##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended October 3, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
to
 Commission file number 333-118086
 AMES TRUE TEMPER, INC.
 (Exact name of
registrant as specified in its charter)
 DELAWARE
    
    22-2335400(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. EmployerIdentification No.)465 Railroad Avenue, Camp Hill, Pennsylvania
    
    17011(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (717) 737-1500
 Securities registered pursuant to Section 12(b) of the Act: NONE
 Securities registered pursuant to Section 12(g) of the Act: NONE
  o þ
  o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    

Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Documents Incorporated by Reference




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AMES TRUE TEMPER, INC.
 FORM 10-K
 YEAR ENDED OCTOBER 3, 2009
 TABLE OF CONTENTS
 PART I
    
    
    
    3Item 1.
    
    BUSINESS
    
    3Item 1A.
    
    RISK FACTORS
    
    9Item 1B
    
    UNRESOLVED STAFF COMMENTS
    
    14Item 2.
    
    PROPERTIES
    
    15Item 3.
    
    LEGAL PROCEEDINGS
    
    16Item 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    16PART II
    
    
    
    17Item 5.
    
    MARKET FOR THE REGISTRANTS
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
    
    17Item 6.
    
    SELECTED FINANCIAL DATA
    
    17Item 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
    
    19Item 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    34Item 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    36Item 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
    
    78Item 9A(T).
    
    CONTROLS AND PROCEDURES
    
    78Item 9B.
    
    OTHER INFORMATION
    
    78PART III
    
    
    
    79Item 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    79Item 11.
    
    EXECUTIVE COMPENSATION
    
    83Item 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    91Item 13.
    
    CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    92Item 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    93PART IV
    
    
    
    95Item 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    95EX-12.1EX-31.1EX-31.2EX-32.1EX-32.2
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TERMS USED IN THIS FORM 10-K
  TRADEMARKS AND SERVICE MARKS
 ® ® ® ® ® ® ® ®
  FORWARD-LOOKING STATEMENTS
   2




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PART I
 
 Item 1. BUSINESS
 Our History
      General
   3




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Brands
 ® ® ® ® ® ® ®
  Products
   
    
    Long Handle Tools:A broad line of internally designed and developed long handle
tools including shovels, spades, scoops, rakes, hoes, cultivators, weeders, post hole
diggers, scrapers, edgers and forks are marketed under leading brand names including Ames,
True Temper, Jackson Professional Tools, UnionTools, Razor-Back Professional Tools,
Greenlife and Garant. We offer numerous types of heads, including poly, steel and
aluminum, and various handles manufactured from wood, steel, aluminum, engineered polymers
and fiberglass. The long handle tool line is designed to include a wide range of handle
lengths, blade sizes and various features to meet the needs of our end-users. Long handle
tools are both a manufactured and sourced product.
 
    
    Wheelbarrows:We design, develop and manufacture a full line of wheelbarrows and lawn
carts, primarily under the Ames, True Temper, Jackson Professional Tools, Razor-Back
Professional Tools, UnionTools and Garant brand names. The wheelbarrows range in size (2
cubic feet to 10 cubic feet), material (poly and steel), tray form, tire type, handle
length and color based on the needs of homeowners, landscapers and contractors. We also
source a small portion of the wheelbarrow line from third party suppliers.
 
    
    Planters and Lawn Accessories:We are a distributor of indoor and outdoor planters
and accessories mostly sold under the Dynamic Design brand name. We, along with outside
resources, design the products which are manufactured by third party suppliers. We offer
a wide range of designs and planter sizes (from 6 to 24 inches) which are available in
various colors and primarily made of resin and fiberglass. In fiscal 2009, we introduced
the Ecogardener line of planters made of approximately 90% renewable resources that are
biodegradable.
 
    
    Snow Tools:A complete line of snow tools is marketed under the Ames True Temper,
True Temper and Garant brand names. The snow tool line includes shovels, pushers, roof
rakes, sled sleighs, scoops and ice scrapers for which we internally design, develop and
manufacture. A wide range of handles and shapes made of wood, aluminum and steel are
included in the line as well as a wide range of head sizes and shapes made of poly, steel
and aluminum.
 
    
    Striking Tools:Axes, picks, mattocks, mauls, wood splitters, sledgehammers and
repair handles make up the striking tools product line. These products are marketed under
the True Temper,
 4




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Jackson Professional Tools, UnionTools, Garant and Razor-Back Professional Tools brand
names. We internally design these products which come in various sizes, forms and weighted
heads that are made of steel with wood, fiberglass or composite handles. Striking tools
are both a manufactured and sourced product.
 
    
    Pruning:Our pruning line is made up of pruners, loppers, shears and other tools
sold primarily under the Ames and True Temper brand names. We, along with outside
resources, design the products which are manufactured by third party suppliers. The
pruning tools are made of aluminum and steel blades with handles made from a variety of
materials depending upon the tool. A variety of handle sizes, lengths, cutting blade
styles and sizes and cutting capacities exist in the product line.
 
    
    Garden Hoses and Hose Reels:We offer a wide range of both manufactured and sourced
garden hoses and hose reels under the Ames and Jackson Professional Tools brand names. Our
hoses are made of rubber and vinyl and come in a variety of lengths (6 to 100 feet), uses
(both home and industrial applications) and styles (such as non-kinking and abrasion
resistant material). Our hose reels are made of resin, metal and aluminum and have a hose
capacity up to 300 feet. Both our garden hoses and hose reels are designed in house and
through outside resources.
 ®
 Customers
   October 3,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007The Home Depot
    
    
    30
    %
    
    
    31
    %
    
    
    31
    %Lowes Companies, Inc.
    
    
    20
    
    
    
    17
    
    
    
    18Ten largest customers
    
    
    74
    
    
    
    70
    
    
    
    71
  October 3,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007United States
    
    $
    361,728
    
    
    $
    403,603
    
    
    $
    421,810Canada
    
    
    85,558
    
    
    
    92,593
    
    
    
    71,005Europe
    
    
    4,905
    
    
    
    7,257
    
    
    
    7,952Total
    
    $
    452,191
    
    
    $
    503,453
    
    
    $
    500,767
 Product Development
  5




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® ® ® ® ® ®
 Sales and Marketing
    Raw Materials and Suppliers
  Competition
   6




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Distribution
   Joint Ventures
  Chengde Greenlife Houseware Co., Ltd. Joint Venture
  Fujian Greenlife Tools of Garden Co., Ltd. Joint Venture
  Dalian Greenlife Tools Co., Ltd. Joint Venture
  Intellectual Property
  Employees
  1)
    
    United Brotherhood of Carpenters and Joiners of America (UBCJ); contract expires
September, 2012,
 7




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2)
    
    United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial
and Service Workers International Union; contract expires October, 2013,
 3)
    
    International Brotherhood of Teamsters (IBT); contract expires April, 2013.
  Environmental and Other Regulations
     8




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Segment Reporting
   General Information
  
 Item 1A. RISK FACTORS
  We depend on a small number of customers for a significant portion of our business.
   9




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Our results of operations may be adversely impacted by macroeconomic events.
   Reliance on third party suppliers and manufacturers may impair our ability to meet customer
demands.
  If we are unable to obtain raw materials for our products at favorable prices it could adversely
impact our operating performance.
  10




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We are subject to risks associated with our foreign operations.
   
    
    currency exchange rate fluctuations;
    
    increases in foreign tax rates and foreign earnings potentially being subject to
withholding requirements or the imposition of tariffs, exchange controls or other
restrictions;
    
    general economic and political conditions in countries where we operate and/or sell
our products, including inflation;
    
    the difficulties associated with managing our organization spread throughout various
countries;
    
    required compliance with a variety of foreign laws and regulations; and
    
    limited protection of intellectual property in certain foreign jurisdictions.
 We are subject to risks associated with our operations in China.
   Unseasonable weather could have a negative impact on our business and financial results.
  Our lawn and garden sales are highly seasonal which could impact our cash flow and operating
results.
  11




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Our industry is highly competitive and we may not be able to compete successfully.
   Further consolidation in the retail industry may adversely affect our profitability.
  A failure to successfully introduce new products could result in a reduction in sales and floor
space at retailers that carry our products.
  The products that we manufacture could expose us to product liability claims.
   12




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Our ability to pay our debt or seek alternative financing may be adversely impacted.
  
    
    make it more difficult for us to satisfy our obligations under outstanding
indebtedness and otherwise;
    
    increase our vulnerability to general adverse economic and industry conditions;
    
    require us to dedicate a substantial portion of cash flows from operating activities
to payments on our indebtedness, which would reduce the cash flows available to fund
working capital, capital expenditures, research and development efforts and other general
corporate requirements;
    
    limit our flexibility in planning for, or reacting to, changes in our business and
the industry in which we operate;
    
    place us at a competitive disadvantage compared to our competitors that have less
debt;
    
    limit our ability to borrow additional funds; and
    
    expose us to risks inherent in interest rate fluctuations because some of our
borrowings are at variable rates of interest, which could result in higher interest
expense in the event of increases in interest rates.
   Environmental health and safety laws, ordinances and regulations impose risks and costs on us.
  13




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We depend on the service of key individuals, the loss of any of which could materially harm our
business.
  Unionized employees could strike or participate in a work stoppage.
  We may be required to record impairment charges for goodwill and indefinite-lived intangible
assets.
  We may not be able to acquire complementary lawn and garden product manufacturers or brands. In
addition, our acquisition strategy may negatively impact our operating results, divert managements
attention from operating our core business, and expose us to other risks.
  
    
    adverse short-term effects on our profitability and cash flows as a result of
integration costs;
    
    diversion of managements attention from the operation of our core business;
    
    difficulties assimilating and integrating the operations of the acquired company with
our own; and
    
    unanticipated liabilities or contingencies relating to the acquired company.
 
 Item 1B.

    UNRESOLVED STAFF COMMENTS
  14




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Item 2.
    
