of CHATTHoldings LLC. These units vest based on three criteria: (1) timevesting based on a five year term, (2) performance vesting based on theresults of Ames True Temper, Inc. and (3) vesting based upon a targetedrate of return upon change of control. There are certain accelerationclauses in the event of a change of control. As of October 1, 2005,there were 136,014 incentive units issued to management and members ofthe CHATT Holdings LLC Board of Directors that are not employees ofAmes True Temper, Inc. or Castle Harlan, Inc. Additionally, anaffiliate of Castle Harlan holds 59,273 of these units that will beused for future awards. These units may not be sold, pledged orotherwise transferred under securities law. Additional restrictions andlimitations are set forth in the agreement. These units are accountedfor under FASB Interpretation No. 44 of APB No. 25, Accounting forStock Issued to Employees. For the period ended October 1, 2005,there was no expense recorded related to theseunits.

Derivatives

The Company’s cash flowsand earnings are subject to fluctuations resulting from changes ininterest rates, foreign currency exchange rates and raw material costs.The Company manages the exposure to these market risks throughinternally established policies and procedures and, when deemedappropriate, through the use of derivative financial instruments. TheCompany’s policy does not allow speculation in derivativeinstruments for profit or execution of derivative instrument contractsfor which there are no underlying exposures. The Company does not usefinancial instruments for trading purposes and are not a party to anyleveraged derivatives.

43

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

During fiscal 2005, the Companyentered into two interest rate swaps that are accounted for inaccordance with SFAS No. 133, Accounting for Derivative Instrumentsand Hedging Activities, as amended by SFAS No. 138, Accountingfor Certain Derivative Instruments and Certain Hedging Activitiesand SFAS No. 149, Amendment of Statement 133 on DerivativeInstruments and Hedging Activities (collectively,‘‘SFAS 133’’). SFAS 133 establishesaccounting and reporting standards for derivative instruments andhedging activities. SFAS 133 requires that all derivatives berecognized as either assets or liabilities at fair value.

The accounting for gains and losses associated with changesin the fair value of the derivative and the effect on the consolidatedfinancial statements depends on its hedge designation and whether thehedge is highly effective in achieving offsetting changes in the fairvalue of cash flows of the asset or liability hedged. Any deferredgains or losses associated with derivative instruments, which oninfrequent occasions may be terminated prior to maturity, arerecognized in income in the period in which the underlying hedgedtransaction is recognized. In the event a designated hedged item issold, extinguished, or matures prior to the termination of the relatedderivative instrument, such instrument would be closed and theresulting gain or loss would be recognized in income.

TheCompany has structured all existing interest rate swap agreements to beperfectly effective. As a result, there is no current impact toearnings resulting from hedge ineffectiveness. The Company periodicallyreassesses the effectiveness of the swap. If the swaps were deemed tobe ineffective a gain or loss would be recognized in income. The changein values of the interest rate swaps is reflected in the activity ofother comprehensive income, net of deferred taxes. At October 1, 2005,the interest rate swaps were recorded as an asset of $1,108, with afair value as accumulated other comprehensive income of $687, net ofdeferred tax expense of $421. The fair market values of the interestrate swap agreements, which were obtained from broker quotes areincluded on the consolidated balance sheet as of October 1, 2005 andthe changes in fair market value are reflected in other non-currentassets and other comprehensive loss.

Recent AccountingPronouncements

In November 2004, the FASB issuedStatement of Financial Accounting Standards(‘‘SFAS’’) No. 151, Inventory Costs,an amendment of ARB No. 43 Chapter 4. This Statement amends theguidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarifythe accounting for abnormal amounts of idle facility expense, freight,handling costs, and wasted material (spoilage). This Statement requiresthat those items be recognized as current-period charges regardless ofwhether they meet the criterion of ‘‘soabnormal.’’ as defined in ARB No. 43. In addition, thisStatement requires that allocation of fixed production overheads to thecosts of conversion be based on the normal capacity of the productionfacilities. This statement is effective for inventory costs incurredbeginning in the Company's fiscal 2006. The Company is in theprocess of reviewing SFAS 151 and has not determined the effects on theconsolidated financialstatements.

Reclassifications

Certain amounts inthe accompanying financial statements have been reclassified to conformto the Company’s period ended October 1, 2005presentation.

|          |                                           |
|----------|-------------------------------------------|
| 3.  | Acquisitions Made by Predecessor CompanyI |

On November 15, 2002, the PredecessorCompany I acquired National Sales Company LLC and Global SalesLLC, d/b/a Dynamic Design. Dynamic Design is in the business ofmanufacturing, marketing, selling and distributing indoor and outdoorpots and planters.

On May 5, 2003, the PredecessorCompany I acquired Outdoor Inspirations, Inc., Ontario, Canada.Outdoor Inspirations is in the business of marketing, selling anddistributing garden hose.

44

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

On August 4, 2003, thePredecessor Company I acquired Greenlife, Inc., Bridgewater,Massachusetts, with operations in China. Greenlife is in the businessof marketing, selling and distributing non-powered lawn and gardentools and accessories. The purchase price allocation of the aboveacquisitions resulted in an increase in cost of goods sold ofapproximately $892 for the fiscal year ended September 27, 2003.That amount represents the manufacturing profitsacquired.

Information described above with respect tobusinesses acquired in the purchase transactions during the fiscal yearended September 27, 2003 is asfollows:

|                                                                                       |  |        |        |        |  |  |
|---------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|
| Cashpaid including acquisition costs (net of cashacquired)                            |  | $      | 25,830 |   |
| Preferred stockissued                                                                 |  |   | 3,000  |   |
| Long-term debtissued                                                                  |  |   | 10,000 |   |
| Liabilitiesassumed                                                                    |  |   | 5,922  |   |
|                                                                                  |  |   | 44,752 |   |
| Fairvalue of assets acquired, primarily accounts receivable, inventory andfixedassets |  |   | 15,027 |   |
| Tradenames                                                                            |  |   | 8,450  |   |
| Customerrelationships                                                                 |  |   | 6,950  |   |
| Vendorrelationships                                                                   |  |   | 1,300  |   |
| Restrictive covenantsand noncompete agreements                                        |  |   | 2,747  |   |
| Employmentagreements                                                                  |  |   | 468    |   |
| Cost inexcess of fair value of net assets acquired(goodwill)                          |  | $      | 9,810  |   |
|                                                                                       |

Theabove businesses were acquired to expand PredecessorCompany I’s product lines and increase related marketshare.

All acquisitions were accounted for using thepurchase method. The allocation of the purchase price associated withthe acquisitions has been determined by Predecessor Company Iusing independent third-party appraisals based upon availableinformation.

The operating results of the acquiredcompanies have been included in the accompanying consolidatedstatements of operations from the respective dates ofacquisition.

Pro forma information reflecting the resultsof operations of Dynamic Design for the fiscal year endedSeptember 27, 2003 is not materially different from the actualresults of operations for the fiscal year ended September 27,2003. Pro forma information, reflecting the result of operations ofOutdoor Inspirations, Inc. and Greenlife, Inc. are not provided, asthose acquisitions did not materially impact PredecessorCompany I’s results ofoperations.

|          |                                      |
|----------|--------------------------------------|
| 4.  | Restructuring and PurchaseAccounting |

Acquisition of PredecessorCompany I

On June 28, 2004, the Companycompleted the sale of all outstanding common and preferred stock ofPredecessor Company I to affiliates of Castle Harlan, a privateequity group. CHATT Holdings Inc., the‘‘buyer’’, and CHATT Holdings LLC, the‘‘buyer parent’’, were created to make theacquisition of the Company. Approximately 87% of the equityinterests of the buyer parent are owned by affiliates of Castle Harlan,and the remainder were issued to members of our management who heldcapital stock in the Predecessor Company I, in lieu of cashconsideration that they otherwise would have been entitled to receivein the acquisition. In addition, in a few cases, certain members ofmanagement that did not hold equity in Predecessor Company Ipurchased an equity interest in the buyer parent forcash.

45

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

The following represents theallocation of purchase price for the acquisition of the Company onJune 28, 2004, as describedabove:

|                                                                                       |  |        |         |        |  |  |
|---------------------------------------------------------------------------------------|--|--------|---------|--------|--|--|
| Capitalcontributions from buyer                                                       |  | $      | 96,585  |   |
| Revolverdebt used                                                                     |  |   | 25,338  |   |
| Long-term debtissued                                                                  |  |   | 290,000 |   |
| Liabilities assumed, net ofpay off of debt of PredecessorCompany I               |  |   | 109,983 |   |
|                                                                                  |  |   | 521,906 |   |
| Fairvalue of assets acquired, primarily accounts receivable, inventory andfixedassets |  |   | 284,838 |   |
| Tradenames                                                                            |  |   | 69,406  |   |
| Customerrelationships                                                                 |  |   | 11,144  |   |
| Patents                                                                               |  |   | 878     |   |
| Non-competeagreements                                                                 |  |   | 981     |   |
| Cost inexcess of fair value of net assets acquired(goodwill)                          |  | $      | 154,659 |   |
|                                                                                       |

Thetransaction was accounted for as a purchase in accordance with SFASNo. 141, Business Combinations, and Emerging Issues TaskForce (EITF) Issue 88-16, Basis in Leveraged BuyoutTransactions. As such, the acquired assets and assumed liabilitieshave been recorded at fair market value for the interests acquired andpreliminary estimates of assumed liabilities by new investors and atthe carryover basis for continuing investors. The acquired assets andassumed liabilities were assigned new book values in the sameproportion as the residual interests of the continuing investors andthe new interests acquired by the new investors. Under EITF 88-16, theCompany was revalued at the merger date to the fair value to the extentof the majority stockholder’s 87.35% controlling interestin the Company. The remaining 12.65% is accounted for at thecontinuing stockholders’ carryover basis in the Company. Theexcess of the purchase price over the historical basis of the netassets acquired has been applied to adjust net assets to their fairvalues to the extent of the majority stockholder’s 87.35%ownership. Goodwill resulting from this transaction is not deductiblefor income tax purposes. Goodwill resulting from the acquisitions madeby Predecessor Company I is expected to be deductible for incometax purposes.

In connection with the acquisition ofPredecessor Company I, the Company reevaluated the restructuringreserves previously set up by Predecessor Company I. Theserestructuring reserves were originally established to reduce totalworkforce and close certain facilities. The Company, as of the date ofacquisition of Predecessor Company I, began to assess and formulate anexit and restructuring plan that includes additional reductions ofworkforce, facility closures and changes in business strategies. Thisupdated exit and restructuring plan is intended to increase operatingefficiencies. At June 28, 2004, the Company recorded a liability of$4,782 related to the reductions of workforce and facility closures and$4,795 related to changes in business strategies for a product line.These plans also resulted in a $6,825 decrease to the beginning balanceof the pension asset for the period ended September 25, 2004.Adjustments of $2,066, primarily to the reserves associated with plantclosures, were made to these reserves as the cost estimates wererefined and finalized during the fiscal year ended October 1, 2005. TheCompany expects to complete these plans in the next one to three years.The following schedule shows the changes to the restructuring reservesince the date of acquisition, which is included in accrued liabilitiesand other long-term liabilities:

46

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

|                                                     |  |        |        |         |  |  |
|-----------------------------------------------------|--|--------|--------|---------|--|--|
| Balanceas of June 27,2004                      |  | $      | 2,223  |    |
| Additions                                           |  |   | 7,354  |    |
| Balanceas of June 28, 2004, date ofacquisition |  |   | 9,577  |    |
| Payments                                            |  |   | (79    | )  |
| Balanceas of September 25,2004                 |  |   | 9,498  |    |
| Accretion ofinterest                                |  |   | 355    |    |
| Current yearprovisions                              |  |   | 80     |    |
| Purchase accountingadjustments                      |  |   | (2,066 | )  |
| Payments                                            |  |   | (1,027 | )  |
| Balanceas of October 1,2005                         |  | $      | 6,840  |    |
|                                                     |

Acquisitionof Predecessor Company II and Dynamic Design

Inconnection with the initial acquisition of PredecessorCompany II on January 14, 2002, Predecessor Company Icommitted to exit plans for the closing of several facilities. The exitplans called for Predecessor Company I to consolidate corporateoffice functions and to reduce workforce in multiple manufacturinglocations in order to reduce fixed overhead costs and lower internalshipping and handling expenses. Costs associated with the plans,including severance, totaling approximately $6,198 were accrued as partof the purchase price allocation. In addition, the Company grantedenhanced pension benefits to certain severed employees, which resultedin a net decrease to the pension asset of $3,315. During fiscal 2003,as additional information was obtained, adjustments were made to theseestimates.

In 2003, in connection with the acquisition ofDynamic Design, Predecessor Company I committed to exit plansfor the closure of certain acquired administrative offices and theconsolidation of certain acquired distribution facilities. Costsrelated to these plans consist of employee severance and benefits, andexit costs (primarily lease expenses under existing contracts), andtotaled $434 and were added to the purchase price of DynamicDesign.

At June 27, 2004, the remainingrestructuring reserves of $2,223 were included in accrued liabilitiesand relate to portions of the exit plans that were not yet completed.At the date of acquisition of Predecessor Company I, thesereserves were reevaluated and included in the purchase price. Changesto the restructuring reserves are asfollows:

|                                         |  |        |        |         |  |  |
|-----------------------------------------|--|--------|--------|---------|--|--|
| Balanceas of September 28,2002     |  | $      | 2,774  |    |
| Adjustments to 2002reserves (see below) |  |   | 1,730  |    |
| 2003 exitplans                          |  |   | 434    |    |
| Payments                                |  |   | (2,524 | )  |
| Balanceas of September 27,2003     |  |   | 2,414  |    |
| Payments                                |  |   | (191   | )  |
| Balance as ofJune 27,2004          |  | $      | 2,223  |    |
|                                         |

Duringthe allocation period, Predecessor Company I recordedadjustments to the original purchase accounting totaling $1,340 basedon refinement of the original estimated purchase information. Thenature of the adjustments are as follow: increase of restructuringaccruals for severance of $1,730; decrease of self-insurance reservesof $(558); increase in reserves for potential product liability forplastic-rim wheelbarrow tires of $1,617; decrease of prepaid pensionassets for curtailment related to restructuring plans of $(782);decrease of reserves for an employee injury suit of $(745) and otheradjustments of $78. These adjustments have been allocated to thepurchase price of Predecessor Company II resulting in anincrease to fixed assets.

47

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

|          |                                                    |
|----------|----------------------------------------------------|
| 5.  | Trade Receivables andConcentrations of Credit Risk |

Trade receivables are asfollows:

|                               |  |                |         |                        |  |        |         |         |  |  |
|-------------------------------|--|----------------|---------|------------------------|--|--------|---------|---------|--|--|
|                          |  | October1, 2005 |         | September 25,2004 |
| Tradereceivables              |  | $              | 66,544  |                   |  | $      | 75,634  |    |
| Allowancefor doubtfulaccounts |  |           | (1,335  | )                 |  |   | (1,410  | )  |
| Other salesreserves           |  |           | (15,532 | )                 |  |   | (16,320 | )  |
|                          |  | $              | 49,677  |                   |  | $      | 57,904  |    |
|                               |

TheCompany operates principally in the United States, and to a lesserextent, in Europe and Canada. The Company performs periodic creditevaluations of its customers’ financial condition and generallydoes not require collateral. Credit losses have been withinmanagement’s estimates.

The Company’s toptwo customers represented approximately 32% and 22% ofsales for the fiscal year ended October 1, 2005 and approximately33% and 22% of sales for the thirteen-week period endedSeptember 25, 2004. These customers represent 30% and22% of trade receivables at October 1, 2005 and 45% and29% of trade receivables at September 25,2004.