    PROPERTIES
    Approximate
    
    
    Owned/Location
    
    Country
    
    Square Footage
    
    
    Leased
    
    UseManufacturing/DistributionBernie, MO
    
    United States
    
    
    170,000
    
    
    Owned
    
    ManufacturingCamp Hill, PA
    
    United States
    
    
    380,000
    
    
    Leased
    
    Manufacturing, Executive OfficesCarlisle, PA
    
    United States
    
    
    1,217,000
    
    
    Leased
    
    Manufacturing, DistributionCork
    
    Ireland
    
    
    74,000
    
    
    Owned
    
    Manufacturing, DistributionFalls City, NE
    
    United States
    
    
    82,000
    
    
    Owned
    
    ManufacturingFrankfort, NY
    
    United States
    
    
    289,800
    
    
    Owned
    
    IdleHarrisburg, PA
    
    United States
    
    
    264,000
    
    
    Owned
    
    ManufacturingLewistown, PA
    
    United States
    
    
    124,400
    
    
    Leased
    
    ManufacturingLouisville, KY
    
    United States
    
    
    302,500
    
    
    Leased
    
    IdleReno, NV
    
    United States
    
    
    400,000
    
    
    Leased
    
    Manufacturing, DistributionSt. Francois, Quebec
    
    Canada
    
    
    353,000
    
    
    Owned
    
    Manufacturing, DistributionWood MillsCampaign, TN
    
    United States
    
    
    10,000
    
    
    Owned
    
    Wood ProcessingDexter City, OH
    
    United States
    
    
    12,600
    
    
    Owned
    
    Wood ProcessingFrankfort, NY
    
    United States
    
    
    13,500
    
    
    Owned
    
    IdleLebanon, KY
    
    United States
    
    
    13,500
    
    
    Owned
    
    IdleNorth Vernon, IN
    
    United States
    
    
    17,680
    
    
    Owned
    
    IdlePalmyra, ME
    
    United States
    
    
    15,000
    
    
    Owned
    
    IdlePine Valley, NY
    
    United States
    
    
    15,750
    
    
    Owned
    
    Wood ProcessingPortville, NY
    
    United States
    
    
    9,000
    
    
    Owned
    
    IdlePrinceton, KY
    
    United States
    
    
    10,000
    
    
    Owned
    
    Wood ProcessingUnadilla, NY
    
    United States
    
    
    13,000
    
    
    Owned
    
    Wood ProcessingUnion City, PA
    
    United States
    
    
    70,000
    
    
    Owned
    
    Wood ProcessingWallingford, VT
    
    United States
    
    
    93,000
    
    
    Owned
    
    Wood ProcessingWoodstock, New Brunswick
    
    Canada
    
    
    7,800
    
    
    Owned
    
    Wood ProcessingJoint VenturesHebei Province
    
    China
    
    
    600,000
    
    
    
    
    Manufacturing, DistributionFujian Province
    
    China
    
    
    180,000
    
    
    
    
    Manufacturing, DistributionLiaoning Province
    
    China
    
    
    184,000
    
    
    
    
    Manufacturing, Distribution
 15




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Item 3.
    
    LEGAL PROCEEDINGS
    
 Item 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  16




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PART II
 
 Item 5.
    
    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
  
 Item 6.
    
    SELECTED FINANCIAL DATA
   17




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(Dollars in Thousands)(1)
    
    (2)
    
    
    
    
    
    
    
    
    
    (1)Fiscal
    
    Fiscal
    
    Fiscal
    
    Fiscal
    
    FiscalYear
    
    Year
    
    Year
    
    Year
    
    YearEnded
    
    Ended
    
    Ended
    
    Ended
    
    EndedOctober 1,
    
    September 30,
    
    September 29,
    
    September 27,
    
    October 3,2005
    
    2006
    
    2007
    
    2008
    
    2009Income Statement Data:Net sales
    
    $
    450,604
    
    
    $
    483,601
    
    
    $
    500,767
    
    
    $
    503,453
    
    
    $
    452,191Gross profit
    
    
    106,060
    
    
    
    127,984
    
    
    
    121,416
    
    
    
    130,844
    
    
    
    126,272Selling, general and administrative expenses
    
    
    77,319
    
    
    
    96,593
    
    
    
    95,863
    
    
    
    96,258
    
    
    
    86,838Impairment charges (3)
    
    
    122,678
    
    
    
    6,377
    
    
    
    4,465
    
    
    
    15,783
    
    
    
    1,727Operating (loss) income
    
    
    (95,714
    )
    
    
    23,548
    
    
    
    18,293
    
    
    
    16,611
    
    
    
    35,104Interest expense
    
    
    32,527
    
    
    
    33,781
    
    
    
    36,145
    
    
    
    33,812
    
    
    
    29,708(Loss) income before income taxes
    
    
    (128,155
    )
    
    
    (4,577
    )
    
    
    (12,310
    )
    
    
    (20,276
    )
    
    
    5,920Net (loss) income
    
    
    (125,200
    )
    
    
    (4,577
    )
    
    
    (18,110
    )
    
    
    (16,422
    )
    
    
    4,557Other Data:Depreciation and amortization
    
    
    12,031
    
    
    
    13,979
    
    
    
    17,625
    
    
    
    17,131
    
    
    
    17,647Cash paid for property, plant and equipment
    
    
    11,600
    
    
    
    15,797
    
    
    
    10,861
    
    
    
    8,100
    
    
    
    6,749Ratio of earnings to fixed charges (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance Sheet Data (at end of period):Working capital
    
    
    109,610
    
    
    
    86,205
    
    
    
    74,675
    
    
    
    84,489
    
    
    
    104,441Total assets
    
    
    375,025
    
    
    
    455,779
    
    
    
    392,785
    
    
    
    373,825
    
    
    
    334,623Total debt
    
    
    301,948
    
    
    
    368,400
    
    
    
    343,688
    
    
    
    340,694
    
    
    
    317,780
 
 (1)
    
    Fiscal years ended October 1, 2005 and October 3, 2009 are 53 week periods.(2)
    
    Data includes results of Acorn and Hound Dog from April 2006 acquisition date through
end of fiscal year.(3)
    
    Impairment charges for the period ended October 1, 2005 include $119.8 million of
goodwill impairment.(4)
    
    For purposes of computing the ratio of earnings to fixed charges, earnings consist of
income (loss) before income taxes less preferred stock dividend requirements plus fixed
charges. Fixed charges consist of interest (expensed and capitalized) on all indebtedness,
plus preferred stock dividends and a proportion of rental expenses deemed to be
representative of the interest factor. The earnings were deficient to meet fixed charges by
$139.2 million, $20.3 million, $36.2 million, $53.3 million and $37.1 million for the
periods ended October 1, 2005, September 30, 2006, September 29, 2007, September 27, 2008
and October 3, 2009. See Item 7 Management Discussion and Analysis of Financial Condition
and Results of Operations and Exhibit 12.1
Computation of Ratio of Earnings to Fixed Charges for
further information on  the factors that caused a deficiency for
the period ended October 3, 2009. 18




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Item 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 Overview
  
    
    Our Business  a general description of our business and a statement of our business
objective.
    
    Critical Accounting Estimates  a discussion of accounting policies that require
critical judgments and estimates.
    
    Operations Review  an analysis of our consolidated results of operations for the
three years presented in our consolidated financial statements.
    
    Liquidity, Capital Resources and Financial Position  an analysis of cash flows;
debt and other obligations; off-balance sheet arrangements; aggregate contractual
obligations and an overview of financial position.
 Our Business
 General
      Our Objective
  Critical Accounting Estimates
  19




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
    
    Inventories
    
    Recoverability of Goodwill and Other Intangible Assets
    
    Pension Liability
    
    Income Taxes
  Inventories
  Recoverability of Goodwill and Other Intangible Assets
  Goodwill
   20




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Other Indefinite Lived Intangibles
   21




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Pension Liability
    1% Increase
    
    1% Decrease(in millions)Effect on net periodic benefit (credit) cost
    
    $
    (1.3
    )
    
    $
    1.3
 22




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1% Increase
    
    1% Decrease(in millions)Effect on net periodic benefit (credit) cost
    
    $
    (0.1
    )
    
    $
    1.0
 Income Taxes
   Recent Accounting Standards and Pronouncements
  Operations Review
 Fiscal 2009 (53 Weeks) Compared to Fiscal 2008 (52 Weeks)
 Company-Wide
  23




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(Dollars in Millions)Fiscal
    
    
    Fiscal
    
    
    Increase/(Decrease)2009
    
    
    2008
    
    
    $
    
    
    %Net sales
    
    $
    452.2
    
    
    $
    503.5
    
    
    $
    (51.3
    )
    
    
    (10.2
    )%Cost of goods sold
    
    
    325.9
    
    
    
    372.6
    
    
    
    (46.7
    )
    
    
    (12.5
    )Gross profit
    
    
    126.3
    
    
    
    130.8
    
    
    
    (4.5
    )
    
    
    (3.4
    )Gross profit percentage
    
    
    27.9
    %
    
    
    26.0
    %Selling, general and
administrative expenses
    
    
    86.8
    
    
    
    96.3
    
    
    
    (9.5
    )
    
    
    (9.9
    )Loss on disposal of fixed assets
    
    
    1.4
    
    
    
    0.8
    
    
    
    0.6
    
    
    
    75.0Amortization of intangible
assets
    
    
    1.2
    
    
    
    1.4
    
    
    
    (0.2
    )
    
    
    (14.3
    )Impairment charges
    
    
    1.7
    
    
    
    15.8
    
    
    
    (14.1
    )
    
    
    (89.2
    )Operating income
    
    
    35.1
    
    
    
    16.6
    
    
    
    18.5
    
    
    
    *Operating income percentage
    
    
    7.8
    %
    
    
    3.3
    %Interest expense
    
    
    29.7
    
    
    
    33.8
    
    
    
    (4.1
    )
    
    
    (12.1
    )Other (income) expense
    
    
    (0.5
    )
    
    
    3.1
    
    
    
    3.6
    
    
    
    *Income (loss) before income
taxes
    
    
    5.9
    
    
    
    (20.3
    )
    
    
    26.2
    
    
    
    *Income tax expense (benefit)
    
    
    1.4
    
    
    
    (3.9
    )
    
    
    5.3
    
    
    
    *Net income (loss)
    
    $
    4.6
    
    
    $
    (16.4
    )
    
    $
    21.0
    
    
    
    *
 
 *
    
    Greater than 100%.  Net Sales.
   Gross Profit.
 Selling,
General and Administrative (SG&A) Expenses.
 24




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Loss on Disposal of Fixed Assets.
 Amortization of Intangible Assets.
 Impairment charges.
 Interest Expense.
 Other (Income) Expense.
 Income Tax Expense (Benefit).
 Our Segments
  25




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##### Table of Contents



(Dollars in Millions)Fiscal
    
    
    Fiscal
    
    
    Increase/(Decrease)2009
    
    
    2008
    
    
    $
    
    
    %Net sales:United States
    
    $
    361.7
    
    
    $
    403.6
    
    
    $
    (41.9
    )
    