Predecessor Company I’s top two customersrepresented approximately 33% and 20% of sales for thethirty-nine week period ended June 27, 2004 and approximately35% and 20% of sales for the fiscal year endedSeptember 27,2003.

|          |             |
|----------|-------------|
| 6.  | Inventories |

Inventories are asfollows:

|                       |  |                |        |                        |  |        |         |         |  |  |
|-----------------------|--|----------------|--------|------------------------|--|--------|---------|---------|--|--|
|                  |  | October1, 2005 |        | September 25,2004 |
| Finishedgoods         |  | $              | 59,671 |                   |  | $      | 65,291  |    |
| Work inprocess        |  |           | 15,613 |                   |  |   | 18,729  |    |
| Rawmaterials          |  |           | 22,908 |                   |  |   | 22,595  |    |
|                  |  |           | 98,192 |                   |  |   | 106,615 |    |
| Lessinventoryreserves |  |           | (7,046 | )                 |  |   | (8,398  | )  |
|                  |  | $              | 91,146 |                   |  | $      | 98,217  |    |
|                       |

48

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

|          |                              |
|----------|------------------------------|
| 7.  | Property, Plant andEquipment |

A summary of property, plant and equipment isasfollows:

|                                 |  |                |         |                        |  |        |        |         |  |  |
|---------------------------------|--|----------------|---------|------------------------|--|--------|--------|---------|--|--|
|                            |  | October1, 2005 |         | September 25,2004 |
| Land andimprovements            |  | $              | 1,637   |                   |  | $      | 1,965  |    |
| Buildingsandimprovements        |  |           | 14,561  |                   |  |   | 13,992 |    |
| Machineryandequipment           |  |           | 53,095  |                   |  |   | 45,595 |    |
| Furnitureand fixtures           |  |           | 218     |                   |  |   | 210    |    |
| Computerhardware                |  |           | 563     |                   |  |   | 424    |    |
| Computersoftware                |  |           | 1,760   |                   |  |   | 1,686  |    |
| Construction inprogress         |  |           | 5,828   |                   |  |   | 2,517  |    |
|                            |  |           | 77,662  |                   |  |   | 66,389 |    |
| Lessaccumulateddepreciation     |  |           | (15,755 | )                 |  |   | (2,712 | )  |
| Netproperty, plant andequipment |  | $              | 61,907  |                   |  | $      | 63,677 |    |
|                                 |

|          |                               |
|----------|-------------------------------|
| 8.  | Goodwilland Other Intangibles |

In accordance with SFASNo. 142, the Company is required to test goodwill and indefinitelived intangible assets for impairment on at least an annual basis.There can be no assurance that future impairment tests will not resultin a charge to earnings. The cost of other acquired intangible assets,including primarily customer and vendor relationships, covenants not tocompete and employment agreements, is amortized on a straight-linebasis over the estimated lives of 2 to 10 years. Amortization of otherintangibles amounted to $1,754 and $477 for the fiscal year endedOctober 1, 2005 and the period ended September 25, 2004,respectively. Amortization of other intangibles under PredecessorCompany I amounted to $3,303 and $3,508 for the period endedJune 27, 2004 and the fiscal year ended September 27,2003, respectively.

The estimated aggregate amortizationexpense for each of the succeeding fiscal years is as follows: $1,794in 2006; $1,399 in 2007; $1,249 in 2008; $1,133 in 2009; $1,133 in 2010and $4,249 thereafter.

The changes in carrying amount ofgoodwill for the period ended October 1, 2005 are asfollows:

|                                                          |  |        |          |         |  |  |
|----------------------------------------------------------|--|--------|----------|---------|--|--|
| Goodwill,after allocations to fair value on June 28,2004 |  | $      | 154,659  |    |
| Currency translationadjustments                          |  |   | 1,904    |    |
| Goodwillat September 25,2004                             |  | $      | 156,563  |    |
| Currencytranslation adjustments                          |  |   | 3,348    |    |
| Additions andrevision of purchase priceallocations       |  |   | 1,577    |    |
| Impairment ofgoodwill                                    |  |   | (119,753 | )  |
| Goodwillat October 1,2005                                |  | $      | 41,735   |    |
|                                                          |

Duringfiscal 2005, the Company made revisions to the initial purchase priceallocation. These additions and revisions to goodwill related primarilyto an additional purchase price allocation of $1,133, additional legalexpenses of $1,000, and curtailment charges of $1,198 related topension refinement partially offset by a reduction of the restructuringreserve of $2,066.

49

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

The following table reflects thecomponents of intangible assets other than goodwill at October 1,2005:

|                                   |  |                     |        |                         |  |        |         |        |  |  |
|-----------------------------------|--|---------------------|--------|-------------------------|--|--------|---------|--------|--|--|
|                              |  | GrossCarryingAmount |        | AccumulatedAmortization |
| Indefinitelived intangibleassets: |  |                |   |                    |  |   |    |   |
| Tradenames                        |  | $                   | 70,172 |                    |  | $      | — |   |
| Finitelived intangibleassets:     |  |                |   |                    |  |   |    |   |
| Technology(patents)               |  |                | 984    |                    |  |   | 336     |   |
| Non-competeagreements             |  |                | 887    |                    |  |   | 493     |   |
| Customerrelationships             |  |                | 11,317 |                    |  |   | 1,402   |   |
|                              |  |                | 13,188 |                    |  |   | 2,231   |   |
|                              |  | $                   | 83,360 |                    |  | $      | 2,231   |   |
|                                   |

Thefollowing table reflects the components of intangible assets other thangoodwill at September 25,2004:

|                                   |  |                     |        |                         |  |        |         |        |  |  |
|-----------------------------------|--|---------------------|--------|-------------------------|--|--------|---------|--------|--|--|
|                              |  | GrossCarryingAmount |        | AccumulatedAmortization |
| Indefinitelived intangibleassets: |  |                |   |                    |  |   |    |   |
| Tradenames                        |  | $                   | 69,690 |                    |  | $      | — |   |
| Finitelived intangibleassets:     |  |                |   |                    |  |   |    |   |
| Technology(patents)               |  |                | 984    |                    |  |   | 68      |   |
| Non-competeagreements             |  |                | 885    |                    |  |   | 99      |   |
| Customerrelationships             |  |                | 11,209 |                    |  |   | 310     |   |
|                              |  |                | 13,078 |                    |  |   | 477     |   |
|                              |  | $                   | 82,768 |                    |  | $      | 477     |   |
|                                   |

50

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

|          |             |
|----------|-------------|
| 9.  | IncomeTaxes |

Income before income taxes and the relatedprovision for income taxes consist of thefollowing:

|                                         |  |                                |          |                                   |  |                               |         |                                       |  |        |        |        |  |        |        |        |  |  |
|-----------------------------------------|--|--------------------------------|----------|-----------------------------------|--|-------------------------------|---------|---------------------------------------|--|--------|--------|--------|--|--------|--------|--------|--|--|
|                                    |  |                           |          |                              |  | PredecessorCompany I          |
|                                    |  | Fiscalyearended October1, 2005 |          | PeriodendedSeptember 25,2004 |  | PeriodendedJune 27, 2004 |         | FiscalyearendedSeptember 27,2003 |
| Incomebefore provision for incometaxes: |  |                           |     |                              |  |                          |    |                                  |  |   |   |   |  |   |   |   |
| Domestic                                |  | $                              | (135,518 | )                            |  | $                             | (12,985 | )                                |  | $      | 27,482 |   |  | $      | 20,991 |   |
| Foreign                                 |  |                           | 7,363    |                              |  |                          | 127     |                                  |  |   | 5,827  |   |  |   | 6,069  |   |
|                                    |  | $                              | (128,155 | )                            |  | $                             | (12,858 | )                                |  | $      | 33,309 |   |  | $      | 27,060 |   |
| Incometax expense(benefit):             |  |                           |     |                              |  |                          |    |                                  |  |   |   |   |  |   |   |   |
| Current:                                |  |                           |     |                              |  |                          |    |                                  |  |   |   |   |  |   |   |   |
| Federal                                 |  | $                              | (3,394   | )                            |  | $                             | (842    | )                                |  | $      | 6,615  |   |  | $      | 7,477  |   |
| State                                   |  |                           | (923     | )                            |  |                          | (103    | )                                |  |   | 360    |   |  |   | 406    |   |
| Foreign                                 |  |                           | 2,467    |                              |  |                          | (13     | )                                |  |   | 1,672  |   |  |   | 1,256  |   |
|                                    |  |                           | (1,850   | )                            |  |                          | (958    | )                                |  |   | 8,647  |   |  |   | 9,139  |   |
| Deferred:                               |  |                           |     |                              |  |                          |    |                                  |  |   |   |   |  |   |   |   |
| Federal                                 |  |                           | (1,560   | )                            |  |                          | (3,665  | )                                |  |   | 3,703  |   |  |   | 286    |   |
| State                                   |  |                           | 596      |                              |  |                          | (415    | )                                |  |   | 743    |   |  |   | 353    |   |
| Foreign                                 |  |                           | (141     | )                            |  |                          | — |                                  |  |   | 835    |   |  |   | 717    |   |
|                                    |  |                           | (1,105   | )                            |  |                          | (4,080  | )                                |  |   | 5,281  |   |  |   | 1,356  |   |
|                                    |  | $                              | (2,955   | )                            |  | $                             | (5,038  | )                                |  | $      | 13,928 |   |  | $      | 10,495 |   |
|                                         |

Thereported income tax provisions differ from the amount based on UnitedStates federal income tax rates asfollows:

|                                                 |  |                                |         |                                   |  |                               |         |                                       |  |        |         |        |  |        |         |         |  |  |
|-------------------------------------------------|--|--------------------------------|---------|-----------------------------------|--|-------------------------------|---------|---------------------------------------|--|--------|---------|--------|--|--------|---------|---------|--|--|
|                                            |  |                           |         |                              |  | PredecessorCompany I          |
|                                            |  | Fiscalyearended October1, 2005 |         | PeriodendedSeptember 25,2004 |  | PeriodendedJune 27, 2004 |         | FiscalyearendedSeptember 27,2003 |
| Statutoryfederal income tax (benefit)expense    |  | $                              | (43,572 | )                            |  | $                             | (4,372  | )                                |  | $      | 11,658  |   |  | $      | 9,435   |    |
| Non-deductiblegoodwill impairmentloss           |  |                           | 40,715  |                              |  |                          | — |                                  |  |   | — |   |  |   | — |    |
| Stateincome tax expense (net of federalbenefit) |  |                           | (710    | )                            |  |                          | (342    | )                                |  |   | 717     |   |  |   | 517     |    |
| Nondeductibleother                              |  |                           | (20     | )                            |  |                          | 22      |                                  |  |   | — |   |  |   | 50      |    |
| Foreignincome taxdifferential                   |  |                           | (177    | )                            |  |                          | — |                                  |  |   | 908     |   |  |   | (128    | )  |
| Valuationallowance                              |  |                           | 750     |                              |  |                          | — |                                  |  |   | — |   |  |   | — |    |
| Other                                           |  |                           | 59      |                              |  |                          | (346    | )                                |  |   | 645     |   |  |   | 621     |    |
|                                            |  | $                              | (2,955  | )                            |  | $                             | (5,038  | )                                |  | $      | 13,928  |   |  | $      | 10,495  |    |
|                                                 |

51

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

The following table sets forth the taxeffects of temporary differences that give rise to significant portionsof the deferred tax assets andliabilities:

|                                                                   |  |               |         |                        |  |        |         |         |  |  |
|-------------------------------------------------------------------|--|---------------|---------|------------------------|--|--------|---------|---------|--|--|
|                                                              |  | October1,2005 |         | September 25,2004 |
| Deferredtax assets:                                               |  |          |    |                   |  |   |    |    |
| Accountsreceivable                                                |  | $             | 279     |                   |  | $      | 1,814   |    |
| Inventories                                                       |  |          | 2,037   |                   |  |   | 2,696   |    |
| Accruedliabilities and restructuringexpenses                      |  |          | 8,559   |                   |  |   | 8,551   |    |
| Othercurrentitems                                                 |  |          | 241     |                   |  |   | — |    |
| Othernon-currentitems                                             |  |          | 327     |                   |  |   | 64      |    |
| Pension                                                           |  |          | 5,131   |                   |  |   | — |    |
| Totaldeferred taxassets                                           |  |          | 16,574  |                   |  |   | 13,125  |    |
| Deferredtax liabilities:                                          |  |          |    |                   |  |   |    |    |
| Plant andequipment, principally due to differences indepreciation |  |          | 10,378  |                   |  |   | 12,433  |    |
| Pensions                                                          |  |          | 611     |                   |  |   | — |    |
| Intangibleassets                                                  |  |          | 22,764  |                   |  |   | 19,975  |    |
| Derivativefinancialinstruments                                    |  |          | 421     |                   |  |   | — |    |
| Othercurrentitems                                                 |  |          | — |                   |  |   | 1,387   |    |
| Othernon-currentitems                                             |  |          | — |                   |  |   | 953     |    |
| Totaldeferred taxliabilities                                      |  |          | 34,174  |                   |  |   | 34,748  |    |
| Netdeferred taxliabilities                                        |  | $             | (17,600 | )                 |  | $      | (21,623 | )  |
|                                                                   |

Duringthe fiscal year ended October 1, 2005, the period endedSeptember 25, 2004, the period ended June 27, 2004 andthe fiscal year ended September 27, 2003, the Company paidincome taxes of $1,014, $1, $8,743 and $7,153, respectively.

Effective for the fiscal year ended October 1, 2005, noprovision had been made for U.S. federal and state income taxes onapproximately $7,363 of foreign earnings, which are expected to bereinvested outside of the United Sates indefinitely. Upon distributionof those earnings in the form of dividends or otherwise, the Companywould be subject to U.S. income taxes (subject to an adjustment forforeign tax credits), state income taxes and withholding taxes tovarious foreign countries. Determination of the amount of unrecognizeddeferred U.S. income tax liability is not practicable because of thecomplexities associated with its hypotheticalcalculation.

|           |                   |
|-----------|-------------------|
| 10.  | Debt Arrangements |

OnJune 28, 2004, in conjunction with the acquisition of theCompany, Ames True Temper, Inc. entered into a $215,000 Senior SecuredCredit Facility and issued $150,000 of Senior Subordinated Notes inorder to finance the acquisition, repay the Company’soutstanding debt and pay related fees and expenses. The Senior SecuredCredit Facility consisted of a $75,000 revolving credit facility and a$140,000 term loan B. On January 14, 2005, Ames True Temper, Inc.completed the offering of $150,000 Senior Floating Rate Notes due 2012.The proceeds of this offering were used by the Company to repay theentire balance of Term Loan B, which amounted to $139,300.Additionally, the proceeds were used to pay transaction fees and repaya portion of the revolving credit facility. As a result of thetransaction, the Company recorded a charge of $4,102 to interestexpense to write-off the portion of prepaid bank fees related to TermLoan B.

Senior Secured Credit Facility

The initial$215,000 Senior Secured Credit Facility is with a syndicate of banksled by Bank of America, N.A. This senior credit facility consisted of a$75,000 revolving credit facility and a $140,000 

52

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

term loan B. The term loan B was fullyrepaid on January 14, 2005. The revolving credit facility includes a$15,000 subfacility for letters of credit and a $15,000 subfacility forswing-line loans. As of October 1, 2005 and September 25, 2004,$0 and $6,300 were outstanding under our revolving credit facility,respectively. Additionally, the credit agreement allows for theissuance of letters of credit in accordance with certain terms andconditions as defined in the agreement.

On January 14,2005, simultaneously with the completion of the offering of the SeniorFloating Rate Notes, Ames True Temper, Inc. entered into Amendment No.1 to the Loan Agreements (‘‘Amendment No.1’’). Pursuant to Amendment No.1, availability under theCredit Agreement is restricted to the lesser of $75,000 and theborrowing base amount, which is equal to (a) 85% of the amountof eligible receivables, plus (b) the lower of (i) 55% of thecost or fair market value of eligible inventory and (ii) if aninventory appraisal has been performed, 80% of the orderlyliquidation value of the Company’s inventory, plus (c) apercentage of eligible equipment or real property determined by Bank ofAmerica, N.A., as administrative agent, and not objected to by therequired lenders.