    
    (10.4
    )%Canada
    
    
    85.6
    
    
    
    92.6
    
    
    
    (7.0
    )
    
    
    (7.6
    )Other
    
    
    4.9
    
    
    
    7.3
    
    
    
    (2.4
    )
    
    
    (32.9
    )Net sales
    
    $
    452.2
    
    
    $
    503.5
    
    
    $
    (51.3
    )
    
    
    (10.2
    )%Operating income (loss):United States
    
    $
    25.2
    
    
    $
    3.4
    
    
    $
    21.8
    
    
    
    *Canada
    
    
    11.9
    
    
    
    13.4
    
    
    
    (1.5
    )
    
    
    (11.2
    )%Other
    
    
    (2.0
    )
    
    
    (0.1
    )
    
    
    (1.9
    )
    
    
    *Operating income
    
    $
    35.1
    
    
    $
    16.6
    
    
    $
    18.5
    
    
    
    *
 
 *
    
    Greater than 100%.  United States
 Net Sales.
 Operating income
 Canada
 Net Sales.
 Operating income.
 Other
 Net Sales.
 Operating loss.
 26




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##### Table of Contents



Fiscal 2008 (52 Weeks) Compared to Fiscal 2007 (52 Weeks)
 Company-Wide
  (Dollars in Millions)Fiscal
    
    
    Fiscal
    
    
    Increase/(Decrease)2008
    
    
    2007
    
    
    $
    
    
    %Net sales
    
    $
    503.5
    
    
    $
    500.8
    
    
    $
    2.7
    
    
    
    0.5
    %Cost of goods sold
    
    
    372.6
    
    
    
    379.4
    
    
    
    (6.8
    )
    
    
    (1.8
    )Gross profit
    
    
    130.8
    
    
    
    121.4
    
    
    
    9.4
    
    
    
    7.7Gross profit percentage
    
    
    26.0
    %
    
    
    24.2
    %Selling, general and
administrative expenses
    
    
    96.3
    
    
    
    95.9
    
    
    
    0.4
    
    
    
    0.4Loss on disposal of fixed assets
    
    
    0.8
    
    
    
    1.3
    
    
    
    (0.5
    )
    
    
    (38.5
    )Amortization of intangible
assets
    
    
    1.4
    
    
    
    1.5
    
    
    
    (0.1
    )
    
    
    (6.7
    )Impairment charges
    
    
    15.8
    
    
    
    4.5
    
    
    
    11.3
    
    
    
    *Operating income
    
    
    16.6
    
    
    
    18.3
    
    
    
    (1.7
    )
    
    
    (9.3
    )Operating income percentage
    
    
    3.3
    %
    
    
    3.7
    %Interest expense
    
    
    33.8
    
    
    
    36.1
    
    
    
    (2.3
    )
    
    
    (6.4
    )Other expense (income)
    
    
    3.1
    
    
    
    (5.5
    )
    
    
    (8.6
    )
    
    
    *Loss before income taxes
    
    
    (20.3
    )
    
    
    (12.3
    )
    
    
    (8.0
    )
    
    
    (65.0
    )Income tax (benefit) expense
    
    
    (3.9
    )
    
    
    5.8
    
    
    
    9.7
    
    
    
    *Net loss
    
    $
    (16.4
    )
    
    $
    (18.1
    )
    
    $
    (1.7
    )
    
    
    (9.4
    )%
 Net Sales.
    Gross Profit.
 27




---



##### Table of Contents



SG&A.
 Loss on Disposal of Fixed Assets.
 Amortization of Intangible Assets.
 Impairment charges.
 Interest Expense.
 Other Expense (Income).
 Income Tax (Benefit)Expense.
 Our Segments
   28




---



##### Table of Contents



(Dollars in Millions)Fiscal
    
    
    Fiscal
    
    
    Increase/(Decrease)2008
    
    
    2007
    
    
    $
    
    
    %Net sales:United States
    
    $
    403.6
    
    
    $
    421.8
    
    
    $
    (18.2
    )
    
    
    (4.3
    )%Canada
    
    
    92.6
    
    
    
    71.0
    
    
    
    21.6
    
    
    
    30.4Other
    
    
    7.3
    
    
    
    8.0
    
    
    
    (0.7
    )
    
    
    (8.8
    )Net sales
    
    $
    503.5
    
    
    $
    500.8
    
    
    $
    2.7
    
    
    
    0.5
    %Operating income (loss):United States
    
    $
    3.4
    
    
    $
    11.0
    
    
    $
    (7.6
    )
    
    
    (69.1
    )%Canada
    
    
    13.4
    
    
    
    7.2
    
    
    
    6.2
    
    
    
    86.1Other
    
    
    (0.1
    )
    
    
    0.1
    
    
    
    (0.2
    )
    
    
    *Operating income
    
    $
    16.6
    
    
    $
    18.3
    
    
    $
    (1.7
    )
    
    
    (9.3
    )%
 
 *
    
    Greater than 100%.Note: Totals may not sum due to rounding. United States
 Net Sales.
 Operating income
 Canada
 Net Sales.
 Operating income.
 Other
  Liquidity, Capital Resources and Financial Position
  29




---



##### Table of Contents



(Dollars in Millions)Fiscal
    
    
    Fiscal
    
    
    Increase/(Decrease)2009
    
    
    2008
    
    
    $
    
    
    %Net cash provided by operating activities
    
    $
    45.0
    
    
    $
    22.8
    
    
    $
    22.2
    
    
    
    97.4
    %Net cash used in investing activities
    
    
    (6.6
    )
    
    
    (7.2
    )
    
    
    0.6
    
    
    
    8.3Net cash used in financing activities
    
    
    (23.0
    )
    
    
    (3.2
    )
    
    
    (19.8
    )
    
    
    *
 (Dollars in Millions)Fiscal
    
    
    Fiscal
    
    
    Increase/(Decrease)2008
    
    
    2007
    
    
    $
    
    
    %Net cash provided by operating activities
    
    $
    22.8
    
    
    $
    30.9
    
    
    $
    (8.1
    )
    
    
    (26.2
    )%Net cash used in investing activities
    
    
    (7.2
    )
    
    
    (7.6
    )
    
    
    0.4
    
    
    
    5.3Net cash used in financing activities
    
    
    (3.2
    )
    
    
    (24.8
    )
    
    
    21.6
    
    
    
    87.1
 Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Debt and Other Obligations
  October 3
    
    
    September 27,2009
    
    
    2008Revolving Loan
    
    $
    17,500
    
    
    $
    40,010Senior Floating Rate Notes, net of unamortized
discount of $241 and $349, respectively
    
    
    149,759
    
    
    
    149,651Senior Subordinated Notes
    
    
    150,000
    
    
    
    150,000Term Note
    
    
    479
    
    
    
    1,033Capital lease obligations
    
    
    42
    
    
    
    Total debt
    
    
    317,780
    
    
    
    340,694Less:Short-term Revolving Loan
    
    
    (17,500
    )
    
    
    (40,010
    )Current portion of capital lease obligations
    
    
    (10
    )
    
    
    Current portion of long-term debt
    
    
    (479
    )
    
    
    (554
    )Long-term debt
    
    $
    299,791
    
    
    $
    300,130
 30




---



##### Table of Contents



Letters of
    
    
    (a)
    
    
    (b)Borrowing
    
    
    Credit
    
    
    Availability
    
    
    InterestMaximum
    
    
    Base as
    
    
    Outstanding
    
    
    as of
    
    
    Rate asBorrowing
    
    
    of October 3,
    
    
    as of October 3,
    
    
    October 3,
    
    
    of October
    
    
    ExpirationAmount
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    3, 2009
    
    
    DateRevolving Loan
    
    $
    130,000
    
    
    $
    69,330
    
    
    $
    2,368
    
    
    $
    49,462
    
    
    
    2.0
    %
    
    Apr 7, 2011
 (d)
    
    
    
    
    
    (e)Original
    
    (c)
    
    Interest
    
    Maturity
    
    Call OptionPrincipal
    
    Interest Rate
    
    Payments
    
    Date
    
    DateSenior Floating Rate Notes
    
    $
    150,000
    
    
    LIBOR + 4%
    
    Jan 15, Apr 15, 

Jul 15, Oct 15
    
    Jan 15, 2012
    
    Jan 15, 2007Senior Subordinated Notes
    
    
    150,000
    
    
    
    10
    %
    
    Jan 15, Jul 15
    
    Jul 15, 2012
    
    Jul 15, 2008Term Note
    
    
    2,700
    
    
    
    2.5
    %
    
    Monthly
    
    Jul 19, 2010
    
    
    n/a
 
 (a)
    
    Total amount available is limited by the amount of eligible accounts receivable,
inventory, machinery and equipment, and real estate less letters of credit outstanding.(b)
    
    The interest rate applicable to the loans under the Revolving Loan is either 1) the
Eurodollar Rate or London Interbank Offered Rate (LIBOR) plus a margin of 1.75% to 2.75%,
or 2) the Base Rate plus a margin of 0.50% to 1.50%. The Base Rate is calculated at the
higher of 1) the prevailing Federal Funds rate plus 50 basis points or 2) the
administrative agents prime interest rate plus an applicable rate determined by the
Companys consolidated leverage ratio as defined by the Amended and Restated Senior Secured
Credit Agreement.(c)
    
    LIBOR represents the three month London Interbank Offered Rate which resets quarterly.
LIBOR was 0.51% as of July 13, 2009. July 13, 2009 is the reset date for the October 15,
2009 interest payment.(d)
    
    Interest payments are in cash and paid in arrears.(e)
    
    The Senior Floating Rate Notes do not have a redemption premium. The Senior
Subordinated Notes have a redemption price of 102.5% of principal on or after July 15,
2009, and 100% of principal on or after July 15, 2010.(f)
    
    As of October 3, 2009 the Company was in compliance with all financial covenants under
its indebtedness agreements. Revolving Loan
   Senior Floating Rate Notes
  31




---



##### Table of Contents



pari passu
  Senior Subordinated Notes
   Other Debt
  Interest Rate Swaps
  32




---



##### Table of Contents



(Dollars in Thousands)(a)EffectiveNotional
    
    InterestReceive
    
    Pay
    
    Amount
    
    RateJanuary 16, 2009 through January 15, 2010
    
    3-month LIBOR
    
    
    4.31
    %
    
    $
    33,333
    
    
    
    8.31
    %January 16, 2009 through January 15, 2010
    
    3-month LIBOR
    
    
    4.29
    %
    
    
    16,667
    
    
    