As of October 1, 2005, the revolvingcredit facility had a borrowing base of $74,418. The Company hadletters of credit outstanding totaling $1,410 and $960 at October 1,2005 and September 25, 2004, respectively. The total amountavailable under the revolving credit facility at October 1, 2005 andSeptember 25, 2004 was $73,008 and $67,740,respectively.

The revolving credit facility will mature onJune 28, 2010. The term loan B was subject to quarterlyamortization of principal, to be payable in an amount equal to $350, or0.25% of $140,000 (the initial aggregate term loan B advance)for each of the first 27 quarters following the funding of the termloan B and the remaining sum of $130,550, or 93.25% of theinitial aggregate advances, at maturity.

Advances underthe revolving credit facility may be made, on a revolving basis, up tothe full amount of the revolving credit facility (subject to compliancewith clean-down requirements requiring the aggregate amount outstandingunder the revolving credit facility to be maintained at $25,000, notincluding outstanding unfunded letters of credit, for at least 10 daysduring each consecutive 15 month period) and letters of credit may beissued up to the sublimit for letters of credit. The Company hascomplied with this clean-down requirement during the thirteen-weeksended September 25, 2004. The Senior Secured Credit Facilitycontains various affirmative and negative covenants customary forsimilar credit facilities (subject to customary exceptions and certainexisting obligations and liabilities), including, but not limited to,restrictions on: liens; debt (with exceptions); loans, acquisitions,joint ventures and other investments; mergers and consolidations,sales, transfers and other dispositions of property or assets;dividends, distributions, redemptions and other restricted payments;changes in the nature of the Company’s business; transactionswith affiliates; prepayment, redemption or repurchase of certain debt;and capital expenditures. In addition, the Senior Secured CreditFacility requires that the Company meet certain financial covenanttests, including, without limitation, maintenance of a minimum fixedcharge coverage ratio and a minimum consolidated EBITDA. As of October1, 2005, the Company was in compliance with the debt covenants underthe Senior Secured Credit Facility.

The applicableinterest rate (i) in the case of Term Loan B, was equal to LIBOR plus2.75% per annum for Eurodollar Rate Loans and Prime plus1.75% per annum for Base Rate Loans and (ii) in the case of therevolving loan facility, swing line loans and letters of credit, theinterest rate is LIBOR plus 3.00% for Eurodollar Rate Loans andPrime plus 2.00% per annum for Base Rate Loans based on theCompany’s consolidated leverage ratio in accordance with theCredit Agreement. As of September 25, 2004, the weighted averageinterest rate for the Term Loan B was 4.7% and for the revolverwas 6.1%. Annual commitment fees are 0.50% of the unusedportion of the revolving loan facility.

Senior SubordinatedNotes

Ames True Temper, Inc. issued $150,000 of10% Senior Subordinated Notes due 2012 on June 28, 2004.The notes are unsecured, unsubordinated obligations of Ames TrueTemper, Inc. and will rank 

53

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

behind all of its existing and future seniordebt, including borrowings under the Senior Secured Credit Facility andeffectively behind all of the existing and future liabilities of thesubsidiaries of Ames True Temper, Inc., including trade payables. Thesenotes will rank equally with any future senior subordinated debt andahead of any future debt that expressly provides for its subordinationto the notes. ATT Holding Co. guarantees the notes on a seniorsubordinated basis. This guarantee will rank behind all existing andfuture senior debt of ATT Holding Co, including the guarantee of theSenior Secured Credit Facility, equal to all future senior subordinatedindebtedness and ahead of a future debt that expressly provides that itis subordinated to the guarantee.

Senior Floating RateNotes

On January 14, 2005, Ames True Temper, Inc.completed the offering of $150,000 Senior Floating Rate Notes due 2012.The Senior Floating Rate Notes, issued at a 0.5% discount, bearinterest at a floating rate per annum, reset quarterly, equal to LIBORplus 4%, which was 7.60% at October 1, 2005. The SeniorFloating Rate Notes pay interest quarterly in cash in arrears onJanuary 15, April 15, July 15 and October 15 of each year. The SeniorFloating Rate Notes mature on January 15, 2012, unless earlier redeemedor repurchased, and are subject to the terms and conditions set forthin the Indenture. The Company guarantees the Senior Floating RateNotes.

The Senior Floating Rate Notes are unsecured,unsubordinated obligations of Ames True Temper, Inc. They areeffectively subordinated to all existing and future secured debt, tothe extent of the assets securing such debt, including borrowings underthe Senior Secured Credit Facility, pari passu with all future seniorunsecured indebtedness, senior in right of payment to all existing andfuture senior subordinated debt, including the Senior SubordinatedNotes, and effectively behind all of the existing and futureliabilities of Ames True Temper Inc.’s subsidiaries, includingtrade payables.

Term Note

On July 19, 2005, theCompany entered into a $2,700 Term Note, Loan and Security Agreementand Subordination Agreement with a Lender. This note is payable onmonthly installments over five years. The interest rate per annum isequal to 2.5% and secured by certain collateral, which wasagreed to by the Administrative Agent of the Senior Secured CreditFacility. Under the terms of this note, the Company is required tocreate 108 jobs at the new manufacturing facility in Pennsylvaniawithin three years of the completion of the facility. The Term Notecontains customary events of default (subject to customary exceptions,thresholds and grace periods), including, without limitation:nonpayment of principal, interest, fees and failure to perform orobserve certain covenants. As of October 1, 2005 the Company was incompliance with these covenants.

54

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

Total indebtedness is asfollows:

|                                         |  |                |         |                   |  |        |         |         |  |  |
|-----------------------------------------|--|----------------|---------|-------------------|--|--------|---------|---------|--|--|
|                                    |  | October1, 2005 |         | September 25,2004 |
| Senior Secured CreditFacility:          |  |           |    |              |  |   |    |    |
| Revolving loanfacility, expires2010     |  | $              | — |              |  | $      | 6,300   |    |
| TermLoan B, due2011                     |  |           | — |              |  |   | 140,000 |    |
| Term Note due2010                       |  |           | 2,618   |              |  |   | — |    |
| Senior FloatingRate Notes due2012       |  |           | 150,000 |              |  |   | — |    |
| 10%Senior Subordinated Notes due2012    |  |           | 150,000 |              |  |   | 150,000 |    |
| Totaldebt                               |  |           | 302,618 |              |  |   | 296,300 |    |
| Less short-termrevolving loanfacilities |  |           | — |              |  |   | (6,300  | )  |
| Currentportion of long-termdebt         |  |           | (515    | )            |  |   | (1,400  | )  |
| Less unaccreteddiscount                 |  |           | (670    | )            |  |   | — |    |
| Long-termdebt                           |  | $              | 301,433 |              |  | $      | 288,600 |    |
|                                         |

Interestpayments were approximately $24,642, $2,004, $7,229 and $9,800 for thefiscal year ended October 1, 2005, the periods endedSeptember 25, 2004 and June 27, 2004 and the fiscal yearended September 27, 2003, respectively.

|           |                   |
|-----------|-------------------|
| 11.  | LeaseArrangements |

The Company leases certain distribution andproduction facilities, machinery, computer hardware, computer software,office equipment, and vehicles under lease arrangements of varyingterms. The most significant lease commitments involve distribution andproduction facilities with lease terms of up to 17years.

Rental expense for operating leases was $10,714,$2,496, $6,748 and $8,898 for the fiscal year ended October 1, 2005,the period ended September 25, 2004, the period endedJune 27, 2004 and the fiscal year ended September 27,2003, respectively.

Future minimum rental commitmentsunder noncancelable operating leases as of October 1, 2005 are asfollows:

|                            |  |        |        |        |  |  |
|----------------------------|--|--------|--------|--------|--|--|
| 2006                       |  | $      | 8,049  |   |
| 2007                       |  |   | 8,105  |   |
| 2008                       |  |   | 7,950  |   |
| 2009                       |  |   | 7,936  |   |
| 2010                       |  |   | 7,457  |   |
| Thereafter                 |  |   | 60,158 |   |
| Totalminimum leasepayments |  | $      | 99,655 |   |
|                            |

|           |                                          |
|-----------|------------------------------------------|
| 12.  | Pensionand Other Postretirement Benefits |

The Company andPredecessor Company I have three noncontributory defined benefitplans covering substantially all of its United States employees. Thebenefits under these plans are based primarily on years of creditedservice and compensation as defined under the respective planprovisions. The Company’s funding policy is to contributeamounts to the plans sufficient to meet the minimum fundingrequirements set forth in the Employee Retirement Income Security Actof 1974, plus such amounts as the Company may determine to beappropriate from time to time. Effective September 1, 2003, theRetirement Plan for Hourly Paid Employees of the Kane, Pennsylvaniaplant and the Retirement Plan for Hourly Paid Employees of Ames TrueTemper, Inc. Elyria Plant were merged 

55

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

into the Ames True Temper, Inc. PensionPlan. The Company also sponsors the Supplemental Executive RetirementPlan, which is a nonqualified, unfunded plan designed to providecertain senior executives defined pension benefits in excess of thelimits defined under Sections 415 and 401(a)(17) of the InternalRevenue Code. The Company also provides healthcare and life insurancebenefits for certain groups of retirees through several plans. Thebenefits are at fixed amounts per retiree and are partiallycontributory by the retiree.

The following table providesa reconciliation of changes in the projected benefit obligation, fairvalue of plan assets and the funded status of the Company’sU.S. qualified defined-benefit pension (valuation dates June 30,2005 and June 26, 2004), non-qualified defined-benefit pension,and postretirement benefit plans with the amounts recognized in theCompany’s consolidated balance sheets at October 1, 2005 andSeptember 25,2004:

|                                                                 |  |                 |         |                   |  |                     |         |                |  |                  |         |                     |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------------------------------|--|-----------------|---------|-------------------|--|---------------------|---------|----------------|--|------------------|---------|---------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                            |  | PensionBenefits |         | OtherBenefits     |
|                                                            |  |            |         |              |  | PredecessorCompanyI |         |           |  |             |         | PredecessorCompanyI |
|                                                            |  | October1,2005   |         | September 25,2004 |  | June27,2004         |         | October 1,2005 |  | September25,2004 |         | June27,2004         |
| **Changein projected benefitobligation**                        |  |            |    |              |  |                |    |           |  |             |    |                |  |   |    |    |  |   |    |    |  |   |    |    |
| Benefitobligation at beginning ofperiod                         |  | $               | 106,492 |              |  | $                   | 99,667  |           |  | $                | 89,213  |                |  | $      | 2,464   |    |  | $      | 2,602   |    |  | $      | 2,395   |    |
| Servicecost,net                                                 |  |            | 2,518   |              |  |                | 629     |           |  |             | 1,730   |                |  |   | 23      |    |  |   | 6       |    |  |   | 19      |    |
| Interestcost                                                    |  |            | 6,050   |              |  |                | 1,512   |           |  |             | 4,391   |                |  |   | 148     |    |  |   | 37      |    |  |   | 116     |    |
| Curtailment,purchaseaccounting                                  |  |            | 798     |              |  |                | 6,825   |           |  |             | — |                |  |   | 393     |    |  |   | — |    |  |   | — |    |
| Assumptionchanges                                               |  |            | 17,034  |              |  |                | — |           |  |             | 5,192   |                |  |   | 298     |    |  |   | — |    |  |   | 124     |    |
| Actuarialloss(gain)                                             |  |            | 1,644   |              |  |                | (2,141  | )         |  |             | 4,358   |                |  |   | (111    | )  |  |   | (145    | )  |  |   | — |    |
| Benefitspaid                                                    |  |            | (5,895  | )            |  |                | — |           |  |             | (5,217  | )              |  |   | (187    | )  |  |   | (36     | )  |  |   | (52     | )  |
| Benefitobligation at end ofperiod                               |  | $               | 128,641 |              |  | $                   | 106,492 |           |  | $                | 99,667  |                |  | $      | 3,028   |    |  | $      | 2,464   |    |  | $      | 2,602   |    |
| **Changein fair value of planassets**                           |  |            |    |              |  |                |    |           |  |             |    |                |  |   |    |    |  |   |    |    |  |   |    |    |
| Fairvalue at beginning ofperiod                                 |  | $               | 104,719 |              |  | $                   | 104,719 |           |  | $                | 94,641  |                |  | $      | — |    |  | $      | — |    |  | $      | — |    |
| Actualreturn on planassets                                      |  |            | 10,432  |              |  |                | — |           |  |             | 15,633  |                |  |   | — |    |  |   | — |    |  |   | — |    |
| Employercontributions                                           |  |            | — |              |  |                | — |           |  |             | 23      |                |  |   | 187     |    |  |   | 36      |    |  |   | 52      |    |
| Benefitspaid                                                    |  |            | (5,895  | )            |  |                | — |           |  |             | (5,217  | )              |  |   | (187    | )  |  |   | (36     | )  |  |   | (52     | )  |
| Planexpenses                                                    |  |            | (584    | )            |  |                | — |           |  |             | (361    | )              |  |   | — |    |  |   | — |    |  |   | — |    |
| Fairvalue at end ofperiod                                       |  | $               | 108,672 |              |  | $                   | 104,719 |           |  | $                | 104,719 |                |  | $      | — |    |  | $      | — |    |  | $      | — |    |
| **Fundedstatus ofplan**                                         |  |            |    |              |  |                |    |           |  |             |    |                |  |   |    |    |  |   |    |    |  |   |    |    |
| Planassets in excess of (less than) projected benefitobligation |  | $               | (19,969 | )            |  | $                   | (1,773  | )         |  | $                | 5,052   |                |  | $      | (3,028  | )  |  | $      | (2,464  | )  |  | $      | (2,602  | )  |
| Unrecognizedprior servicecost                                   |  |            | — |              |  |                | — |           |  |             | 32      |                |  |   | — |    |  |   | — |    |  |   | — |    |
| Unrecognizednet (gain)loss                                      |  |            | 19,521  |              |  |                | 2,095   |           |  |             | 16,594  |                |  |   | 42      |    |  |   | (145    | )  |  |   | 138     |    |
| Netamountrecognized                                             |  | $               | (448    | )            |  | $                   | 322     |           |  | $                | 21,678  |                |  | $      | (2,986  | )  |  | $      | (2,609  | )  |  | $      | (2,464  | )  |
|                                                                 |

56

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

|                                                  |  |                 |         |                   |  |                     |         |                |  |                  |        |                     |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|--------------------------------------------------|--|-----------------|---------|-------------------|--|---------------------|---------|----------------|--|------------------|--------|---------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                             |  | PensionBenefits |         | OtherBenefits     |
|                                             |  |            |         |              |  | PredecessorCompanyI |         |           |  |             |        | PredecessorCompanyI |
|                                             |  | October1,2005   |         | September 25,2004 |  | June27,2004         |         | October 1,2005 |  | September25,2004 |        | June27,2004         |
| **Amountsrecognized in balance sheet consistof** |  |            |    |              |  |                |    |           |  |             |   |                |  |   |    |    |  |   |    |    |  |   |    |    |
| Prepaidbenefitcost                               |  | $               | — |              |  | $                   | 599     |           |  | $                | 21,825 |                |  | $      | — |    |  | $      | — |    |  | $      | — |    |
| Accruedbenefitliability                          |  |            | (13,788 | )            |  |                | (277    | )         |  |             | (258   | )              |  |   | (2,986  | )  |  |   | (2,609  | )  |  |   | (2,464  | )  |
| Intangibleasset                                  |  |            | — |              |  |                | — |           |  |             | 32     |                |  |   | — |    |  |   | — |    |  |   | — |    |
| Accumulatedother comprehensiveincome             |  |            | 13,340  |              |  |                | — |           |  |             | 79     |                |  |   | — |    |  |   | — |    |  |   | — |    |
| Netamountrecognized                              |  | $               | (448    | )            |  | $                   | 322     |           |  | $                | 21,678 |                |  | $      | (2,986  | )  |  | $      | (2,609  | )  |  | $      | (2,464  | )  |
|                                                  |

Prepaidpension assets of $247 as of September 25, 2004 consist of: pensionasset (above) $599 and Ireland pension liability of $352. Theweighted-average assumptions used in determining the net periodicpension cost for the Company’s defined benefit and retireeplans, covering employees in the United States are presentedbelow.

|                             |  |                 |  |               |  |        |         |         |  |        |         |         |  |  |  |  |  |  |
|-----------------------------|--|-----------------|--|---------------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|
|                        |  | PensionBenefits |  | OtherBenefits |
|                        |  | 2005            |  | 2004          |  | 2005   |         | 2004    |
| Discountrate                |  | 6.25%           |  | 6.75%         |  |   | 6.25    | %  |  |   | 6.75    | %  |
| Rateof compensationincrease |  | 3.50%           |  | 4.00%         |  |   | — |    |  |   | — |    |
| Expectedreturn onassets     |  | 9.00%           |  | 9.00%         |  |   | — |    |  |   | — |    |
|                             |

Theweighted-average assumptions used in determining the plan obligationsfor the Company’s defined benefit and retiree plans, coveringemployees in the United States, at the measurement dates of June 30,2005 and June 26, 2004 are presentedbelow.

|                             |  |                 |  |               |  |        |         |         |  |        |         |         |  |  |  |  |  |  |
|-----------------------------|--|-----------------|--|---------------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|
|                        |  | PensionBenefits |  | OtherBenefits |
|                        |  | 2005            |  | 2004          |  | 2005   |         | 2004    |
| Discountrate                |  | 5.00%           |  | 6.25%         |  |   | 5.00    | %  |  |   | 6.25    | %  |
| Rateof compensationincrease |  | 2.75%           |  | 3.50%         |  |   | — |    |  |   | — |    |
|                             |

Theaccumulated benefit obligations for the Company’sU.S. defined benefit plans at the measurement dates were$122,460 at June 30, 2005 and $94,461 at June 26,2004.