    8.29
    %January 15, 2009 through January 15, 2010
    
    3-month LIBOR
    
    
    1.40
    %
    
    
    100,000
    
    
    
    5.40
    %January 15, 2010 through January 15, 2011
    
    3-month LIBOR
    
    
    1.90
    %
    
    
    150,000
    
    
    
    5.90
    %January 18, 2011 through January 15, 2012
    
    3-month LIBOR
    
    
    2.50
    %
    
    
    150,000
    
    
    
    6.50
    %
 
 (a)
    
    Represents the effective interest rate on the respective portion of the Senior Floating
Rate Notes including the contractual terms of the interest rate swap for the periods
indicated.  Off-Balance Sheet Arrangements
  Contractual Commitments
  October
    
    
    October
    
    
    October
    
    
    October
    
    
    October2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013to
    
    
    to
    
    
    to
    
    
    to
    
    
    toSeptember
    
    
    September
    
    
    September
    
    
    September
    
    
    SeptemberTotal
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    Thereafter(Dollars in Thousands)Contractual ObligationsRevolving credit facility
    
    $
    17,500
    
    
    $
    17,500
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Senior Floating Rate Notes
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    Senior Subordinated Notes
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    Term Note
    
    
    479
    
    
    
    479
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital lease obligations
    
    
    42
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    2
    
    
    
    Interest on Notes
    
    
    63,261
    
    
    
    24,055
    
    
    
    24,487
    
    
    
    14,719
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    77,982
    
    
    
    9,639
    
    
    
    9,550
    
    
    
    8,959
    
    
    
    8,164
    
    
    
    7,187
    
    
    
    34,483Pension and postretirement
payments
    
    
    54,236
    
    
    
    2,916
    
    
    
    6,277
    
    
    
    10,029
    
    
    
    9,775
    
    
    
    9,476
    
    
    
    15,763Medical self-insurance
    
    
    6,100
    
    
    
    6,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Open purchase orders
    
    
    27,263
    
    
    
    27,263
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other purchase commitments
    
    
    3,656
    
    
    
    3,163
    
    
    
    470
    
    
    
    12
    
    
    
    11
    
    
    
    
    
    
    
    Forward purchase contracts
    
    
    14,776
    
    
    
    14,776
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    565,295
    
    
    $
    105,901
    
    
    $
    40,794
    
    
    $
    333,729
    
    
    $
    17,960
    
    
    $
    16,665
    
    
    $
    50,246CommitmentsOutstanding letters of credit
    
    $
    2,368
    
    
    $
    2,368
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total commitments
    
    $
    2,368
    
    
    $
    2,368
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  Financial Position
  33




---



##### Table of Contents



(Dollars in Thousands)October 3,
    
    
    September 27,
    
    
    Increase/(Decrease)2009
    
    
    2008
    
    
    $
    
    
    %Current assets:Cash and cash equivalents
    
    $
    33,609
    
    
    $
    17,159
    
    
    $
    16,450
    
    
    
    95.9
    %Trade receivables, net
    
    
    42,449
    
    
    
    59,168
    
    
    
    (16,719
    )
    
    
    (28.3
    )Inventories
    
    
    90,305
    
    
    
    110,891
    
    
    
    (20,586
    )
    
    
    (18.6
    )Assets held for sale
    
    
    
    
    
    
    1,025
    
    
    
    (1,025
    )
    
    
    (100.0
    )Prepaid expenses and
other current assets
    
    
    6,315
    
    
    
    6,156
    
    
    
    159
    
    
    
    2.6Total current assets
    
    
    172,678
    
    
    
    194,399
    
    
    
    (21,721
    )
    
    
    (11.2
    )Current liabilities:Trade accounts payable
    
    
    18,214
    
    
    
    35,691
    
    
    
    (17,477
    )
    
    
    (49.0
    )Accrued interest payable
    
    
    5,392
    
    
    
    6,021
    
    
    
    (629
    )
    
    
    (10.4
    )Accrued expenses and
other current
liabilities
    
    
    26,642
    
    
    
    27,634
    
    
    
    (992
    )
    
    
    (3.6
    )Revolving loan
    
    
    17,500
    
    
    
    40,010
    
    
    
    (22,510
    )
    
    
    (56.3
    )Current portion of
long-term debt and
capital lease obligation
    
    
    489
    
    
    
    554
    
    
    
    (65
    )
    
    
    (11.7
    )Total current liabilities
    
    
    68,237
    
    
    
    109,910
    
    
    
    (41,673
    )
    
    
    (37.9
    )Working capital
    
    $
    104,441
    
    
    $
    84,489
    
    
    $
    19,952
    
    
    
    23.6
    %
  
 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
  Foreign Operations; Currency Risk
  34




---



##### Table of Contents



Raw Material; Commodity Price Risk
  35




---



##### Table of Contents



Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
   Contents
 Report of Independent Registered Public Accounting Firm
    
    
    37Consolidated Balance Sheets as of October 3, 2009 and September 27, 2008
    
    
    38Consolidated Statements of Operations for the fiscal years ended
October 3, 2009, September 27, 2008 and September 29, 2007
    
    
    39Consolidated Statements of Changes in Stockholders Deficit for the
fiscal years ended October 3, 2009, September 27, 2008 and September
29, 2007
    
    
    40Consolidated Statements of Cash Flows for the fiscal years ended
October 3, 2009, September 27, 2008 and September 29, 2007
    
    
    41Notes to Consolidated Financial Statements
    
    
    42
 36




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
     
 37




---



##### Table of Contents



(In Thousands, Except Shares and Per Share Amounts)
 October 3, 2009
    
    
    September 27, 2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    33,609
    
    
    $
    17,159Trade receivables, net
    
    
    42,449
    
    
    
    59,168Inventories
    
    
    90,305
    
    
    
    110,891Assets held for sale
    
    
    
    
    
    
    1,025Prepaid expenses and other current assets
    
    
    6,315
    
    
    
    6,156Total current assets
    
    
    172,678
    
    
    
    194,399Property, plant and equipment, net
    
    
    44,239
    
    
    
    55,237Intangibles, net
    
    
    53,681
    
    
    
    56,149Goodwill
    
    
    57,494
    
    
    
    58,242Other noncurrent assets
    
    
    6,531
    
    
    
    9,798Total assets
    
    $
    334,623
    
    
    $
    373,825Liabilities and stockholders deficitCurrent liabilities:Trade accounts payable
    
    $
    18,214
    
    
    $
    35,691Accrued interest payable
    
    
    5,392
    
    
    
    6,021Accrued expenses and other current liabilities
    
    
    26,642
    
    
    
    27,634Revolving loan
    
    
    17,500
    
    
    
    40,010Current portion of long-term debt and capital lease obligations
    
    
    489
    
    
    
    554Total current liabilities
    
    
    68,237
    
    
    
    109,910Deferred income taxes
    
    
    13,672
    
    
    
    11,348Long-term debt
    
    
    299,791
    
    
    
    300,130Accrued retirement benefits
    
    
    51,836
    
    
    
    26,108Other liabilities
    
    
    12,661
    
    
    
    10,534Total liabilities
    
    
    446,197
    
    
    
    458,030Commitments and contingenciesStockholders deficit:Preferred stockSeries A, $.0001 per share par value; 100,000
shares authorized; 62,495 shares issued and outstanding as of
October 3, 2009 and September 27, 2008 (Liquidation preference
of $62,495 at October 3, 2009)
    
    
    
    
    
    
    Common stockClass A, $.0001 per share par value; 1,600,000
shares authorized; 726,556 shares issued and outstanding as of
October 3, 2009 and September 27, 2008
    
    
    
    
    
    
    Common stockClass B, $.0001 per share par value; 300,000
shares authorized; 267,448 shares issued and outstanding as of
October 3, 2009 and September 27, 2008
    
    
    
    
    
    
    Additional paid-in capital
    
    
    111,168
    
    
    
    110,500Predecessor basis adjustment
    
    
    (13,539
    )
    
    
    (13,539
    )Accumulated deficit
    
    
    (167,272
    )
    
    
    (172,129
    )Accumulated other comprehensive loss
    
    
    (41,931
    )
    
    
    (9,037
    )Total stockholders deficit
    
    
    (111,574
    )
    
    
    (84,205
    )Total liabilities and stockholders deficit
    
    $
    334,623
    
    
    $
    373,825
 See accompanying notes to consolidated financial statements
 38




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##### Table of Contents



(In thousands)
 Fiscal year
    
    
    Fiscal year
    
    
    Fiscal yearended
    
    
    ended
    
    
    endedOctober 3,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007(53 weeks)
    
    (52 weeks)
    
    (52 weeks)Net sales
    
    $
    452,191
    
    
    $
    503,453
    
    
    $
    500,767Cost of goods sold
    
    
    325,919
    
    
    
    372,609
    
    
    
    379,351Gross profit
    
    
    126,272
    
    
    
    130,844
    
    
    
    121,416Selling, general and administrative expenses
    
    
    86,838
    
    
    
    96,258
    
    
    
    95,863Loss on disposal of fixed assets
    
    
    1,389
    
    
    
    829
    
    
    
    1,299Amortization of intangible assets
    
    
    1,214
    
    
    
    1,363
    
    
    
    1,496Impairment charges
    
    
    1,727
    
    
    
    15,783
    
    
    
    4,465Operating income
    
    
    35,104
    
    
    
    16,611
    
    
    
    18,293Interest expense
    
    
    29,708
    
    
    
    33,812
    
    
    
    36,145Other (income) expense
    
    
    (524
    )
    
    
    3,075
    
    
    
    (5,542
    )Income (loss) before income taxes
    
    
    5,920
    
    
    
    (20,276
    )
    
    
    (12,310
    )Income tax expense (benefit)
    
    
    1,363
    
    
    
    (3,854
    )
    
    
    5,800Net income (loss)
    
    $
    4,557
    
    
    $
    (16,422
    )
    
    $
    (18,110
    )
 See accompanying notes to consolidated financial statements
 39




---



##### Table of Contents



(In Thousands, Except Shares)
 AccumulatedAdditional
    
    
    Predecessor
    
    
    
    
    
    
    Other
    
    
    TotalSeries A
    
    
    Class A
    
    
    Class B
    
    
    Paid-in
    
    
    Basis
    
    
    Accumulated
    
    
    Comprehensive
    
    
    StockholdersPreferred Stock
    
    
    Common Stock
    
    
    Common Stock
    
    
    Capital
    
    
    Adjustment
    
    
    Deficit
    
    
    Income (Loss)
    