Amounts recognized in the income statement consistof:

|                                  |  |                               |         |                              |  |                                 |         |                                   |  |        |         |        |  |        |         |        |  |  |
|----------------------------------|--|-------------------------------|---------|------------------------------|--|---------------------------------|---------|-----------------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                             |  | PensionBenefits               |         | OtherBenefits                |
|                             |  | FiscalyearendedOctober 1,2005 |         | PeriodendedSeptember 25,2004 |  | Fiscal yearendedOctober 1, 2005 |         | PeriodendedSeptember 25,2004 |
| Servicecost                      |  | $                             | 3,102   |                         |  | $                               | 629     |                              |  | $      | 23      |   |  | $      | 6       |   |
| Interestcost                     |  |                          | 6,050   |                         |  |                            | 1,512   |                              |  |   | 148     |   |  |   | 37      |   |
| Actual(return) on planassets     |  |                          | (10,432 | )                       |  |                            | — |                              |  |   | — |   |  |   | — |   |
| Assetgain (loss)deferred         |  |                          | 1,253   |                         |  |                            | (2,148  | )                            |  |   | — |   |  |   | — |   |
| Netperiodic benefit cost(credit) |  | $                             | (27     | )                       |  | $                               | (7      | )                            |  | $      | 171     |   |  | $      | 43      |   |
|                                  |

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ATTHolding Co.

Notes to Consolidated FinancialStatements (Continued)

|                                   |  |                         |         |                                   |  |                               |         |                                       |  |        |         |        |  |        |         |        |  |  |
|-----------------------------------|--|-------------------------|---------|-----------------------------------|--|-------------------------------|---------|---------------------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                              |  | PensionBenefits         |         | OtherBenefits                     |
|                              |  | PeriodendedJune 27,2004 |         | Fiscal yearendedSeptember27, 2003 |  | Period endedJune 27,2004 |         | FiscalyearendedSeptember 27,2003 |
| Servicecost                       |  | $                       | 2,091   |                              |  | $                             | 2,975   |                                  |  | $      | 19      |   |  | $      | 23      |   |
| Interestcost                      |  |                    | 4,391   |                              |  |                          | 6,044   |                                  |  |   | 116     |   |  |   | 165     |   |
| Actual(return) loss on planassets |  |                    | (15,633 | )                            |  |                          | (2,787  | )                                |  |   | — |   |  |   | — |   |
| Asset(loss)deferred               |  |                    | 8,825   |                              |  |                          | (6,329  | )                                |  |   | — |   |  |   | — |   |
| Amortizationof prior servicecost  |  |                    | 19      |                              |  |                          | 26      |                                  |  |   | — |   |  |   | — |   |
| Amortizationof unrecognizedloss   |  |                    | 340     |                              |  |                          | — |                                  |  |   | — |   |  |   | — |   |
| Netperiodic benefit cost(credit)  |  | $                       | 33      |                              |  | $                             | (71     | )                                |  | $      | 135     |   |  | $      | 188     |   |
|                                   |

TheCompany anticipates making contributions of $281 to its retiree planduring the fiscal year beginning on October 2, 2005. No contributionsare anticipated to be made to the U.S. defined benefit pensionplan.

The following benefit payments, which reflectexpected future service, as appropriate, are expected to be paid toparticipants in the U.S. pension and retireeplans:

|                                     |  |                 |        |                        |  |        |       |        |  |  |
|-------------------------------------|--|-----------------|--------|------------------------|--|--------|-------|--------|--|--|
|                                |  | PensionBenefits |        | PostretirementBenefits |
| 2006                                |  | $               | 7,525  |                   |  | $      | 262   |   |
| 2007                                |  |            | 7,507  |                   |  |   | 256   |   |
| 2008                                |  |            | 7,434  |                   |  |   | 247   |   |
| 2009                                |  |            | 7,406  |                   |  |   | 239   |   |
| 2010                                |  |            | 7,347  |                   |  |   | 232   |   |
| Fiveyear period beginningthereafter |  |            | 37,922 |                   |  |   | 1,064 |   |
|                                     |

TheCompany’s Irish subsidiary administers a defined benefit pensionplan. The following table provides a reconciliation of changes in theprojected benefit obligation, fair value of plan assets and the fundedstatus of this pension plan. The measurement dates were September 30,2005 and June 26, 2004.

58

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ATTHolding Co.

Notes to Consolidated FinancialStatements(continued)

|                                                    |  |               |         |                   |  |                     |         |         |  |        |         |         |  |  |
|----------------------------------------------------|--|---------------|---------|-------------------|--|---------------------|---------|---------|--|--------|---------|---------|--|--|
|                                               |  |          |         |              |  | PredecessorCompanyI |
|                                               |  | October1,2005 |         | September 25,2004 |  | June27,2004         |
| **Change in projected benefitobligation**          |  |          |    |              |  |                |    |    |  |   |    |    |
| Benefitobligation at beginning ofperiod            |  | $             | 5,558   |              |  | $                   | 5,512   |    |  | $      | 4,643   |    |
| Servicecost,net                                    |  |          | 268     |              |  |                | 45      |    |  |   | 133     |    |
| Interestcost                                       |  |          | 299     |              |  |                | 72      |    |  |   | 202     |    |
| Assumptionchanges                                  |  |          | 1,522   |              |  |                | — |    |  |   | 191     |    |
| Actuarialloss(gain)                                |  |          | 530     |              |  |                | 50      |    |  |   | (126    | )  |
| Benefitspaid                                       |  |          | (339    | )            |  |                | (167    | )  |  |   | (72     | )  |
| Effectof foreigncurrency                           |  |          | (228    | )            |  |                | 46      |    |  |   | 541     |    |
| Benefitobligation at end ofperiod                  |  | $             | 7,610   |              |  | $                   | 5,558   |    |  | $      | 5,512   |    |
| **Changein fair value of planassets**              |  |          |    |              |  |                |    |    |  |   |    |    |
| Fair value atbeginning ofperiod                    |  | $             | 5,017   |              |  | $                   | 4,975   |    |  | $      | 4,085   |    |
| Actualreturn on planassets                         |  |          | 1,152   |              |  |                | 133     |    |  |   | 366     |    |
| Employercontributions                              |  |          | 101     |              |  |                | 29      |    |  |   | 102     |    |
| Planparticipants’contributions               |  |          | 24      |              |  |                | 5       |    |  |   | 18      |    |
| Benefitspaid                                       |  |          | (339    | )            |  |                | (167    | )  |  |   | (72     | )  |
| Effectof foreigncurrency                           |  |          | (147    | )            |  |                | 42      |    |  |   | 476     |    |
| Fairvalue at end ofperiod                          |  | $             | 5,808   |              |  | $                   | 5,017   |    |  | $      | 4,975   |    |
| **Fundedstatus of plan**                           |  |          |    |              |  |                |    |    |  |   |    |    |
| Planassets (less than) projected benefitobligation |  | $             | (1,802  | )            |  | $                   | (541    | )  |  | $      | (537    | )  |
| Unrecognizednetloss                                |  |          | 1,457   |              |  |                | 189     |    |  |   | 1,483   |    |
| Netamountrecognized                                |  | $             | (345    | )            |  | $                   | (352    | )  |  | $      | 946     |    |
| **Amountsrecognized in balance sheet consistof**   |  |          |    |              |  |                |    |    |  |   |    |    |
| Prepaid benefitcost                                |  | $             | — |              |  | $                   | — |    |  | $      | 946     |    |
| Accruedbenefitliability                            |  |          | (507    | )            |  |                | (352    | )  |  |   | — |    |
| Accumulatedother comprehensiveincome               |  |          | 162     |              |  |                | — |    |  |   | — |    |
| Netamountrecognized                                |  | $             | (345    | )            |  | $                   | (352    | )  |  | $      | 946     |    |
|                                                    |

Theweighted-average assumptions used in determining the net periodicpension cost for the Irish pension plan are presentedbelow.

|                             |  |       |  |       |  |  |  |  |  |  |
|-----------------------------|--|-------|--|-------|--|--|--|--|--|--|
|                        |  | 2005  |  | 2004  |
| Discountrate                |  | 5.00% |  | 5.25% |
| Rateof compensationincrease |  | 3.75% |  | 3.75% |
| Expectedreturn onassets     |  | 6.50% |  | 6.50% |
|                             |

Theweighted-average assumptions used in determining the plan obligationsfor the Irish pension plan are listed below.

59

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ATTHolding Co.

Notes to Consolidated FinancialStatements(continued)

|                             |  |       |  |       |  |  |  |  |  |  |
|-----------------------------|--|-------|--|-------|--|--|--|--|--|--|
|                        |  | 2005  |  | 2004  |
| Discountrate                |  | 4.00% |  | 5.25% |
| Rateof compensationincrease |  | 3.75% |  | 3.75% |
|                             |

Atthe measurement date of September 30, 2005, the accumulated benefitobligation was $6,255.

Amounts recognized in the incomestatement consistof:

|                              |  |                               |        |                              |  |                         |      |         |  |        |      |         |  |  |
|------------------------------|--|-------------------------------|--------|------------------------------|--|-------------------------|------|---------|--|--------|------|---------|--|--|
|                         |  |                          |        |                         |  | PredecessorCompanyI     |
|                         |  | FiscalyearendedOctober 1,2005 |        | PeriodendedSeptember 25,2004 |  | Period endedJune27,2004 |
| Servicecost                  |  | $                             | 243    |                         |  | $                       | 39   |    |  | $      | 115  |    |
| Interestcost                 |  |                          | 299    |                         |  |                    | 72   |    |  |   | 202  |    |
| Actual(return) on planassets |  |                          | (1,152 | )                       |  |                    | (133 | )  |  |   | (365 | )  |
| Assetgaindeferred            |  |                          | 812    |                         |  |                    | 53   |    |  |   | 144  |    |
| Netperiodic benefitcost      |  | $                             | 202    |                         |  | $                       | 31   |    |  | $      | 96   |    |
|                              |

Netperiodic pension cost for the fiscal year ended September 27,2003 was $130.

The Irish subsidiary anticipates makingcontributions of $346 to the plan during the fiscal year beginning onOctober 2, 2005.

The following benefit payments, whichreflect expected future service, as appropriate, are expected to bepaid to planparticipants:

|                                     |  |        |       |        |  |  |
|-------------------------------------|--|--------|-------|--------|--|--|
| 2006                                |  | $      | 147   |   |
| 2007                                |  |   | 162   |   |
| 2008                                |  |   | 172   |   |
| 2009                                |  |   | 184   |   |
| 2010                                |  |   | 219   |   |
| Fiveyear period beginningthereafter |  |   | 1,802 |   |
|                                     |

The tables aboveset forth the historical components of net periodic pension cost and areconciliation of the funded status of the pension and otherpostretirement benefit plans for the employees associated with theCompany and are not necessarily indicative of the amounts to berecognized by the Company on a prospective basis.

Theassets of the Ames True Temper, Inc. Pension Plan are invested andmanaged by Mellon Bank, which acts as both trustee and administrator.The Ames True Temper Benefits Committee meets quarterly to reviewcurrent investment policy and to monitor Mellon Bank’s fundperformance. The assets of the plan are invested in a manner consistentwith the Fiduciary Standards of the Employee Retirement Income SecurityAct of 1974. Investment strategy is based on a rolling time horizon ofthree to five years. The investment objective is to achieve the highestpossible return commensurate with the assumed level of risk. Based onkey characteristics such as work force growth, plan maturity, andassets vs. liabilities, a slightly conservative to normal riskportfolio asset mix structure has been adopted.

The assetallocations attributable to the Company’s U.S. pensionplan at June 30, 2005 and the target allocation of plan assetsfor the period beginning July 1, 2005, by asset category, are asfollows (as permitted by SFAS No. 132 (revised 2003),Employers’ Disclosures about Pensions and OtherPostretirement Benefits—an amendment of FASB StatementsNo. 87, 88, and 106, the Company has deferred reporting ofthis information for its Irish pension plan assets):

60

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ATTHolding Co.

Notes to Consolidated FinancialStatements(continued)

|                               |  |                              |  |                                |  |  |  |  |  |  |
|-------------------------------|--|------------------------------|--|--------------------------------|--|--|--|--|--|--|
|                          |  | TargetAllocationJune30, 2005 |  | Percentage ofAssets July1,2005 |
| Domestic equitysecurities     |  | 65%                          |  | 65%                            |
| Fixedincomesecurities         |  | 30%                          |  | 30%                            |
| Internationalequitysecurities |  | 5%                           |  | 5%                             |
|                               |

TheCompany has a defined contribution savings plan that coverssubstantially all of its eligible U.S. employees. The purpose ofthe plan is generally to provide additional financial security toemployees during retirement. Participants in the savings plan may electto contribute, on a pre-tax basis, a certain percent of their annualearnings with the Company matching a portion of these contributions.Expenses under the plan related to the Company’s matchingcontribution were $522, $121, $353 and $479 for the fiscal year endedOctober 1, 2005, the periods ended September 25, 2004 andJune 27, 2004 and the fiscal year ended September 27,2003, respectively.

The Company’s Canadiansubsidiary, Garant Inc., operates a group-registered retirement savingsplan. The Company matches 50% of nonunion employeecontributions, up to 3% of an employee’s base salary. Theexpenses related to the plan for the Company for the fiscal year endedOctober 1, 2005, the periods ended September 25, 2004 andJune 27, 2004 and the fiscal year ended September 27,2004 were $80, $21, $40 and $66,respectively.

|           |                           |
|-----------|---------------------------|
| 13.  | Stockholders’Equity |

On June 28, 2004, CHATT HoldingsInc. purchased 726,556 shares of Class A Common Stock, 124,859 warrantsto purchase shares of Class A Common Stock, 267,448 shares of Class BCommon Stock and 62,495 shares of Series A Preferred Stock, whichconstituted all of the outstanding securities of ATT Holding Co. Therewere no changes to the legal composition of these equity securities.The number of authorized shares of ATT Holding Co. remained unchangedas a result of the sale of the Company.