    
    DeficitShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    AmountBalance at September 30, 2006
    
    
    62,495
    
    
    $
    
    
    
    
    726,556
    
    
    $
    
    
    
    
    267,448
    
    
    $
    
    
    
    $
    110,500
    
    
    $
    (13,539
    )
    
    $
    (137,597
    )
    
    $
    9,909
    
    
    $
    (30,727
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,110
    )
    
    
    
    
    
    
    (18,110
    )Other comprehensive income (loss):Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    451
    
    
    
    451Minimum pension liability, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    577
    
    
    
    577Change in fair value of interest
rate swaps, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,248
    )
    
    
    (1,248
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,330
    )Adjustment to adopt pension recognition
provision, net of tax (see Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,931
    )
    
    
    (4,931
    )Balance at September 29, 2007
    
    
    62,495
    
    
    $
    
    
    
    
    726,556
    
    
    $
    
    
    
    
    267,448
    
    
    $
    
    
    
    $
    110,500
    
    
    $
    (13,539
    )
    
    $
    (155,707
    )
    
    $
    4,758
    
    
    $
    (53,988
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,422
    )
    
    
    
    
    
    
    (16,422
    )Other comprehensive income (loss):Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,236
    
    
    
    1,236Change in accrued benefit liability,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,822
    )
    
    
    (13,822
    )Change in fair value of interest
rate swaps, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,209
    )
    
    
    (1,209
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,217
    )Balance at September 27, 2008
    
    
    62,495
    
    
    $
    
    
    
    
    726,556
    
    
    $
    
    
    
    
    267,448
    
    
    $
    
    
    
    $
    110,500
    
    
    $
    (13,539
    )
    
    $
    (172,129
    )
    
    $
    (9,037
    )
    
    $
    (84,205
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,557
    
    
    
    
    
    
    
    4,557Other comprehensive income (loss):Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    464
    
    
    
    464Minimum pension liability, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,465
    )
    
    
    (31,465
    )Change in fair value of interest
rate swaps, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,893
    )
    
    
    (1,893
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,337
    )Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    668
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    668Adjustment to adopt pension measurement
date provision, net of tax (see Notes 2
and 7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    300Balance at October 3, 2009
    
    
    62,495
    
    
    $
    
    
    
    
    726,556
    
    
    $
    
    
    
    
    267,448
    
    
    $
    
    
    
    $
    111,168
    
    
    $
    (13,539
    )
    
    $
    (167,272
    )
    
    $
    (41,931
    )
    
    $
    (111,574
    )
  40




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##### Table of Contents



(In Thousands)
 Fiscal year
    
    
    Fiscal year
    
    
    Fiscal yearended
    
    
    ended
    
    
    endedOctober 3,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007Operating activitiesNet income (loss)
    
    $
    4,557
    
    
    $
    (16,422
    )
    
    $
    (18,110
    )Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:Depreciation expense
    
    
    16,433
    
    
    
    15,768
    
    
    
    16,129Amortization of intangible assets
    
    
    1,214
    
    
    
    1,363
    
    
    
    1,496Amortization of loan fees
    
    
    2,220
    
    
    
    2,220
    
    
    
    2,421Provision for (recovery from) bad debts
    
    
    48
    
    
    
    173
    
    
    
    (213
    )Provision for (benefit from) deferred taxes
    
    
    1,260
    
    
    
    (3,965
    )
    
    
    2,076Noncash interest expense
    
    
    
    
    
    
    70
    
    
    
    136Loss on disposal of property, plant and equipment
    
    
    1,389
    
    
    
    829
    
    
    
    1,299Amortization of bond discount
    
    
    108
    
    
    
    107
    
    
    
    108Unrealized foreign currency loss (gain)
    
    
    982
    
    
    
    3,106
    
    
    
    (5,926
    )Impairment charges
    
    
    1,727
    
    
    
    15,783
    
    
    
    4,465Changes in assets and liabilities:Accounts receivable
    
    
    16,014
    
    
    
    (3,271
    )
    
    
    11,436Inventories
    
    
    19,738
    
    
    
    3,714
    
    
    
    28,080Prepaid expenses and other assets
    
    
    1,145
    
    
    
    (2,087
    )
    
    
    1,590Accounts payable
    
    
    (17,037
    )
    
    
    522
    
    
    
    (5,037
    )Accrued expenses and other liabilities
    
    
    (4,825
    )
    
    
    4,874
    
    
    
    (9,054
    )Net cash provided by operating activities
    
    
    44,973
    
    
    
    22,784
    
    
    
    30,896Investing activitiesRestricted cash in escrow
    
    
    
    
    
    
    
    
    
    
    2,081Cash paid for property, plant and equipment
    
    
    (6,749
    )
    
    
    (8,100
    )
    
    
    (10,861
    )Proceeds from sale of property, plant and equipment
    
    
    136
    
    
    
    600
    
    
    
    1,507Proceeds from state government grant
    
    
    
    
    
    
    300
    
    
    
    Investment in joint ventures
    
    
    
    
    
    
    
    
    
    
    (300
    )Net cash used in investing activities
    
    
    (6,613
    )
    
    
    (7,200
    )
    
    
    (7,573
    )Financing activitiesRepayments of long-term debt
    
    
    (554
    )
    
    
    (684
    )
    
    
    (710
    )Borrowings on revolver
    
    
    146,171
    
    
    
    162,618
    
    
    
    143,138Repayments of revolver
    
    
    (168,681
    )
    
    
    (165,106
    )
    
    
    (167,248
    )Principal payments under capital lease obligations
    
    
    (8
    )
    
    
    
    
    
    
    Net cash used in financing activities
    
    
    (23,072
    )
    
    
    (3,172
    )
    
    
    (24,820
    )Effect of exchange rate changes on cash
    
    
    1,162
    
    
    
    (435
    )
    
    
    1,041Increase (decrease) in cash and cash equivalents
    
    
    16,450
    
    
    
    11,977
    
    
    
    (456
    )Cash and cash equivalents at beginning of period
    
    
    17,159
    
    
    
    5,182
    
    
    
    5,638Cash and cash equivalents at end of period
    
    $
    33,609
    
    
    $
    17,159
    
    
    $
    5,182Supplemental Cash Flow InformationCash paid for interest
    
    $
    28,270
    
    
    $
    28,552
    
    
    $
    34,906Cash paid for income taxes
    
    $
    292
    
    
    $
    230
    
    
    $
    2,830Property, plant and equipment in trade accounts payable at end of period
    
    $
    96
    
    
    $
    330
    
    
    $
    208
  41




---



##### Table of Contents



(Dollars in Thousands, Except Share Data)
 1. Formation and Description of Business
      2. Significant Accounting Policies
 Use of Estimates
  42




---



##### Table of Contents



Principles of Consolidation
  Cash and Cash Equivalents
  Accounts Receivable
   October 3,
    
    
    September 27,2009
    
    
    2008Trade receivables
    
    $
    60,731
    
    
    $
    77,646Allowance for doubtful accounts
    
    
    (512
    )
    
    
    (626
    )Customer programs and contractual allowances
    
    
    (17,770
    )
    
    
    (17,852
    )$
    42,449
    
    
    $
    59,168
  Inventories
   October 3,
    
    
    September 27,2009
    
    
    2008Finished goods
    
    $
    51,161
    
    
    $
    69,681Work in process
    
    
    14,595
    
    
    
    13,564Raw materials
    
    
    24,549
    
    
    
    27,646$
    90,305
    
    
    $
    110,891
 43




---



##### Table of Contents



Investments in Joint Ventures
  Property, Plant and Equipment
   October 3,
    
    
    September 27,2009
    
    
    2008Land and improvements
    
    $
    1,849
    
    
    $
    1,565Buildings and improvements
    
    
    19,327
    
    
    
    18,431Machinery and equipment (a)
    
    
    68,549
    
    
    
    68,625Furniture and fixtures (a)
    
    
    6,519
    
    
    
    7,019Computer hardware
    
    
    3,720
    
    
    
    3,160Computer software
    
    
    8,938
    
    
    
    8,508Construction in progress
    
    
    1,636
    
    
    
    2,372110,538
    
    
    
    109,680Less accumulated depreciation
    
    
    (66,299
    )
    
    
    (54,443
    )Net property, plant and equipment
    
    $
    44,239
    
    
    $
    55,237
 
 (a)
    
    The amounts as of September 27, 2008 reflect a $5,745
reclassification of warehouse racking from machinery and equipment to furniture and fixtures for comparability purposes to the fiscal year ended
October 3, 2009 presentation. Long-Lived Assets
  44




---



##### Table of Contents



Assets Held For Sale
  Goodwill and Other Intangible Assets
    Debt Issuance Costs
  Accrued Expenses and Other Current Liabilities
  October 3,
    
    
    September 27,2009
    
    
    2008Accrued compensation and benefits
    
    $
    10,810
    
    
    $
    11,332Deferred tax liability
    
    
    3,656
    
    
    
    3,607Other
    
    
    12,176
    
    
    
    12,695$
    26,642
    
    
    $
    27,634
 Income Tax
  45




---



##### Table of Contents



Revenue and Cost Recognition
  Shipping and Handling Costs
  Advertising Costs
  Research and Development Costs
  Foreign Currency Translation
  Accumulated Other Comprehensive Income (Loss)
  46




---



##### Table of Contents



Beginning
    
    
    Before-Tax
    
    
    Tax Benefit
    
    
    Net-of-Tax
    
    
    EndingBalance
    
    
    Amount
    
    
    (Expense)
    
    
    Amount
    
    
    BalanceOctober 3, 2009Currency translation adjustment
    
    $
    10,548
    
    
    $
    464
    
    
    $
    
    
    
    $
    464
    
    
    $
    11,012Change in accrued benefit liability
    
    
    (18,753
    )
    
    
    (31,465
    )
    
    
    
    
    
    
    (31,465
    )
    
    
    (50,218
    )Interest rate swaps
    
    
    (832
    )
    
    
    (1,893
    )
    
    
    
    
    
    
    (1,893
    )
    
    
    (2,725
    )$
    (9,037
    )
    
    $
    (32,894
    )
    
    $
    
    
    
    $
    (32,894
    )
    
    $
    (41,931
    )September 27, 2008Currency translation adjustment
    
    $
    9,312
    
    
    $
    1,236
    
    
    $
    
    
    
    $
    1,236
    
    
    $
    10,548Change in accrued benefit liability
    
    
    (4,931
    )
    
    
    (14,282
    )
    
    
    460
    
    
    
    (13,822
    )
    
    
    (18,753
    )Interest rate swaps
    
    
    377
    
    
    
    (1,440
    )
    
    
    231
    
    
    
    (1,209
    )
    
    
    (832
    )$
    4,758
    
    
    $
    (14,486
    )
    
    $
    691
    
    
    $
    (13,795
    )
    
    $
    (9,037
    )September 29, 2007Currency translation adjustment
    
    $
    8,861
    
    
    $
    451
    
    
    $
    
    
    
    $
    451
    
    
    $
    9,312Minimum pension liability
adjustment
    
    
    (577
    )
    
    
    856
    
    
    
    (279
    )
    
    
    577
    
    
    
    Adoption of pension recognition
provision
    
    
    
    
    
    
    (4,608
    )
    
    
    (323
    )
    
    
    (4,931
    )
    
    
    (4,931
    )Interest rate swaps
    
    
    1,625
    
    
    
    (2,013
    )
    
    
    765
    
    
    
    (1,248
    )
    
    
    377$
    9,909
    
    
    $
    (5,314
    )
    
    $
    163
    
    
    $
    (5,151
    )
    
    $
    4,758
 Material Suppliers
  Pension and Other Postretirement Benefits
   Fair Value of Financial Instruments
   47




---



##### Table of Contents




    
    Level 1  Inputs that represent quoted prices for identical instruments in active markets.
    