Series A PreferredStock

The Company is authorized to issue 100,000 sharesof Series A Preferred Stock at a par value of $0.0001. There were62,495 shares issued and outstanding as of October 1, 2005 andSeptember 25, 2004. Dividends on each share of the Series APreferred Stock were accrued on a daily basis at the rate of 10%per annum of the Liquidation Value thereof plus all accumulated andunpaid dividends thereon from and including the date of issuance ofsuch share to and including the first to occur of (i)  the dateon which the Liquidation Value of such share (plus all accrued andunpaid dividends thereon) is paid to the holder thereof in connectionwith the liquidation of the Company or the redemption of such share bythe Company or (ii) the date on which such share is otherwise acquiredby the Company. Predecessor Company I had $16,925 accumulatedand unpaid dividends as of June 27, 2004, which were paid out onJune 28, 2004, the day of sale. The Company had $8,296 and$1,577 accumulated, unrecorded and unpaid dividends as of October 1,2005 and September 25, 2004, respectively.

Upon anyliquidation, dissolution or winding up of the Company, each holder ofSeries A Preferred Stock shall be entitled to be paid, before anydistribution or payment is made upon any Junior Securities, an amountin cash equal to the aggregate Liquidation Value of all shares held bysuch holder plus all accrued and unpaid dividends thereon, and theholders of Series A Preferred Stock shall not be entitled to anyfurther payment. The aggregate Liquidation Preference was $62,495 as ofJune 27, 2004, which was purchased by the buyer onJune 28, 2004, the day of sale. The aggregate LiquidationPreference was $62,495 as of October 1, 2005 and September 25,2004, which excludes any accumulated dividends. The Series A PreferredStock has no voting rights.

61

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ATTHolding Co.

Notes to Consolidated FinancialStatements(continued)

Class A and B CommonStock

The Company is authorized to issue 1,600,000 sharesof Class A Common Stock at a par value of $0.0001. There were 726,556shares issued and outstanding as of October 1, 2005 andSeptember 25, 2004.

The Company is authorized toissue 300,000 shares of Class B Common Stock at a par value of $0.0001.There were 267,448 shares issued and outstanding as of October 1, 2005and September 25, 2004.

Class A Common Stock andClass B Common Stock shall be entitled to one vote for each share. Withrespect to the election of the Board of Directors, the holders ofshares of Class B Common Stock shall have that number of votes equal tothe lesser of (i) the number of shares outstanding or (ii)29.99% of the voting power of the Company. With respect to theelection of the Board of Directors, the holders of shares of CommonStock excluding Class B Common Stock shall have the number of votesequal to the greater of (i) the number of shares outstanding or (ii)70.01% of the voting power of theCompany.

Warrants

In conjunction with the issuanceof $47,000 Senior Subordinated Notes on January 14, 2002, PredecessorCompany I issued warrants to purchase 124,859 shares of Class ACommon Stock at a price equal to $.01 per share. The warrants wereexercisable at any time prior to January 13, 2010. In connectionwith the sale of the Predecessor Company I, CHATT Holdings Inc.purchased the warrants to purchase Class A Common Stock onJune 28, 2004. These warrants were outstanding at October 1,2005 and September 25, 2004.

|           |                    |
|-----------|--------------------|
| 14.  | SegmentInformation |

The Company’s operations areclassified into one business segment. These operations are conductedprimarily in the United States, and to a lesser extent, in Canada andIreland. The following table presents certain data by geographicareas:

|                                      |  |                    |         |          |  |                           |         |        |  |        |          |         |  |  |
|--------------------------------------|--|--------------------|---------|----------|--|---------------------------|---------|--------|--|--------|----------|---------|--|--|
|                                 |  | IdentifiableAssets |         | NetSales |  | EarningsBeforeIncomeTaxes |
| **Fiscal year ended October 1,2005** |  |               |    |     |  |                      |    |   |  |   |     |    |
| UnitedStates                         |  | $                  | 327,234 |     |  | $                         | 382,980 |   |  | $      | (110,556 | )  |
| Europe                               |  |               | 5,868   |     |  |                      | 6,730   |   |  |   | 11       |    |
| Canada                               |  |               | 45,491  |     |  |                      | 60,894  |   |  |   | (17,610  | )  |
| Total                                |  | $                  | 378,593 |     |  | $                         | 450,604 |   |  | $      | (128,155 | )  |
|                                      |

|                                        |  |                        |         |               |  |                               |        |        |  |        |         |         |  |  |
|----------------------------------------|--|------------------------|---------|---------------|--|-------------------------------|--------|--------|--|--------|---------|---------|--|--|
|                                   |  | **IdentifiableAssets** |         | **Net Sales** |  | **EarningsBeforeIncomeTaxes** |
| **Period endedSeptember 25,2004** |  |                   |    |          |  |                          |   |   |  |   |    |    |
| UnitedStates                           |  | $                      | 410,801 |          |  | $                             | 71,054 |   |  | $      | (12,981 | )  |
| Europe                                 |  |                   | 6,432   |          |  |                          | 1,833  |   |  |   | 1       |    |
| Canada                                 |  |                   | 66,004  |          |  |                          | 10,157 |   |  |   | 122     |    |
| Total                                  |  | $                      | 483,237 |          |  | $                             | 83,044 |   |  | $      | (12,858 | )  |
|                                        |

62

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ATTHolding Co.

Notes to Consolidated FinancialStatements(continued)

|                                             |  |                        |         |               |  |                           |         |        |  |        |        |        |  |  |
|---------------------------------------------|--|------------------------|---------|---------------|--|---------------------------|---------|--------|--|--------|--------|--------|--|--|
|                                        |  | **IdentifiableAssets** |         | **Net Sales** |  | EarningsBeforeIncomeTaxes |
| **Predecessor CompanyI**                    |  |                   |    |          |  |                      |    |   |  |   |   |   |
| **Period endedJune 27,2004**           |  |                   |    |          |  |                      |    |   |  |   |   |   |
| UnitedStates                                |  | $                      | 251,205 |          |  | $                         | 307,465 |   |  | $      | 27,482 |   |
| Europe                                      |  |                   | 5,919   |          |  |                      | 5,405   |   |  |   | 347    |   |
| Canada                                      |  |                   | 22,787  |          |  |                      | 42,573  |   |  |   | 5,480  |   |
| Total                                       |  | $                      | 279,911 |          |  | $                         | 355,443 |   |  | $      | 33,309 |   |
| **Fiscalyear ended September 27,2003** |  |                   |    |          |  |                      |    |   |  |   |   |   |
| UnitedStates                                |  | $                      | 200,317 |          |  | $                         | 360,213 |   |  | $      | 20,991 |   |
| Europe                                      |  |                   | 5,200   |          |  |                      | 6,741   |   |  |   | 785    |   |
| Canada                                      |  |                   | 22,564  |          |  |                      | 40,472  |   |  |   | 5,284  |   |
| Total                                       |  | $                      | 228,081 |          |  | $                         | 407,426 |   |  | $      | 27,060 |   |
|                                             |

|           |                       |
|-----------|-----------------------|
| 15.  | Other(Income) Expense |

Other (income) expense consists of thefollowing:

|                            |  |                                  |         |                              |  |                           |         |                                  |  |        |         |        |  |        |        |         |  |  |
|----------------------------|--|----------------------------------|---------|------------------------------|--|---------------------------|---------|----------------------------------|--|--------|---------|--------|--|--------|--------|---------|--|--|
|                       |  |                             |         |                         |  | PredecessorCompany I      |
|                       |  | Fiscal yearended October 1, 2005 |         | Period endedSeptember25,2004 |  | Period endedJune 27, 2004 |         | FiscalyearendedSeptember 27,2003 |
| Foreignexchange (gain)loss |  | $                                | (46     | )                       |  | $                         | (82     | )                           |  | $      | 71      |   |  | $      | (935   | )  |
| Anti-dumpingduties         |  |                             | — |                         |  |                      | — |                             |  |   | — |   |  |   | (74    | )  |
| Other                      |  |                             | (40     | )                       |  |                      | 46      |                             |  |   | 128     |   |  |   | (56    | )  |
| Total                      |  | $                                | (86     | )                       |  | $                         | (36     | )                           |  | $      | 199     |   |  | $      | (1,065 | )  |
|                            |

|           |                           |
|-----------|---------------------------|
| 16.  | RelatedParty Transactions |

The Company entered into a managementagreement with Castle Harlan, Inc., an affiliate of a shareholder, toprovide business and organizational strategy, financial and investmentmanagement, advisory, merchant and investment banking services to theCompany. The Company paid $3,186 at the closing of the acquisition ofPredecessor Company I in connection with one-time transaction servicesin connection with the acquisition. During the fiscal year endedOctober 1, 2005 and the period ended September 25, 2004, the Companyrecorded expenses of $1,526 and $362, respectively for the annualmanagement fee plus expenses, which is payable quarterly in advance inaccordance with the management agreement.

Wind PointPartners, a shareholder of Predecessor Company I, provided certainmanagement services to Predecessor Company I. Fees incurred for theperiod ended June 27, 2004 and the fiscal year ended September 27, 2003were $606 and $819, respectively.

|           |                              |
|-----------|------------------------------|
| 17.  | Commitments andContingencies |

The Company is involved in lawsuits andclaims, including certain environmental matters, arising out of thenormal course of its business. In the opinion of management, theultimate amount of liability, if any, under pending litigation will nothave a material adverse effect on the Company’s financialposition, results of operations or cash flows.

TheCompany has future minimum purchase obligations and royalty paymentsunder certain supply contracts associated with its operations. Thefuture minimum purchases under this contract as of October 1, 2005 areas follows: $4,335 for 2006; $1,772 for 2007 and $1,772 for2008.

63

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ATTHolding Co.

Notes to Consolidated FinancialStatements(continued)

|           |                |
|-----------|----------------|
| 18.  | SpecialCharges |

During the period ended June 27, 2004, theCompany incurred non-capitalizable transaction expenses of $799 relatedto the sale of the Company. The Company incurred $797 in medicalexpenses during the fiscal year ended September 27, 2003, as aresult of an insurance company’s refusal to provide stop losscoverage.

|           |                  |
|-----------|------------------|
| 19.  | Subsequent Event |

On December1, 2005, Ames True Temper, Inc. entered into Amendment No. 2 of theCredit Agreement dated June 28, 2004. This amendment temporarilyreduces the minimum Consolidated EBITDA requirement for the fourquarters ending December 31, 2005 and April 1, 2006 to $36,000 and$38,000, respectively. Commencing with the Company’s thirdquarter ending July 1, 2006, the minimum Consolidated EBITDA willresume at the $41,000 level. This amendment also provides for certainexclusions of capital expenditures and expenses for covenant compliancepurposes.

64

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|               |                                                                                    |
|---------------|------------------------------------------------------------------------------------|
| Item 9.  | CHANGES IN ANDDISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE |

None

|               |                         |
|---------------|-------------------------|
| Item9A.  | CONTROLS AND PROCEDURES |

Under thesupervision and with the participation of management, including ourprincipal executive officer and principal financial officer, we haveevaluated the effectiveness of the design and operation of ourdisclosure controls and procedures as of the end of the period coveredby this report, and based on their evaluation, the principal executiveofficer and principal financial officer have concluded that thesecontrols and procedures are effective. There were no significantchanges in internal controls or in other factors that couldsignificantly affect these controls subsequent to the date of theirevaluation.

|                |                  |
|----------------|------------------|
| Item 9B.  | OTHERINFORMATION |

None

65

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PARTIII

|                |                                                   |
|----------------|---------------------------------------------------|
| Item 10.  | DIRECTORS AND EXECUTIVEOFFICERS OF THE REGISTRANT |

The following table sets forthcertain information regarding our board of directors, the board ofdirectors of our parent, the board of directors of the buyer and theboard of directors of the buyer parent. In addition, the table setsforth information regarding our executive officers and certain of ourother senior officers. Richard Dell is the sole member of our, ourparent’s and the buyer’s board ofdirectors.

|                     |  |        |    |          |  |                                                                                                                                                                                                |  |  |  |  |
|---------------------|--|--------|----|----------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Name                |  | Age    |    | Position |
| RichardDell         |  |   | 59 |     |  | Presidentand Chief Executive Officer; Member of our board of directors, theboard of directors of our parent, the board of directors of the buyerand the board of directors of the buyer parent |
| DuaneGreenly        |  |   | 55 |     |  | Chief OperatingOfficer                                                                                                                                                                         |
| Geoff Brownrigg     |  |   | 42 |     |  | VicePresident, Marketing                                                                                                                                                                       |
| JosephWersosky      |  |   | 47 |     |  | Vice President, NationalSales                                                                                                                                                                  |
| Christopher Frew    |  |   | 40 |     |  | VicePresident, Wholesale, Industrial and InternationalSales                                                                                                                                    |
| Jean Gaudreault     |  |   | 49 |     |  | Presidentand General Manager, Garant (Canada)                                                                                                                                                  |
| TomO’Connor   |  |   | 59 |     |  | Managing Director, True Temper Ltd.(Ireland)                                                                                                                                                   |
| Chris Ebling        |  |   | 54 |     |  | VicePresident, Human Resources                                                                                                                                                                 |
| DavidAvery          |  |   | 46 |     |  | Vice President,Manufacturing                                                                                                                                                                   |
| WilliamKley         |  |   | 58 |     |  | Director of Materials                                                                                                                                                                          |
| EricJ. Aumen        |  |   | 29 |     |  | Director, Investor Relations and PublicReporting                                                                                                                                               |
| Troy W. Bryce       |  |   | 37 |     |  | ChiefAccounting Officer                                                                                                                                                                        |
| ChristopherKline    |  |   | 36 |     |  | Director, InformationTechnology                                                                                                                                                                |
| Denise Z.MacIvor    |  |   | 45 |     |  | Director, Corporate Services, Treasury andRisk Management                                                                                                                                      |
| John K.Castle       |  |   | 65 |     |  | Member of the board of directors of the buyerparent                                                                                                                                            |
| Justin B. Wender    |  |   | 36 |     |  | Member ofthe board of directors of the buyer parent                                                                                                                                            |
| WilliamM. Pruellage |  |   | 32 |     |  | Member of the board of directors of thebuyer parent                                                                                                                                            |
| John E.Morningstar  |  |   | 29 |     |  | Member of the board of directors of thebuyer parent                                                                                                                                            |
| Robert Elman        |  |   | 66 |     |  | Memberof the board of directors of the buyer parent                                                                                                                                            |
| EdwardLeBlanc       |  |   | 59 |     |  | Member of the board of directors of thebuyer parent                                                                                                                                            |
| Kenneth Roman       |  |   | 74 |     |  | Memberof the board of directors of the buyerparent                                                                                                                                             |
|                     |

Richard Dell has been our Presidentand Chief Executive Officer and a member of our board of directorssince acquiring us, in partnership with Duane Greenly and Wind PointPartners, in January 2002 and he has been a member of the board ofdirectors of the buyer parent since June 1, 2004. Prior to hisemployment by our company, he served 27 years with Newell Rubbermaidwhere he began in Sales and Marketing and became President of twodifferent divisions. Prior to leaving Newell Rubbermaid, Mr. Dell wasGroup President. Mr. Dell serves on the board of directors of GanderMountain Company.

Duane Greenly has been our ChiefOperating Officer since acquiring us, in partnership with Richard Delland Wind Point Partners, in January 2002. From 1998 through 2001, Mr.Greenly was President and CEO of Barry Controls, which served theretail, industrial, and OEM markets. From 1996 through 1998, he wasPresident of Morgan Manufacturing. Mr. Greenly has held numerouspositions with Newell Rubbermaid, and was most recently BusinessManager – Window Hardware. Mr. Greenly also held engineering,product development, and operational roles with BF Goodrich andMilliken Textiles.

Geoff Brownrigg is our Vice President,Marketing. He joined the Company in February 2005. Prior thereto, from1999 to 2004, Mr. Brownrigg held various progressively responsiblepositions with Huffy Corporation, most recently as President &General Manager of Huffy Service Solutions (HSS). 

66

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Before joining HSS, Mr. Brownrigg was VicePresident, Sales & Marketing for True Temper Hardware (TTH) priorto the sale of TTH to US Industries. Prior to joining TTH in 1998, Mr.Brownrigg was Vice President, Sales &

Marketing withThe Cambridge Towel Corporation. Mr. Brownrigg began his career withThe Canadian Coleman Company and subsequently at Black & DeckerCanada where he held progressively responsible sales management rolesin their housewares and power tool groups.

Joseph Wersoskyhas been our Vice President, National Sales since 1999. Mr. Wersoskyjoined Garant in 1986, before it was purchased by Ames in 1991. Duringhis time with us, he has served as Director of Sales − The HomeDepot and General Sales Manager for the SouthernRegion.

Christopher Frew is the Vice President, Wholesale,Industrial and International Sales. Mr. Frew joined True Temper in 1995as a Sales Manager, and has served with us as a Director of Sales,Sales Manager in the Northeast, and International SalesManager.

Jean Gaudreault has been the President andGeneral Manager of Garant Canada since 1996. From 1991 to 1996, Mr.Gaudreault was part owner of Venmar Ventilation where he held theposition of Vice President, Sales & Marketing until the company wassold. From 1980 to 1991, Mr. Gaudreault served in various positionswith Denco Canada, including the last two years with Denco SA inFrance, where he held the position of General Manger, responsible forthe restructuring of operations in France.

ThomasO’Connor has been the Managing Director of True Temper Ltd.,Ireland since July 2005. Mr. O’Connor joined the True Temper Ltdin 1985 and served in various sales and marketing functions mostrecently as Sales and Marketing Director. Prior to joining True TemperLtd., Mr. O’Connor served 10 years with I. S. Varian & Co.Ltd. Dublin, Ireland in Sales and 6 years with Polycell ProductsLtd. United Kingdom.

Chris Ebling has been our VicePresident, Human Resources since the merger of Ames and True Temper in2001. Mr. Ebling joined True Temper in 1986 in the role of EmployeeRelations Representative and progressed through several roles beforebecoming Vice President of Human Resources in 1992. Prior to joiningTrue Temper, Mr. Ebling served in various human resource positions withPullman Standard, Capital Products and DonleeIndustries.

David Avery has been our Vice President,Manufacturing since 2002. Mr. Avery joined True Temper Hardware in 1994as plant manager of the Camp Hill facility. Mr. Avery moved up in theorganization taking on successively larger roles including Director ofManufacturing and, after the merger, Vice President of Operations forthe entire corporation. Prior to joining us, Mr. Avery served withFrito-Lay from 1981 to 1992 and Huffy Bicycle from 1992 to1993.

William Kley has been the Director of Materialssince 2003. From 2000 to 2002, Mr. Kley was Director of Global SupplyChain Management for Southco. Mr. Kley served as Vice President ofLogistics for the Kendall Division of Tyco International from 1995 to1999. From 1993 to 1994, he served as Director of Materials Managementfor Sara Lee’s Aris Isotoner Division and from 1986 to 1993 wasDirector of Logistics for Philips Electronics’ LightingDivision. Mr. Kley started his career in manufacturing and distributionwith Johnson & Johnson.

Eric J. Aumen became ourDirector, Investor Relations and Public Reporting in November 2004. Mr.Aumen joined our company in April 2004 as SEC Reporting Manager. From1998 to 2004, Mr. Aumen worked in various accounting roles at Deloitte& Touche LLP in the Baltimore, MD/Washington D.C. practice, mostrecently as Manager, Audit Services. Mr. Aumen is a licensed CPA inPennsylvania.

Troy W. Bryce joined our company as ChiefAccounting Officer in December 2004. Prior to joining us, Mr. Bryceheld various positions with Corning Incorporated from 1999 to 2004,most recently as Director of Global Finance for the worldwide frequencycontrol business. Prior to Corning, he held positions of increasingresponsibility in accounting and finance with Snyders of Hanover, Inc.and Cardinal Technologies, Inc. He started his career as an auditorwith Ernst & Young LLP. Mr. Bryce is a licensed CPA inPennsylvania.

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Christopher Kline became ourDirector of Information Technology in 2001. Mr. Kline joined the TrueTemper Application Development team in 1995, and performed variousInformation Technology related job functions prior to becoming Directorof Information Technology. From 1992 to 1995, Mr. Kline served withPerdue Farms and from 1990 to 1992 with IBM in several businessapplication development and support roles.

Denise Z.MacIvor became our Director, Corporate Services, Treasury and RiskManagement in December 2004. Ms. MacIvor joined our company in 2001 asTreasurer. Prior to joining our company, Ms. MacIvor served as theAssistant Treasurer for Metrocall, Inc. from 1997 to 1999 and invarious treasury and finance functions at Mercedes-Benz of NorthAmerica, Inc., most recently as Assistant Treasurer.

John K.Castle is a member of the board of the directors of the buyerparent. Mr. Castle is Chairman and Chief Executive Officer of CastleHarlan. Prior to forming Castle Harlan in 1987, Mr. Castle wasPresident and Chief Executive Officer of Donaldson, Lufkin &Jenrette, Inc., one of the nation’s leading investment bankingfirms. At that time, he also served as a director of the Equitable LifeAssurance Society of the U.S. Mr. Castle is a board member of TheRestaurant Company, Advanced Accessory Systems, LLC, WilshireRestaurant Group, Inc., Morton’s Restaurant Group, Inc., HorizonLines, Inc. and various private equity companies. Mr. Castle has alsobeen elected to serve as a Life Member of the Massachusetts Instituteof Technology. He has served for twenty-two years as a trustee of NewYork Medical College, including eleven of those years as Chairman ofthe Board. He is a member of the Board of the Whitehead Institute forBiomedical Research, and was Founding Chairman of the Whitehead Boardof Associates. He is also a member of The New York PresbyterianHospital Board of Trustees and Former Chairman of theColumbia-Presbyterian Health Sciences Advisory Council. Mr. Castlereceived his bachelor’s degree from the Massachusetts Instituteof Technology, his MBA as a Baker Scholar with High Distinction fromHarvard, and two Honorary Doctorate degrees of Humane Letters.

Justin B. Wender is a member of the board of directors of thebuyer parent.  Mr. Wender is the Chief Investment Officer and aSenior Managing Director of Castle Harlan, Inc. Prior to joiningCastle Harlan in 1993, Mr. Wender worked in the Corporate Finance Groupof Merrill Lynch & Co., where he assisted clients with a variety ofcorporate finance matters. He is a board member of McCormick& Schmick’s Seafood Restaurants, Inc., Morton’sRestaurant Group, Caribbean Restaurants and Polypipe Building ProductsLimited. In addition, he currently serves as Chair of theInternational Center for the Disabled, is Trustee of Carleton Collegeand a Board Member of the Pew Center on Global ClimateChange. Mr. Wender is a Cum Laude graduate of Carleton Collegewith a B.A. in Political Science and has his M.B.A. from the WhartonSchool of the University of Pennsylvania.

William M.Pruellage is a member of the board of directors of the buyerparent. Mr. Pruellage is a Managing Director of Castle Harlan, Inc. Mr.Pruellage is also a board member of Universal Compression, Inc.,Advanced Accessory Systems, LLC and Wilshire Restaurant Group, Inc.Prior to joining Castle Harlan in July 1997, Mr. Pruellage worked inthe Mergers & Acquisitions group of Merrill Lynch & Co., wherehe assisted clients in strategic planning and corporate mergers. Mr.Pruellage is a Summa Cum Laude graduate of GeorgetownUniversity.

John E. Morningstar is a member of theboard of directors of the buyer parent. Mr. Morningstar is a VicePresident of Castle Harlan, Inc. Mr. Morningstar is also a board memberof Associated Packaging Technologies, Inc. and Polypipe BuildingProducts Limited. Prior to joining Castle Harlan in July 2000,Mr. Morningstar worked in the Retail Investment Banking department ofMerrill Lynch & Co., where he assisted clients with corporatefinance matters and strategic mergers. Mr. Morningstar receivedhis B.S. from the University of Virginia and holds an M.B.A. from theWharton School of the University of Pennsylvania.

RobertElman is a member of the board of directors of the buyer parent.Mr. Elman served as Chairman and Chief Executive Officer of DESAInternational from its formation in 1985 until his retirement in 1999.Mr. Elman, in a leveraged buyout, co-founded DESA Industries in 1969.In 1975, AMCA International acquired DESA Industries and he became aSenior Group Vice President 

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responsible for the Consumer, Automotiveproducts, Aerospace and Food Packaging Divisions. Prior to joiningDESA, Mr. Elman worked with ITT corp. and Singer Company in variousmanagement positions in the United States and Europe. He received hisBachelor’s Degree in Mechanical Engineering from RensselaerPolytechnic Institute and his M.B.A. from Harvard BusinessSchool.

Edward LeBlanc is a member of the board ofdirectors of the buyer parent. Mr. LeBlanc has been President,Residential and Commercial Division of Kidde, Inc. since 2000. Mr.LeBlanc served as President and CEO of Regent Lighting Corporation from1997 until 2000. Prior to joining Regent, Mr. LeBlanc held a number ofpositions with Macklanburg-Duncan over a 16-year period includingPresident and Chief Operating Officer.

Kenneth Roman is amember of the board of directors of the buyer parent. Mr. Roman wasExecutive Vice President of American Express from 1989 to 1991. Mr.Roman spent 26 years with Ogilvy & Mather Worldwide (and itsparent, The Ogilvy Group). Mr. Roman was Chairman and Chief ExecutiveOfficer of The Ogilvy Group from 1988 to 1989, Chairman of Ogilvy &Mather Worldwide from 1985 to 1989. Mr. Roman has served on a dozencorporate boards – including Compaq Computer, Brunswick Corp. andGartner Inc. Mr. Roman is a member of the board of directors ofAmerican Achievement Corp. and Adventis Corp.

Audit CommitteeFinancial Expert

The audit committee of CHATT Holding LLC, thebuyer parent of ATT Holding Co., which we refer to as the AuditCommittee, effectively functions as our audit committee. The AuditCommittee consists of Edward LeBlanc (Chairman), Robert Elman and JohnMorningstar. The Audit Committee of CHATT Holding LLC has determinedthat Mr. LeBlanc is considered an ‘‘audit committeefinancial expert’’, as defined in Section 401 (h) ofRegulation S-K. The Audit Committee has not determined that Mr. LeBlancqualifies as ‘‘independent’’ as defined inthe listing standards of the New York Stock Exchange.

Code ofEthics

The Audit Committee of CHATT Holdings LLC, the buyerparent of ATT Holding Co. has adopted a ‘‘code ofethics’’ applicable to Ames True Temper, Inc. and itsaffiliates. The Audit Committee has established a hotline where, on aconfidential basis, anyone with concerns involving internal controls,accounting or auditing matters, can contact a third-party law firmwithout screening or review by management. A copy of the code of ethicswas included as exhibit 14 of the fiscal 2004 Form 10-K and isincorporated by reference in this Form 10-K.

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|                |                       |
|----------------|-----------------------|
| Item 11.  | EXECUTIVECOMPENSATION |

The following table sets forth informationregarding compensation for the last three fiscal years awarded to,earned by or paid to our chief executive officer and our other fourmost highly compensated executive officers at the end of fiscal2005:

|                                     |  |                    |      |                       |  |          |         |                           |  |                            |         |        |  |        |         |        |  |        |         |        |  |  |
|-------------------------------------|--|--------------------|------|-----------------------|--|----------|---------|---------------------------|--|----------------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                |  | AnnualCompensation |      | Long-TermCompensation |  |     |
| Nameand Principal Position          |  | Year               |      | Salary ($)            |  | Bonus($) |         | RestrictedStockAwards ($) |  | AllOtherCompensation(1)($) |
| RichardDell                         |  |               | 2005 |                  |  |     | 459,768 |                      |  |                       | — |   |  |   | — |   |  |   | 6,300   |   |
| Presidentand Chief ExecutiveOfficer |  |               | 2004 |                  |  |     | 448,053 |                      |  |                       | 223,961 |   |  |   | — |   |  |   | — |   |
|                                |  |               | 2003 |                  |  |     | 432,471 |                      |  |                       | 145,606 |   |  |   | — |   |  |   | — |   |
| DuaneGreenly                        |  |               | 2005 |                  |  |     | 246,304 |                      |  |                       | — |   |  |   | — |   |  |   | 6,300   |   |
| ChiefOperatingOfficer               |  |               | 2004 |                  |  |     | 240,759 |                      |  |                       | 166,610 |   |  |   | — |   |  |   | — |   |
|                                |  |               | 2003 |                  |  |     | 231,681 |                      |  |                       | 78,003  |   |  |   | — |   |  |   | — |   |
| JeanGaudreault                      |  |               | 2005 |                  |  |     | 202,922 |                      |  |                       | 104,611 |   |  |   | — |   |  |   | 4,971   |   |
| Presidentand General Manager,Garant |  |               | 2004 |                  |  |     | 196,084 |                      |  |                       | 95,981  |   |  |   | — |   |  |   | 7,763   |   |
|                                |  |               | 2003 |                  |  |     | 188,816 |                      |  |                       | 115,282 |   |  |   | — |   |  |   | 7,233   |   |
| GeoffBrownrigg(2)                   |  |               | 2005 |                  |  |     | 160,204 |                      |  |                       | 37,000  |   |  |   | — |   |  |   | 4,250   |   |
| VicePresident,Marketing             |  |               | 2004 |                  |  |     | — |                      |  |                       | — |   |  |   | — |   |  |   | — |   |
|                                |  |               | 2003 |                  |  |     | — |                      |  |                       | — |   |  |   | — |   |  |   | — |   |
| JosephWersosky                      |  |               | 2005 |                  |  |     | 166,411 |                      |  |                       | — |   |  |   | — |   |  |   | — |   |
| VicePresident, NationalSales        |  |               | 2004 |                  |  |     | 161,876 |                      |  |                       | 37,663  |   |  |   | — |   |  |   | — |   |
|                                |  |               | 2003 |                  |  |     | 157,301 |                      |  |                       | 28,316  |   |  |   | — |   |  |   | — |   |
|                                     |

|  |
|--|
|  |  |
|  |

|     |                                                                      |
|-----|----------------------------------------------------------------------|
| (1) | AllOther Compensation includes car allowances for certainexecutives. |

|     |                                                   |
|-----|---------------------------------------------------|
| (2) | Mr. Brownrigg joined ourcompany in February 2005. |

Compensation ofDirectors

Board members who are not employees of Ames TrueTemper or Castle Harlan receive an annual retainer of $35,000. Allmembers of our and our parents’ boards of directors will bereimbursed for actual expenses incurred in connection with attendanceat meetings of the respective boards on which they serve and ofcommittees thereof.

Compensation Committee Interlocks andInsider Participation

Other than Messrs. Castle, Wender,Pruellage and Morningstar, there are no compensation committeeinterlocks (i.e., no executive officer of either the issuer or ourparent serves as a member of the board or the compensation committee ofanother entity which has an executive officer serving on the board ofeither the issuer or our parent or on the compensation committeethereof).

Employment Agreements

We have employmentagreements with Richard Dell, Duane Greenly, Jean Gaudreault, GeoffBrownrigg and Joseph Wersosky. The term of each executive’sagreement is three years and will be automatically renewed forconsecutive one-year periods, unless within 60 days prior to theexpiration of the employment term, either party to the agreementprovides notice of its election to terminate the agreement. Mr.Dell’s annual base salary is $449,904, Mr. Greenly’s is$241,020, Mr. Gaudreault’s is CDN$232,799, Mr.Brownrigg’s is $185,000, and Mr. Wersosky’s is $158,100.Their agreements provide that their base salary is subject to increasefrom time to time, solely at our discretion. During the employmentperiod, each executive is eligible to receive a cash bonus based on theachievement of 

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budgeted performance goals, as well asadditional bonuses based on the achievement of performance goals andobjectives approved by the buyer parent’s board of directors.Each executive is eligible to receive employee benefits comparable tothe benefits provided to our other senior executive officers and to thebenefits provided to him or her immediately prior to the date of his orher agreement and will be reimbursed by us for any business expensesreasonably incurred.