    Level 2  Inputs that represent quoted prices for similar instruments in active markets,
or quoted prices for identical instruments in non-active markets. Also includes valuation
techniques whose inputs are derived principally from observable market data other than
quoted prices, such as interest rates or other market-corroborated means.
    
    Level 3  Inputs that are largely unobservable, as little or no market data exists for
the instrument being valued.
  Derivative Instruments and Hedging Activities
     Accruals for Self-Insured Losses
  48




---



##### Table of Contents



Recent Accounting Pronouncements
 Adopted
        49




---



##### Table of Contents



To Be Adopted
   
    
    Recognizes and measures in its financial statements the identifiable assets acquired,
the liabilities assumed and any noncontrolling interest in the acquiree;
    
    Recognizes and measures the goodwill acquired in the business combination or a gain
from a bargain purchase; and
    
    Determines what information to disclose to enable users of the financial statements
to evaluate the nature and financial effects of the business combination.
    3. Goodwill and Other Intangibles
   50




---



##### Table of Contents



United States
    
    
    Canada
    
    
    TotalGoodwill at September 29, 2007
    
    $
    44,156
    
    
    $
    15,164
    
    
    $
    59,320Currency translation adjustments
    
    
    (130
    )
    
    
    (527
    )
    
    
    (657
    )Revision of purchase price allocations
    
    
    (421
    )
    
    
    
    
    
    
    (421
    )Goodwill at September 27, 2008
    
    $
    43,605
    
    
    $
    14,637
    
    
    $
    58,242Currency translation adjustments
    
    
    
    
    
    
    (748
    )
    
    
    (748
    )Goodwill at October 3, 2009
    
    $
    43,605
    
    
    $
    13,889
    
    
    $
    57,494
  October 3, 2009
    
    
    September 27, 2008Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationIndefinite lived intangible assets:Trade names
    
    $
    47,879
    
    
    $
    
    
    
    $
    48,967
    
    
    $
    Finite lived intangible assets:Technology (patents)
    
    
    1,356
    
    
    
    1,142
    
    
    
    1,356
    
    
    
    1,095Non-compete agreements
    
    
    976
    
    
    
    965
    
    
    
    976
    
    
    
    944Customer relationships
    
    
    11,617
    
    
    
    6,040
    
    
    
    11,775
    
    
    
    4,88613,949
    
    
    
    8,147
    
    
    
    14,107
    
    
    
    6,925$
    61,828
    
    
    $
    8,147
    
    
    $
    63,074
    
    
    $
    6,925
  Fiscal 2010
    
    $
    1,211Fiscal 2011
    
    
    1,200Fiscal 2012
    
    
    1,180Fiscal 2013
    
    
    1,166Fiscal 2014
    
    
    845Thereafter
    
    
    200$
    5,802
 4. Income Taxes
  Fiscal year
    
    
    Fiscal year
    
    
    Fiscal yearended
    
    
    ended
    
    
    endedOctober 3,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007Income (loss) before provision for income taxes:Domestic
    
    $
    (4,724
    )
    
    $
    (31,791
    )
    
    $
    (23,370
    )Foreign
    
    
    10,644
    
    
    
    11,515
    
    
    
    11,060$
    5,920
    
    
    $
    (20,276
    )
    
    $
    (12,310
    )
 51




---



##### Table of Contents



Fiscal year
    
    
    Fiscal year
    
    
    Fiscal yearended
    
    
    ended
    
    
    endedOctober 3,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007Income tax expense (benefit):Current:Federal
    
    $
    113
    
    
    $
    
    
    
    $
    State
    
    
    544
    
    
    
    (608
    )
    
    
    1,115Foreign
    
    
    (554
    )
    
    
    719
    
    
    
    2,609103
    
    
    
    111
    
    
    
    3,724Deferred:Federal
    
    
    1,232
    
    
    
    (3,484
    )
    
    
    1,416State
    
    
    216
    
    
    
    (410
    )
    
    
    167Foreign
    
    
    (188
    )
    
    
    (71
    )
    
    
    4931,260
    
    
    
    (3,965
    )
    
    
    2,076$
    1,363
    
    
    $
    (3,854
    )
    
    $
    5,800
  Fiscal year
    
    
    Fiscal year
    
    
    Fiscal yearended
    
    
    ended
    
    
    endedOctober 3,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007Statutory federal income tax expense (benefit)
    
    $
    2,013
    
    
    $
    (6,894
    )
    
    $
    (4,185
    )Non-deductible goodwill impairment loss
    
    
    
    
    
    
    
    
    
    
    58State income tax expense (net of federal benefit)
    
    
    298
    
    
    
    (1,084
    )
    
    
    846Tax contingencies
    
    
    387
    
    
    
    (738
    )
    
    
    Nondeductible other
    
    
    48
    
    
    
    102
    
    
    
    52Foreign income inclusions (exclusions)
    
    
    889
    
    
    
    (4,281
    )
    
    
    Foreign income tax differential
    
    
    (167
    )
    
    
    (234
    )
    
    
    (199
    )Unremitted earnings
    
    
    9,132
    
    
    
    
    
    
    
    Change in valuation allowance
    
    
    (9,526
    )
    
    
    7,973
    
    
    
    9,955Foreign withholding tax
    
    
    (990
    )
    
    
    1,133
    
    
    
    Other, net
    
    
    (721
    )
    
    
    169
    
    
    
    (727
    )$
    1,363
    
    
    $
    (3,854
    )
    
    $
    5,800
  52




---



##### Table of Contents



October 3,
    
    
    September 27,2009
    
    
    2008Deferred tax assets:Accounts receivable
    
    $
    940
    
    
    $
    926Inventories
    
    
    3,031
    
    
    
    1,912Accrued liabilities and other expenses
    
    
    2,940
    
    
    
    3,587Pension
    
    
    18,183
    
    
    
    8,360Derivative financial instruments
    
    
    1,027
    

        
    Other non-current items
    
    
    5,740
    
    
    
    5,951Foreign tax credits
    
    
    6,514
    
    
    
    Foreign capital loss carryover
    
    
    3,588
    
    
    
    Net operating loss carryforwards
    
    
    14,781
    
    
    
    23,344Total deferred tax assets
    
    
    56,744
    
    
    
    44,080Deferred tax liabilities:Other current items
    
    
    4,357
    
    
    
    5,084Plant and equipment, principally due to differences in depreciation
    
    
    3,226
    
    
    
    5,829Intangible assets
    
    
    13,294
    
    
    
    13,099Derivative financial instruments
    
    
    
    
    
    
    101Unremitted foreign earnings
    
    
    13,568
    
    
    
    Total deferred tax liabilities
    
    
    34,445
    
    
    
    24,113Valuation allowance
    
    
    38,083
    
    
    
    34,924Net deferred tax liabilities
    
    $
    (15,784
    )
    
    $
    (14,957
    )
     53




---



##### Table of Contents



UnrecognizedTax BenefitBalance at September 29, 2007
    
    $
    1,413Increases related to prior year tax positions
    
    
    Decrease related to prior year tax positions
    
    
    Increases related to current year tax positions
    
    
    2,417Lapse of a statute of limitations
    
    
    (875
    )Balance at September 27, 2008
    
    $
    2,955Increases related to prior year tax positions
    
    
    138Decrease related to prior year tax positions
    
    
    Increases related to current year tax positions
    
    
    657Lapse of statute of limitations
    
    
    Balance at October 3, 2009
    
    $
    3,750
    5. Debt Arrangements
 October 3,
    
    
    September 27,2009
    
    
    2008Revolving Loan
    
    $
    17,500
    
    
    $
    40,010Senior Floating Rate Notes, net of unamortized discount of $241 and
$349, respectively
    
    
    149,759
    
    
    
    149,651Senior Subordinated Notes
    
    
    150,000
    
    
    
    150,000Term Note
    
    
    479
    
    
    
    1,033Capital lease obligations
    
    
    42
    
    
    
    Total debt
    
    
    317,780
    
    
    
    340,694Less:Short-term Revolving Loan
    
    
    (17,500
    )
    
    
    (40,010
    )Current portion of capital lease obligations
    
    
    (10
    )
    
    
    Current portion of long-term debt
    
    
    (479
    )
    
    
    (554
    )Long-term debt
    
    $
    299,791
    
    
    $
    300,130
 Letters of
    
    (a)
    
    (b)Borrowing
    
    Credit
    
    Availability
    
    Interest RateMaximum
    
    Base as
    
    Outstanding
    
    as of
    
    as ofBorrowing
    
    of October
    
    as of October
    
    October
    
    October
    
    ExpirationAmount
    
    3, 2009
    
    3, 2009
    
    3, 2009
    
    3, 2009
    
    DateRevolving Loan
    
    $
    130,000
    
    
    $
    69,330
    
    
    $
    2,368
    
    
    $
    49,462
    
    
    
    2.0
    %
    
    Apr 7, 2011
 54




---



##### Table of Contents



(d)
    
    
    
    
    
    (e)Original
    
    (c)
    