With respect to each of the executives, inthe event of a termination of employment by reason of death or‘‘permanent disability,’’ as defined in theagreements, by us for ‘‘due cause,’’ asdefined in the agreements, or by the executive voluntarily, we willhave no further obligation to the executive (or the executive’sestate) except for salary and benefits accrued through the terminationdate. In the case of a termination based on permanent disability, theexecutive will also be entitled to any benefits provided under ourdisability insurance policy. If the executive is terminated by uswithout due cause or if he or she terminates employment for‘‘good reason,’’ as defined in theagreements for the period specified in the applicableexecutive’s employment agreement, then the executive will beentitled to receive as severance pay his or her base salary andbenefits for the period specified in the applicable executive’semployment agreement, payable at our regular payroll intervals. If theexecutive obtains employment at any time during the severance period,our severance obligations will be reduced by the amount of compensationor benefits received by the executive under his or her new employmentarrangement. For two years after the termination of employment, eachexecutive will be subject to a non-competition and non-solicitationrestriction.

Employment Plans

RetirementPlans

Effective January 14, 2002, we established the AmesTrue Temper, Inc. Pension Plan and Trust which we refer to as thepension plan. Assets necessary to fund the pension plan weretransferred from the Lawn and Garden Pension Plan, formerly known asthe USI Group Pension Plan, which we refer to as the lawn and gardenplan, the Predecessor Company II plan in which our employeesparticipated. Accumulated years of benefit service under the lawn andgarden plan are included in the benefit formula of the pension plan,which generally covers employees who have completed either one year ofservice or one hour of service, depending upon his or her location ofemployment.

Subject to certain exceptions, most hourly employeeswill receive a pension at normal retirement age (which is generally thelater of age 65 and the completion of five years of service) equal tothe product of his or her years of benefit service and the applicablemultiplier, subject to offset in certain instances for payments thatare required by law (other than social security payments). Theapplicable multiplier is generally between $11.00 and $37.50, but willvary depending upon, among other things, the employee’s worklocation, years of benefit service and the date the employee lastworked for the company. Eligible salaried employees and certain otherhourly employees are entitled to a pension at the normal retirement ageof 65 equal to 1.20% of average monthly compensation, as definedbelow, up to the social security integration level times years ofbenefit service, plus 1.85% of average monthly compensation, inexcess of the social security integration level times years of benefitservice, up to a total of 30 years of benefit service.‘‘Average monthly compensation’’ is thehighest average monthly salary received in any 60 consecutive months inthe last 120 months. ‘‘Compensation’’includes all wages paid by us, including bonuses, severance pay up tosix months, before-tax contributions made to the Ames True Temper, Inc.Retirement Savings and Investment Plan and salary reductioncontributions to any Section 125 Plan, but excludes income realizedunder any incentive plan or stock option plan, severance pay in excessof six months, welfare benefits, accrued vacation for periods in excessof one year, moving expenses, taxable fringe benefits, reimbursementsand other expense allowances and deferred compensation. Thiscompensation is comparable to the ‘‘AnnualCompensation’’ shown in the Summary Compensation Table.After completing five years of service, an employee whose employmentwith the participating company has terminated is entitled to a benefit,as of the employee’s normal retirement date, equal to thebenefit earned to the date of termination of employment, or anactuarially reduced benefit commencing at any time after age 55 or 60,depending upon the employee’s work location, if the participantis eligible for early retirement under the pension plan. Certain deathbenefits are available to eligible surviving spouses ofparticipants.

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Since various laws and regulations setlimits on the amounts allocable to a participant under the pensionplan, we have established the Ames True Temper, Inc. SupplementalExecutive Retirement Plan, or SERP. The SERP provides retirementbenefits on an unfunded basis to Messrs. Dell, Greenly, and Reed (whosebenefits under the pension plan would be restricted by the limits) uponretirement from our company of an amount equal to the differencebetween the annual retirement benefits permitted under the pension planand the amount that would have been paid if the limitations imposedwere at a level stated in the SERP rather than the laws andregulations. The limits in the SERP are different for each participant.Benefits under the SERP generally become 100% vested after fiveyears of service, at early retirement, at normal retirement, upondeath, upon disability or upon a ‘‘change incontrol’’, as defined in the SERP.

The amounts setforth in the table are the amounts which would be paid to salariedemployees pursuant to the pension plan and the SERP (for a participantwith no additional limits in the SERP) at a participant’s normalretirement age assuming the indicated average annual compensation andthe indicated years of benefit service and assuming that the straightlife annuity form of benefit will be elected and that SERP benefitswill be paid in the form of anannuity.

|          |  |                |         |          |  |          |         |          |  |         |         |         |  |   |         |        |  |   |         |        |  |   |         |        |  |  |
|----------|--|----------------|---------|----------|--|----------|---------|----------|--|---------|---------|---------|--|---|---------|--------|--|---|---------|--------|--|---|---------|--------|--|--|
|     |  | YearsofService |
| Salary   |  | 15Years        |         | 20 Years |  | 25 Years |         | 30 Years |  | 35Years |         | 40Years |
| $125,000 |  | $              | 30,401  |     |  | $        | 40,534  |     |  | $       | 50,668  |    |  | $ | 60,801  |   |  | $ | 60,801  |   |  | $ | 60,801  |   |
| $150,000 |  | $              | 37,338  |     |  | $        | 49,784  |     |  | $       | 62,230  |    |  | $ | 74,676  |   |  | $ | 74,676  |   |  | $ | 74,676  |   |
| $175,000 |  | $              | 44,276  |     |  | $        | 59,034  |     |  | $       | 73,793  |    |  | $ | 88,551  |   |  | $ | 88,551  |   |  | $ | 88,551  |   |
| $200,000 |  | $              | 51,213  |     |  | $        | 68,284  |     |  | $       | 85,355  |    |  | $ | 102,426 |   |  | $ | 102,426 |   |  | $ | 102,426 |   |
| $225,000 |  | $              | 58,151  |     |  | $        | 77,534  |     |  | $       | 96,918  |    |  | $ | 116,301 |   |  | $ | 116,301 |   |  | $ | 116,301 |   |
| $250,000 |  | $              | 65,088  |     |  | $        | 86,784  |     |  | $       | 108,480 |    |  | $ | 130,176 |   |  | $ | 130,176 |   |  | $ | 130,176 |   |
| $300,000 |  | $              | 78,963  |     |  | $        | 105,284 |     |  | $       | 131,605 |    |  | $ | 157,926 |   |  | $ | 157,926 |   |  | $ | 157,926 |   |
| $350,000 |  | $              | 92,838  |     |  | $        | 123,784 |     |  | $       | 154,730 |    |  | $ | 185,676 |   |  | $ | 185,676 |   |  | $ | 185,676 |   |
| $400,000 |  | $              | 106,713 |     |  | $        | 142,284 |     |  | $       | 177,855 |    |  | $ | 213,426 |   |  | $ | 213,426 |   |  | $ | 213,426 |   |
| $450,000 |  | $              | 120,588 |     |  | $        | 160,784 |     |  | $       | 200,980 |    |  | $ | 241,176 |   |  | $ | 241,176 |   |  | $ | 241,176 |   |
| $500,000 |  | $              | 134,463 |     |  | $        | 179,284 |     |  | $       | 224,105 |    |  | $ | 268,926 |   |  | $ | 268,926 |   |  | $ | 268,926 |   |
| $550,000 |  | $              | 148,338 |     |  | $        | 197,784 |     |  | $       | 247,230 |    |  | $ | 296,676 |   |  | $ | 296,676 |   |  | $ | 296,676 |   |
|          |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                       |
|-----|---------------------------------------------------------------------------------------------------------------------------------------|
| (1) | AtOctober 1, 2005, Messrs. Dell, Greenly, Brownrigg, and Wersosky had3.75, 3.75, 0.58, and 6.00 years of benefit service,respectively |

|                |                                                                                              |
|----------------|----------------------------------------------------------------------------------------------|
| Item 12.  | SECURITY OWNERSHIPOF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS |

All of our issued and outstanding capital stock is heldby our parent. Our parent’s capitalization consists of 1,600,000shares of Class A Common Stock, $.0001 par value per share, 300,000shares of Class B Common Stock, $.0001 par value per share, and 100,000shares of Series A Preferred Stock, $.0001 par value per share. Ourparent (ATT Holding Co.) is a direct wholly owned subsidiary of buyer(CHATT Holdings Inc.), and buyer is a direct wholly owned subsidiary ofbuyer parent (CHATT Holdings LLC) and approximately 87% and13%, respectively, of the equity interests of buyer parent areowned by CHAMES Holdings I LLC and its affiliates (an affiliate ofCastle Harlan), and certain members of management.

The followingtable sets forth information with respect to the beneficial ownershipof buyer parent’s equity interestsby:

|  |              |                                                                                                         |
|--|--------------|---------------------------------------------------------------------------------------------------------|
|  | •  | each person who is known by us tobeneficially own 5% or more of buyer parent’s outstandingequity; |

|  |              |                                                        |
|--|--------------|--------------------------------------------------------|
|  | •  | each member of buyerparent’s board of directors; |

|  |              |                                                                                                   |
|--|--------------|---------------------------------------------------------------------------------------------------|
|  | •  | eachof our executive officers named in the table under Item 11 –Executive Compensation; and |

|  |              |                                                                                             |
|--|--------------|---------------------------------------------------------------------------------------------|
|  | •  | all membersof buyer parent’s board of directors and our executive officersas a group. |

Beneficial ownership is determined in accordance withthe rules of the SEC. Accordingly, the following table does not reflectcertain Class B management incentive units of buyer parent that are

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subject to vesting or units that have beenrepurchased from certain departed members of management. To ourknowledge, each of the holders of units of ownership interests listedbelow has sole voting and investment power as to the units owned unlessotherwise noted. The holders of Class A units will not ordinarily havethe right to vote on matters to be voted on by unitholders. Holders ofClass A and Class B units will also have different rights with respecttodistributions.

|                                                                              |  |                       |           |                                    |  |                        |       |                                    |  |        |           |        |  |        |       |         |  |  |
|------------------------------------------------------------------------------|--|-----------------------|-----------|------------------------------------|--|------------------------|-------|------------------------------------|--|--------|-----------|--------|--|--------|-------|---------|--|--|
| Nameand Address of Beneficial Owner                                          |  | Number ofClass AUnits |           | Percentage ofTotal ClassA Units(%) |  | Number ofClass B Units |       | PercentageofTotal ClassB Units (%) |
| CHAMESHoldings I LLC(1)(2)                                                   |  |                  | 961,564   |                               |  |                   | 87.22 | %                             |  |   | 965,064   |   |  |   | 87.22 | %  |
| JohnK.Castle(1)(3)                                                           |  |                  | 961,564   |                               |  |                   | 87.22 | %                             |  |   | 965,064   |   |  |   | 87.22 | %  |
| RichardDell(1)                                                               |  |                  | 60,398    |                               |  |                   | 5.48  | %                             |  |   | 60,398    |   |  |   | 5.48  | %  |
| DuaneGreenly(1)                                                              |  |                  | 22,706    |                               |  |                   | 2.06  | %                             |  |   | 22,706    |   |  |   | 2.06  | %  |
| JeanGaudreault(1)                                                            |  |                  | 4,723     |                               |  |                   |       | *                             |  |   | 4,723     |   |  |   |       | *  |
| GeoffBrownrigg(1)                                                            |  |                  | 400       |                               |  |                   |       | *                             |  |   | 400       |   |  |   |       | *  |
| JosephWersosky(1)                                                            |  |                  | 9,068     |                               |  |                   |       | *                             |  |   | 9,068     |   |  |   |       | *  |
| JustinB.Wender(1)                                                            |  |                  | 0         |                               |  |                   |       | *                             |  |   | 0         |   |  |   |       | *  |
| WilliamM.Pruellage(1)                                                        |  |                  | 0         |                               |  |                   |       | *                             |  |   | 0         |   |  |   |       | *  |
| JohnMorningstar(1)                                                           |  |                  | 0         |                               |  |                   |       | *                             |  |   | 0         |   |  |   |       | *  |
| RobertElman(1)                                                               |  |                  | 1,000     |                               |  |                   |       | *                             |  |   | 1,000     |   |  |   |       | *  |
| EdwardLeBlanc(1)                                                             |  |                  | 500       |                               |  |                   |       | *                             |  |   | 500       |   |  |   |       | *  |
| KennethRoman(1)                                                              |  |                  | 2,000     |                               |  |                   |       | *                             |  |   | 2,000     |   |  |   |       | *  |
| Alldirectors and executive officers as a group (including those listedabove) |  |                  | 1,082,193 |                               |  |                   | 98.16 | %                             |  |   | 1,082,193 |   |  |   | 98.16 | %  |
|                                                                              |

|  |
|--|
|  |  |
|  |

|   |                                                                   |
|---|-------------------------------------------------------------------|
| * | Denotesbeneficial ownership of less than 1% of the class ofunits. |

|     |                                                                                                                                                                                                                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | The address for CHP IV andMessrs. Castle, Morningstar, Pruellage and Wender is c/o Castle Harlan,Inc., 150 East 58th Street, New York, New York 10155. Theaddress for Mr. Dell, our other executive officers named in the tableand Messrs. Elman, LeBlanc and Roman is 465 Railroad Avenue, Camp Hill,Pennsylvania 17011. |

|     |                                                                                                                                                                                                                                                       |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | CHP IV is thedirect parent of CHAMES Holdings I LLC and includes units of ownershipinterests held by related entities and persons, all of which may bedeemed to be beneficially owned by CHP IV. CHP IV disclaims beneficialownership of these units. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | John K.Castle, a member of buyer parent’s board of directors, is thecontrolling stockholder of Castle Harlan Partners IV, G.P., Inc., thegeneral partner of the general partner of CHP IV, the indirect parentof the buyer parent, and as such may be deemed a beneficial owner ofthe units of the buyer parent owned by CHP IV and its affiliates. Mr.Castle disclaims beneficial ownership of all units in excess of hisproportionate partnership share of CHP IV. |

|               |                                               |
|---------------|-----------------------------------------------|
| Item13.  | CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS |

Management Agreement

On June 28, 2004, atthe closing of the acquisition, we entered into a management agreementwith Castle Harlan, Inc., as manager, under which Castle Harlanprovides business and organizational strategy, financial and investmentmanagement, advisory, merchant and investment banking services to thebuyer parent, the buyer, our parent and us. As compensation for thoseservices, we will pay to Castle Harlan (1) for services rendered duringthe first year of the term of the agreement, a management fee equal to1.5% of the aggregate equity contributions made upon closing ofthe acquisition by CHP IV and its affiliates (including their limitedpartners), payable on June 28, 2005, (2) for services rendered duringthe second year of the term of the agreement, a management fee equal to1.5% of the aggregate equity contributions made on June 28, 2004by CHP IV and its affiliates (including their limited partners),payable quarterly in advance and (3) for services rendered after thesecond full year of the agreement, an annual management fee equal to3.0% of the aggregate equity contributions made on June 28, 2004by CHP IV and its affiliates (including their limited partners),payable quarterly in advance. Under the management agreement, we willalso pay Castle Harlan, for services rendered in connection with thetransactions, a one-time transaction fee, payable on June 28, 2004,equal to 3% of the aggregate equity contributions made on June28, 2004 by CHP IV and its affiliates (including their limitedpartners). In addition, if at any time after the closing of

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the acquisition, CHP IV or its affiliates(including their limited partners) make any additional equitycontributions to any of us, our parent, the buyer or the buyer parent,we will pay Castle Harlan an annual management fee equal to 3%of each such equity contribution. We will also pay or reimburse CastleHarlan for all out-of-pocket fees and expenses incurred by CastleHarlan and any advisors, consultants, legal counsel and otherprofessionals engaged by Castle Harlan to assist in the provision ofservices under the management agreement. During fiscal 2005, werecorded expenses of $1.5 million related to Castle Harlan’sannual management fee.

The management agreement is for an initialterm expiring December 31, 2011 and is subject to renewal forconsecutive one-year terms unless terminated by Castle Harlan or usupon 90 days’ notice prior to the expiration of the initial termor any annual renewal. We also indemnify the manager, its officers,directors and affiliates from any losses or claims suffered by them asa result of services they provide us. Payment of management fees willbe subject to restrictions contained in our senior creditfacility.