    Interest
    
    Maturity
    
    Call OptionPrincipal
    
    Interest Rate
    
    Payments
    
    Date
    
    DateSenior Floating Rate Notes
    
    $
    150,000
    
    
    LIBOR + 4%
    
    Jan 15, Apr 15, Jul 15, Oct 15
    
    Jan 15, 2012
    
    Jan 15, 2007Senior Subordinated Notes
    
    
    150,000
    
    
    
    10
    %
    
    Jan 15, Jul 15
    
    Jul 15, 2012
    
    Jul 15, 2008Term Note
    
    
    2,700
    
    
    
    2.5
    %
    
    Monthly
    
    Jul 19, 2010
    
    
    n/a
 
 (a)
    
    Total amount available is limited by the amount of eligible accounts receivable,
inventory, machinery and equipment, and real estate less letters of credit outstanding.(b)
    
    The interest rate applicable to the loans under the Revolving Loan is either 1) the
Eurodollar Rate or London Interbank Offered Rate (LIBOR) plus a margin of 1.75% to 2.75%,
or 2) the Base Rate plus a margin of 0.50% to 1.50%. The Base Rate is calculated at the
higher of 1) the prevailing Federal Funds rate plus 50 basis points or 2) the
administrative agents prime interest rate plus an applicable rate determined by the
Companys consolidated leverage ratio as defined by the Amended and Restated Senior Secured
Credit Agreement.(c)
    
    LIBOR represents the three month London Interbank Offered Rate which resets quarterly.
LIBOR was 0.51% as of July 13, 2009. July 13, 2009 is the reset date for the October 15,
2009 interest payment.(d)
    
    Interest payments are in cash and paid in arrears.(e)
    
    The Senior Floating Rate Notes do not have a redemption premium. The Senior
Subordinated Notes have a redemption price of 102.5% of principal on or after July 15, 2009
and 100% of principal on or after July 15, 2010. Revolving Loan
   Senior Floating Rate Notes
 pari passu
  55




---



##### Table of Contents



Senior Subordinated Notes
   Other Debt
  Interest Rate Swaps
  (a)EffectiveNotional
    
    InterestReceive
    
    Pay
    
    Amount
    
    RateJanuary 16, 2009 through January 15, 2010
    
    3-month LIBOR
    
    
    4.31
    %
    
    $
    33,333
    
    
    
    8.31
    %January 16, 2009 through January 15, 2010
    
    3-month LIBOR
    
    
    4.29
    %
    
    
    16,667
    
    
    
    8.29
    %January 15, 2009 through January 15, 2010
    
    3-month LIBOR
    
    
    1.40
    %
    
    
    100,000
    
    
    
    5.40
    %January 15, 2010 through January 15, 2011
    
    3-month LIBOR
    
    
    1.90
    %
    
    
    150,000
    
    
    
    5.90
    %January 18, 2011 through January 15, 2012
    
    3-month LIBOR
    
    
    2.50
    %
    
    
    150,000
    
    
    
    6.50
    %
 
 (a)
    
    Represents the effective interest rate on the respective portion of the Senior Floating
Rate Notes including the contractual terms of the interest rate swap for the periods
indicated. 56




---



##### Table of Contents



2010
    
    $
    17,9892011
    
    
    102012
    
    
    300,0102013
    
    
    102014
    
    
    2Thereafter
    
    
    $
    318,021
  October 3, 2009
    
    September 27, 2008Balance Sheet
    
    Carrying
    
    Fair
    
    Carrying
    
    FairClassification
    
    Value
    
    Value
    
    Value
    
    ValueSenior Floating Rate Notes
    
    Liability
    
    $
    149,759
    
    
    $
    131,070
    
    
    $
    149,651
    
    
    $
    127,688Senior Subordinated Notes
    
    Liability
    
    
    150,000
    
    
    
    127,425
    
    
    
    150,000
    
    
    
    75,000
 6. Lease Arrangements
  October 3,
    
    September 27,
    
    September 29,2009
    
    2008
    
    2007Rental expense for operating leases
    
    $
    9,419

    
    $
    9,328

    
    $
    9,691
  2010
    
    $
    9,6392011
    
    
    9,5502012
    
    
    8,9592013
    
    
    8,1642014
    
    
    7,187Thereafter
    
    
    34,483Total minimum lease payments
    
    $
    77,982
 7. Pension and Other Postretirement Benefits
  57




---



##### Table of Contents



Target Allocations
    
    Actual Allocations
    
    Actual AllocationsOctober 3,
    
    October 3,
    
    September 27,2009
    
    2009
    
    2008Domestic equity securities
    
    
    48
    %
    
    
    49
    %
    
    
    58
    %Fixed income securities
    
    
    32
    %
    
    
    36
    %
    
    
    30
    %International equity securities
    
    
    15
    %
    
    
    15
    %
    
    
    12
    %Real estate
    
    
    5
    %
    
    
    
    
    
    
    
     58




---



##### Table of Contents



PostretirementPension Benefits
    
    
    BenefitsU.S. Plan
    
    
    Ireland PlanOctober
    
    
    September
    
    
    October
    
    
    September
    
    
    October
    
    
    September3, 2009
    
    
    27, 2008
    
    
    3, 2009
    
    
    27, 2008
    
    
    3, 2009
    
    
    27, 2008Accumulated benefit obligation
    
    $
    148,679
    
    
    $
    139,619
    
    
    $
    7,204
    
    
    $
    6,697
    
    
    
    1,578
    
    
    
    1,479Change in projected benefit obligationProjected benefit obligation at beginning of period
    
    $
    139,619
    
    
    $
    145,663
    
    
    $
    7,712
    
    
    $
    7,824
    
    
    $
    1,479
    
    
    $
    1,566Service cost
    
    
    241
    
    
    
    2,460
    
    
    
    279
    
    
    
    287
    
    
    
    2
    
    
    
    1Interest cost
    
    
    10,288
    
    
    
    8,570
    
    
    
    419
    
    
    
    428
    
    
    
    89
    
    
    
    92Curtailment
    
    
    
    
    
    
    (6,732
    )
    
    
    (258
    )
    
    
    
    
    
    
    
    
    
    
    Participants contributions
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    29
    
    
    
    
    
    
    
    Assumption changes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (117
    )Actuarial gain
    
    
    9,287
    
    
    
    (1,774
    )
    
    
    (42
    )
    
    
    (631
    )
    
    
    64
    
    
    
    Benefits paid
    
    
    (10,756
    )
    
    
    (8,568
    )
    
    
    (416
    )
    
    
    (503
    )
    
    
    (56
    )
    
    
    (63
    )Effect of foreign currency
    
    
    
    
    
    
    
    
    
    
    (60
    )
    
    
    278
    
    
    
    
    
    
    
    Projected benefit obligation at end of period
    
    $
    148,679
    
    
    $
    139,619
    
    
    $
    7,656
    
    
    $
    7,712
    
    
    $
    1,578
    
    
    $
    1,479Change in fair value of plan assetsFair value of plan assets at beginning of period
    
    $
    116,459
    
    
    $
    135,664
    
    
    $
    6,112
    
    
    $
    8,315
    
    
    $
    
    
    
    $
    Actual (loss) return on plan assets
    
    
    (10,164
    )
    
    
    (10,648
    )
    
    
    (38
    )
    
    
    (2,349
    )
    
    
    
    
    
    
    Employer contributions
    
    
    3,683
    
    
    
    11
    
    
    
    1,037
    
    
    
    272
    
    
    
    56
    
    
    
    Participants contributions
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    29
    
    
    
    Benefits paid
    
    
    (10,756
    )
    
    
    (8,568
    )
    
    
    (251
    )
    
    
    (287
    )
    
    
    (56
    )
    
    
    Plan expenses
    
    
    
    
    
    
    
    
    
    
    (165
    )
    
    
    (216
    )
    
    
    
    
    
    
    Effect of foreign currency
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    348
    
    
    
    
    
    
    
    Fair value of plan assets at end of period
    
    $
    99,222
    
    
    $
    116,459
    
    
    $
    6,713
    
    
    $
    6,112
    
    
    $
    
    
    
    $
    Unfunded status
    
    $
    (49,457
    )
    
    $
    (23,160
    )
    
    $
    (943
    )
    
    $
    (1,600
    )
    
    $
    (1,578
    )
    
    $
    (1,479
    )Unfunded status at fiscal year endUnfunded status
    
    $
    (49,457
    )
    
    $
    (23,160
    )
    
    $
    (943
    )
    
    $
    (1,600
    )
    
    $
    (1,578
    )
    
    $
    (1,479
    )Amount contributed after measurement date
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unfunded status at fiscal year end
    
    $
    (49,457
    )
    
    $
    (23,157
    )
    
    $
    (943
    )
    
    $
    (1,600
    )
    
    $
    (1,578
    )
    
    $
    (1,479
    )
 59




---



##### Table of Contents



PostretirementPension Benefits
    
    
    BenefitsU.S. Plan
    
    
    Ireland PlanOctober
    
    
    September
    
    
    October
    
    
    September
    
    
    October
    
    
    September 27,3, 2009
    
    
    27, 2008
    
    
    3, 2009
    
    
    27, 2008
    
    
    3, 2009
    
    
    2008Net amount recognized on consolidated balance sheet at fiscal year endCurrent benefit
liability (included
in accrued expenses
and other current
liabilities)
    
    $
    (34
    )
    
    $
    (15
    )
    
    $
    605
    
    
    $
    (131
    )
    
    $
    (107
    )
    
    $
    (113
    )Noncurrent benefit
liability (included
in accrued
retirement
benefits)
    
    
    (49,423
    )
    
    
    (23,142
    )
    
    
    (1,548
    )
    
    
    (1,469
    )
    
    
    (1,471
    )
    
    
    (1,366
    )Net amount
recognized at
fiscal year end
    
    $
    (49,457
    )
    
    $
    (23,157
    )
    
    $
    (943
    )
    
    $
    (1,600
    )
    
    $
    (1,578
    )
    
    $
    (1,479
    )Amounts recognized
in accumulated
other comprehensive
loss (income)
(pre-tax) at fiscal
year endNet loss (gain)
    
    $
    50,360
    
    
    $
    18,852
    
    
    $
    1,548
    
    
    $
    1,469
    
    
    $
    (1,507
    )
    
    $
    (1,689
    )Prior service cost
    
    
    
    
    
    
    290
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net amount
recognized at
fiscal year end
    
    $
    50,360
    
    
    $
    19,142
    
    
    $
    1,548
    
    
    $
    1,469
    
    
    $
    (1,507
    )
    
    $
    (1,689
    )Weighted average assumptionsDiscount rate
    
    
    5.50
    %
    
    
    6.10
    %
    
    
    5.50
    %
    
    
    6.00
    %(a)
    
    
    5.50
    %
    
    
    6.30
    %Rate of compensation increase
    
    
    
    
    
    
    
    
    
    
    3.75
    %
    
    
    3.75
    %
    
    
    
    
    
    
    
 
 (a)
    
    The Company corrected the discount rate disclosed in the prior year for the Irish plan.
Because the correct discount rate was used in the original actuarial
calculation, the reported amounts of pension liabilities and expense were not impacted. Pension Benefits
    
    
    Other BenefitsU.S. Plan
    
    
    Ireland PlanOctober
    
    
    September
    
    
    October
    
    
    September
    
    
    October
    
    
    September3, 2009
    
    
    27, 2008
    
    
    3, 2009
    
    
    27, 2008
    
    
    3, 2009
    
    
    27, 2008Other comprehensive loss (income)Net loss (gain)
    
    $
    31,507
    
    
    $
    11,999
    
    
    $
    134
    
    
    $
    2,234
    
    
    $
    182
    
    
    $
    (1
    )Net prior service (credit) cost
    
    
    (261
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization loss
    
    
    
    
    
    
    
    
    
    
    (42
    )
    
    
    
    
    
    
    
    
    
    
    Amortization of prior service cost
    
    
    (28
    )
    
    
    (22
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    31,218
    
    
    $
    11,977
    
    
    $
    92
    
    
    $
    2,234
    
    
    $
    182
    
    
    $
    (1
    )
  U.S.
    