Management Equity

In connection with theacquisition, certain members of management, including our executiveofficers, made an equity investment in the aggregate amount ofapproximately $14.0 million in buyer parent, through the exchange ofshares of our parent’s capital stock held by management and, ina few cases, certain members of management that did not hold equity inour parent purchased an equity interest in buyer parent for cash.During fiscal 2005, members of the board of directors of CHATT HoldingsLLC that were not employees of Ames True Temper or Castle Harlan, aswell as new or promoted members of Ames True Temper managementpurchased equity units of CHATT Holdings LLC.

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|                |                                       |
|----------------|---------------------------------------|
| Item 14.  | PRINCIPALACCOUNTANT FEES AND SERVICES |

The Audit Committee of the Board ofDirectors appointed the firm of Ernst & Young LLP, independentregistered public accounting firm(‘‘E&Y’’), to audit our books, recordsand accounts for the fiscal year ended October 1, 2005.

TheAudit Committee approves all services rendered by E&Y to us andapproves all fees paid to E&Y. The Audit Committee requires thatmanagement obtain the prior approval of the Audit Committee for allaudit and permissible non-audit services to be provided by E&Y. TheAudit Committee considers and approves anticipated audit andpermissible non-audit services to be provided by E&Y during theyear and estimated fees. The Audit Committee will not approve non-auditengagements that would violate rules of the Securities and ExchangeCommission or impair the independence of E&Y.

For the fiscalyears ended October 1, 2005 and September 25, 2004, E&Y was paidthe following fees for services providedus:

|                   |  |            |         |             |  |        |         |        |  |  |
|-------------------|--|------------|---------|-------------|--|--------|---------|--------|--|--|
|              |  | Fiscal2005 |         | Fiscal 2004 |
| Audit Fees(1)     |  | $          | 539,129 |        |  | $      | 890,705 |   |
| Audit-RelatedFees |  |       | 16,309  |        |  |   | 60,854  |   |
| Tax Fees(2)       |  |       | 27,240  |        |  |   | 37,097  |   |
| All OtherFees     |  |       | — |        |  |   | — |   |
|                   |

|  |
|--|
|  |  |
|  |

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (1) Includesfees for professional services performed by E&Y for the audit ofour annual financial statements and services that are normally providedin connection with statutory and regulatory filings or engagements.During 2005, E&Y provided certain services in connection with theoffering of our senior floating rate notes and registration statementsassociated with the aforementioned notes and the senior subordinatednotes, as well as certain services in preparation of future compliancewith section 404 of the Sarbanes-Oxley Act of 2002. During fiscal 2004,E&Y provided certain services in connection with our acquisition byaffiliates of Castle Harlan which include the following: (1) audits ofprior periods, (2) audits of companies acquired by Predecessor CompanyI, (3) comfort letters in connection with our senior subordinated notesoffering and (4)  registration statements associated with theaforementioned notes. |

|     |                                                                                                               |
|-----|---------------------------------------------------------------------------------------------------------------|
| (2) | For fiscal 2005and fiscal 2004, tax fees consist principally of fees related to taxconsulting and compliance. |

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PARTIV

|                |                                           |
|----------------|-------------------------------------------|
| Item 15.  | EXHIBITS AND FINANCIAL STATEMENTSCHEDULES |

(a) The following documents are filed as partof this Form 10-K:

1. Financial Statements:

A listof the Consolidated Financial Statements, related notes and Report ofIndependent Accountants is set forth in Item 8 of this report on Form10-K.

2. Financial Statement Schedules:

Schedule II— Valuation and Qualifying Accounts

All other schedulesfor which provision is made in the applicable accounting regulations ofthe Securities and Exchange Commission are not required under therelated instructions, are inapplicable, are not material, or theinformation called for thereby is otherwise included in the financialstatements and, therefore, have been omitted.

3. Index toExhibits:

Each management contract or compensatory plan orarrangement filed as an exhibit to this report is identified in thisindex to exhibits with a ‘‘+’’ signfollowing the exhibit number.

|               |  |                                                                                                                                                                                                                                                             |  |        |  |  |  |  |  |  |
|---------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                                                                                                                 |  |   |
| 3.1           |  | Certificateof Incorporation of Ames True Temper,Inc.                                                                                                                                                                                                        |  | A      |
| 3.2           |  | By-lawsof Ames True Temper,Inc.                                                                                                                                                                                                                             |  | A      |
| 3.3           |  | Certificate ofIncorporation of ATT HoldingCo.                                                                                                                                                                                                               |  | A      |
| 3.4           |  | By-laws of ATTHolding Co.                                                                                                                                                                                                                                   |  | A      |
| 4.1           |  | Indenturedated as of June 28, 2004 among Ames True Temper, Inc., as Issuer, ATTHolding Co., as Guarantor and The Bank of New York, asTrustee                                                                                                                |  | A      |
| 4.2           |  | Form of10% Senior Subordinated Notes due 2012 (included in Exhibit4.1)                                                                                                                                                                                      |  | A      |
| 4.3           |  | RegistrationRights Agreement, dated June 28, 2004, among Ames True Temper, Inc.,ATT Holding Co. and the InitialPurchasers                                                                                                                                   |  | A      |
| 4.4           |  | Indenture,dated as of January 14, 2005, among Ames True Temper, Inc. as Issuer,ATT Holding Co., as Guarantor and The Bank of New York, asTrustee                                                                                                            |  | C      |
| 4.5           |  | Form of SeniorFloating Rate Notes due 2012 (included in Exhibit4.4)                                                                                                                                                                                         |  | C      |
| 4.6           |  | RegistrationRights Agreement, dated January 14, 2005, among Ames True Temper, Inc.,ATT Holding Co. and the InitialPurchasers                                                                                                                                |  | C      |
| 10.1          |  | StockPurchase Agreement, dated as of June 21, 2004, by and among ATT HoldingCo., the Warrantholders of ATT Holding Co., Windpoint Investors V,L.P., as Sellers’ Representative, CHATT Holdings LLC, as BuyerParent, and CHATT Holdings Inc., asBuyer. |  | B      |
|               |

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|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |        |  |  |  |  |  |  |
|---------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |   |
| 10.2          |  | CreditAgreement, dated as of June 28, 2004, by and among Ames True Temper,Inc., ATT Holding Co., the lenders from time to time party thereto(each a ‘‘Lender’’ and collectively, the‘‘Lenders’’), Bank of America, N.A., in itscapacity as Administrative Agent, Swing Line Lender and L/C Issuer,General Electric Capital Corporation, as Documentation Agent, WachoviaBank, National Association, as Syndication Agent and Banc of AmericaSecurities LLC, as Sole Lead Arranger and Sole BookManager |  | B      |
| 10.2.1        |  | AmendmentNo. 1 to Credit Agreement, dated January 14, 2005, by and among AmesTrue Temper, Inc., ATT Holding Co., as a guarantor, the banks,financial institutions and other institutional lenders parties to theCredit Agreement dated as of June 28, 2004, and Bank of America, N.A.,as administrativeagent.                                                                                                                                                                                                                                          |  | C      |
| 10.2.2        |  | Amendment No.2 to Credit Agreement, dated December 1, 2005, by and among Ames TrueTemper, Inc., ATT Holding Co., as a guarantor, the banks, financialinstitutions and other institutional lenders parties to the CreditAgreement dated as of June 28, 2004, and Bank of America, N.A., asadministrativeagent.                                                                                                                                                                                                                                          |  | D      |
| 10.3          |  | SecurityAgreement, dated as of June 28, 2004, made by Ames True Temper, Inc.,the other persons listed on the signature pages thereof to Bank ofAmerica, N.A., as CollateralAgent                                                                                                                                                                                                                                                                                                                                                                       |  | B      |
| 10.4          |  | IntellectualProperty Security Agreement, dated June 28, 2004, made by the personslisted on the signature pages thereof in favor of Bank of America,N.A., as CollateralAgent                                                                                                                                                                                                                                                                                                                                                                            |  | B      |
| 10.5          |  | SubsidiaryGuaranty, dated as of June 28, 2004, made by the persons listed on thesignature pages thereof under the caption ‘‘SubsidiaryGuarantor’’ in favor of the SecuredParties                                                                                                                                                                                                                                                                                                                                               |  | B      |
| 10.6          |  | Charge ofShares in respect of the shares of True Temper Limited made on June 28,2004 between Ames True Temper, Inc. and Bank of America, N.A., assecuritytrustee                                                                                                                                                                                                                                                                                                                                                                                       |  | B      |
| 10.7+         |  | Amended andRestated Employment Agreement, dated June 28, 2004, between Ames TrueTemper, Inc. and Richard C.Dell                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | B      |
| 10.8+         |  | Amended andRestated Employment Agreement, dated June 28, 2004, between Ames TrueTemper, Inc. and Judy A. Schuchart                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | B      |
| 10.9+         |  | Amended and RestatedEmployment Agreement, dated June 28, 2004, between Ames True Temper,Inc. and Duane R.Greenly                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | B      |
| 10.10+        |  | Amended andRestated Employment Agreement, dated June 28, 2004, between Ames TrueTemper, Inc. and George Reed, Jr.                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | B      |
| 10.11+        |  | Amended and RestatedEmployment Agreement, dated June 28, 2004, between Ames True Temper,Inc. and JosephWersosky                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | B      |
| 10.12         |  | ManagementAgreement, dated June 28, 2004, by and among Castle Harlan, Inc., ATTHolding Co., Ames True Temper, Inc. and CHATT HoldingsInc.                                                                                                                                                                                                                                                                                                                                                                                                              |  | B      |
| 10.13+*       |  | Amended andRestated Employment Agreement, dated June 28, 2004, between Ames TrueTemper, Inc. and JeanGaudreault                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |   |
| 10.14+        |  | EmploymentAgreement, dated March 28, 2005, between Ames True Temper, Inc. andGeoff Brownrigg                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | E      |
|               |

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|               |  |                                                                                                                                                                         |  |        |  |  |  |  |  |  |
|---------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                             |  |   |
| 12.1*         |  | StatementRegarding Computation ofRatios                                                                                                                                 |  |   |
| 14.1          |  | Code ofEthics                                                                                                                                                           |  | F      |
| 21.1          |  | List ofsubsidiaries of theCompany                                                                                                                                       |  | A      |
| 31.1*         |  | Certificationof Chief Executive Officer pursuant to Section 302 of theSarbanes-Oxley Act of2002                                                                         |  |   |
| 31.2*         |  | Certification ofChief Financial Officer pursuant to Section 302 and 404 of theSarbanes-Oxley Act of2002                                                                 |  |   |
| 32.1*         |  | Certification ofChief Executive Officer pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act2002                        |  |   |
| 32.2*         |  | Certification ofChief Financial Officer pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act2002                        |  |   |
| *             |  | Filedherewith                                                                                                                                                           |  |   |
| (A)           |  | Previously filed as anexhibit to the Registrants’ Registration Statement on Form S-4(Reg. No. 333-118086) filed with the SEC on August 10,2004.                   |  |   |
| (B)           |  | Previously filed as anexhibit to Amendment No. 1 to the Registrants’ RegistrationStatement on Form S-4 (Reg. No. 333-118086) filed with the SEC onOctober 7, 2004 |  |   |
| (C)           |  | Previouslyfiled as an exhibit to the Registrant’s Current Report on Form8-K filed with the SEC on January 18,2005                                                 |  |   |
| (D)           |  | Previously filed as anexhibit to the Registrant’s Current Report on Form 8-K filedwith the SEC on December 7,2005                                                 |  |   |
| (E)           |  | Previously filed as anexhibit to the Registrant’s Current Report on Form 8-K filedwith the SEC on March 28,2005                                                   |  |   |
| (F)           |  | Previously filed as anexhibit to the Registrant’s Annual Report on Form 10-K for thefiscal year ended September 25, 2004, filed with the SEC on December23, 2004  |  |   |
|               |

(b) Reference is made toItem 15(a)(3) above.

(c) Reference is made to Item15(a)(2) above.

|  |
|--|
|  |  |
|  |

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SIGNATURES

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto dulyauthorized.

|                        |  |                                                                                                                                                                          |  |  |  |  |
|------------------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|                   |  | AmesTrue Temper, Inc.                                                                                                                                                    |
|                   |  |                                                                                                                                                                     |
| Date:December 22, 2005 |  | By: /s/ RichardDell                         |
|                   |  | RichardDell                                                                                                                                                              |
|                   |  | President and Chief ExecutiveOfficer (Authorized Signatory)                                                                                                              |
|                        |

Pursuantto the requirements of the Securities Exchange Act of 1934, this reporthas been signed below, by the following persons on behalf of theregistrant and in the capacities and on the datesindicated.

|                                                                                                                                                                                                                                                                                                                            |  |                                                                                       |  |  |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---------------------------------------------------------------------------------------|--|--|--|--|
| Signature                                                                                                                                                                                                                                                                                                                  |  | Title                                                                                 |
| /s/Richard Dell                                            RichardDell Dated: December 22,2005 |  | Director, President and ChiefExecutive Officer (Principal ExecutiveOfficer)           |
|                                                                                                                                                                                                                                                                                                                       |  |                                                                                  |
| /s/ Troy W. Bryce                                           TroyW. Bryce Dated: December 22, 2005   |  | Chief Accounting Officer(Principal Accounting Officer and Principal FinancialOfficer) |
|                                                                                                                                                                                                                                                                                                                            |

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SCHEDULE II— VALUATION AND QUALIFYING ACCOUNTS

For the Fiscal yearEnded October 1, 2005, the Periods Ended September 25, 2004 and June27, 2004 and the Fiscal Year Ended September 27, 2003. (Dollaramounts inthousands)

|                                           |  |                               |         |                                        |  |            |        |           |  |                         |        |        |  |        |        |         |  |        |        |        |  |  |
|-------------------------------------------|--|-------------------------------|---------|----------------------------------------|--|------------|--------|-----------|--|-------------------------|--------|--------|--|--------|--------|---------|--|--------|--------|--------|--|--|
| Allowancefor doubtful accounts            |  | Balance at beginning ofperiod |         | Additions charged to costs andexpenses |  | Deductions |        | Other (1) |  | Balance atend of period |
| **ATT HoldingCo.**                        |  |                          |    |                                   |  |       |   |      |  |                    |   |   |  |   |   |    |  |   |   |   |
| Fiscalyear ended October 1,2005           |  | $                             | 1,410   |                                   |  |       | (88    | )    |  |                    | 48     |   |  |   | 61     |    |  | $      | 1,335  |   |
| Periodended September 25,2004             |  |                          | — |                                   |  |       | 66     |      |  |                    | 449    |   |  |   | 1,793  |    |  |   | 1,410  |   |
| **ATTHolding Co. (Predecessor CompanyI)** |  |                          |    |                                   |  |       |   |      |  |                    |   |   |  |   |   |    |  |   |   |   |
| Periodended June 27,2004                  |  |                          | 2,091   |                                   |  |       | (95    | )    |  |                    | 50     |   |  |   | (51    | )  |  |   | 1,895  |   |
| Fiscalyear ended September 27,2003        |  |                          | 2,559   |                                   |  |       | (3     | )    |  |                    | 1,219  |   |  |   | 754    |    |  |   | 2,091  |   |
|                                           |

|                                          |  |                               |         |           |  |            |     |        |  |                         |         |        |  |        |         |        |  |   |     |        |  |  |
|------------------------------------------|--|-------------------------------|---------|-----------|--|------------|-----|--------|--|-------------------------|---------|--------|--|--------|---------|--------|--|---|-----|--------|--|--|
| Valuation allowance of deferred taxasset |  | Balance at beginning ofperiod |         | Additions |  | Deductions |     | Other  |  | Balance at end ofperiod |
| Fiscal year ended October 1,2005         |  | $                             | — |      |  |       | 750 |   |  |                    | — |   |  |   | — |   |  | $ | 750 |   |
|                                          |

|     |                                                                                       |
|-----|---------------------------------------------------------------------------------------|
| (1) | Primarilythe impact of currency changes as well as acquisitions of certainbusinesses. |

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