    IrelandPension
    
    Other
    
    PensionBenefits
    
    Benefits
    
    BenefitsAmortization of net loss (gain)
    
    $
    2,853
    
    
    $
    (115
    )
    
    $
    42
  60




---



##### Table of Contents



Pension Benefits
    
    

    Other BenefitsOctober
    
    
    September
    
    
    September
    
    
    October
    
    
    September
    
    
    September3, 2009
    
    
    27, 2008
    
    
    29, 2007
    
    
    3, 2009
    
    
    27, 2008
    
    
    29, 2007Service cost
    
    $
    192
    
    
    $
    2,460
    
    
    $
    2,841
    
    
    $
    1
    
    
    $
    1
    
    
    $
    2Interest cost
    
    
    8,230
    
    
    
    8,570
    
    
    
    8,133
    
    
    
    89
    
    
    
    92
    
    
    
    105Amortization of net loss (gain)
    
    
    360
    
    
    
    (18
    )
    
    
    
    
    
    
    (118
    )
    
    
    (118
    )
    
    
    Amortization of prior service cost
    
    
    22
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expected return on plan assets
    
    
    (10,004
    )
    
    
    (9,977
    )
    
    
    (11,097
    )
    
    
    
    
    
    
    
    
    
    
    Asset loss deferred
    
    
    
    
    
    
    
    
    
    
    (50
    )
    
    
    
    
    
    
    
    
    
    
    (112
    )Net periodic benefit (credit) cost
    
    $
    (1,200
    )
    
    $
    1,057
    
    
    $
    (173
    )
    
    $
    (28
    )
    
    $
    (25
    )
    
    $
    (5
    )Weighted average assumptions:Discount rate
    
    
    6.10
    %
    
    
    6.10
    %
    
    
    6.15
    %
    
    
    6.30
    %
    
    
    6.10
    %
    
    $
    6.15
    %Rate of compensation increase
    
    
    
    
    
    
    3.50
    %
    
    
    3.50
    %
    
    
    
    
    
    
    
    
    
    
    Expected return on plan assets
    
    
    8.00
    %
    
    
    8.00
    %
    
    
    9.00
    %
    
    
    
    
    
    
    
    
    
    
    
  October
    
    
    September
    
    
    September3, 2009
    
    
    27, 2008
    
    
    29, 2007Service cost
    
    $
    279
    
    
    $
    287
    
    
    $
    281Interest cost
    
    
    419
    
    
    
    428
    
    
    
    348Expected return on plan assets
    
    
    (386
    )
    
    
    (572
    )
    
    
    (453
    )Amortization of net loss
    
    
    39
    
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    351
    
    
    $
    143
    
    
    $
    176Weighted average assumptions:Discount rate
    
    
    6.00
    %
    
    
    5.25
    %(a)
    
    
    4.50
    %(a)Rate of compensation increase
    
    
    3.75
    %
    
    
    3.75
    %(a)
    
    
    
    (a)Expected return on plan assets
    
    
    6.90
    %
    
    
    6.50
    %(a)
    
    
    6.25
    %(a)
 
 (a)
    
    The Company corrected respective rates disclosed in both prior years for the Irish plan.
Because the correct  rates were used in the original actuarial
calculations, the reported amounts of pension liabilities and expense were not impacted.     61




---



##### Table of Contents



U.S.
    
    IrelandPension Benefits
    
    Other Benefits
    
    Pension Benefits2010
    
    $
    8,777
    
    
    $
    107
    
    
    $
    2692011
    
    
    8,837
    
    
    
    105
    
    
    
    3402012
    
    
    8,919
    
    
    
    105
    
    
    
    4062013
    
    
    9,096
    
    
    
    105
    
    
    
    4422014
    
    
    9,217
    
    
    
    105
    
    
    
    487Five year period beginning thereafter
    
    
    48,711
    
    
    
    527
    
    
    
    2,620
 8. Stockholders Equity
  Series A Preferred Stock
   Class A and B Common Stock
   Warrants
  62




---



##### Table of Contents



9. Segment Information
  Fiscal Year EndedOctober 3, 2009United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    361,728
    
    
    $
    85,558
    
    
    $
    4,905
    
    
    $
    
    
    
    $
    452,191Intersegment sales
    
    
    12,454
    
    
    
    4,724
    
    
    
    2,056
    
    
    
    (19,234
    )
    
    
    Operating income (loss)
    
    
    25,159
    
    
    
    11,926
    
    
    
    (1,981
    )
    
    
    
    
    
    
    35,104Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,708Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (524
    )Income before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,920Depreciation and amortization
    
    
    15,331
    
    
    
    1,932
    
    
    
    384
    
    
    
    
    
    
    
    17,647Intangible impairment charges
    
    
    800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    800Cash paid for property,
plant and equipment
    
    
    5,733
    
    
    
    970
    
    
    
    46
    
    
    
    
    
    
    
    6,749
 Fiscal Year EndedSeptember 27, 2008United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    403,603
    
    
    $
    92,593
    
    
    $
    7,257
    
    
    $
    
    
    
    $
    503,453Intersegment sales
    
    
    13,492
    
    
    
    2,880
    
    
    
    2,597
    
    
    
    (18,969
    )
    
    
    Operating income (loss)
    
    
    3,362
    
    
    
    13,367
    
    
    
    (118
    )
    
    
    
    
    
    
    16,611Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,812Other expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,075Loss before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (20,276
    )Depreciation and amortization
    
    
    14,292
    
    
    
    2,550
    
    
    
    289
    
    
    
    
    
    
    
    17,131Intangible impairment charges
    
    
    15,583
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,583Cash paid for property, plant and equipment
    
    
    6,585
    
    
    
    1,374
    
    
    
    141
    
    
    
    
    
    
    
    8,100
 63




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##### Table of Contents



Fiscal Year EndedSeptember 29, 2007United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    421,810
    
    
    $
    71,005
    
    
    $
    7,952
    
    
    $
    
    
    
    $
    500,767Intersegment sales
    
    
    7,914
    
    
    
    628
    
    
    
    2,752
    
    
    
    (11,294
    )
    
    
    Operating income
    
    
    10,978
    
    
    
    7,199
    
    
    
    116
    
    
    
    
    
    
    
    18,293Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,145Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,542
    )Loss before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (12,310
    )Depreciation and amortization
    
    
    15,090
    
    
    
    2,261
    
    
    
    274
    
    
    
    
    
    
    
    17,625Intangible impairment charges
    
    
    4,426
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,426Cash paid for property,
plant and equipment
    
    
    6,689
    
    
    
    4,047
    
    
    
    125
    
    
    
    
    
    
    
    10,861
  October 3,
    
    
    September 27,2009
    
    
    2008United States
    
    $
    242,774
    
    
    $
    290,069Canada
    
    
    84,987
    
    
    
    75,848Other
    
    
    6,862
    
    
    
    7,908Total
    
    $
    334,623
    
    
    $
    373,825
  October 3,
    
    
    September 27,2009
    
    
    2008United States
    
    $
    33,245
    
    
    $
    42,201Canada
    
    
    8,943
    
    
    
    10,311Europe
    
    
    2,051
    
    
    
    2,725Total
    
    $
    44,239
    
    
    $
    55,237
 10. Other (Income) Expense
  Fiscal year
    
    
    Fiscal year
    
    
    Fiscal yearended
    
    
    ended
    
    
    endedOctober 3,
    
    
    September 27,
    
    
    September 29,2009
    
    
    2008
    
    
    2007Unrealized loss (gain)
    
    $
    982
    
    
    $
    3,106
    
    
    $
    (5,926
    )Realized (gain) loss
    
    
    (1,506
    )
    
    
    (31
    )
    
    
    384Total
    
    $
    (524
    )
    
    $
    3,075
    
    
    $
    (5,542
    )
  64




---



##### Table of Contents



11. Condensed Guarantor Data
    65




---



##### Table of Contents



ATT Holding Co.
Consolidating Balance Sheet
As of October 3, 2009
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    454
    
    
    $
    9
    
    
    $
    33,146
    
    
    $
    
    
    
    $
    33,609Trade receivables, net
    
    
    
    
    
    
    34,431
    
    
    
    
    
    
    
    8,018
    
    
    
    
    
    
    
    42,449Inventories
    
    
    
    
    
    
    71,933
    
    
    
    
    
    
    
    18,372
    
    
    
    
    
    
    
    90,305Assets held for sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Prepaid expenses and other
current assets
    
    
    
    
    
    
    4,450
    
    
    
    
    
    
    
    1,865
    
    
    
    
    
    
    
    6,315Total current assets
    
    
    
    
    
    
    111,268
    
    
    
    9
    
    
    
    61,401
    
    
    
    
    
    
    
    172,678Property, plant and equipment, net
    
    
    
    
    
    
    33,246
    
    
    
    
    
    
    
    10,993
    
    
    
    
    
    
    
    44,239Intangibles, net
    
    
    
    
    
    
    5,098
    
    
    
    41,900
    
    
    
    6,683
    
    
    
    
    
    
    
    53,681Goodwill
    
    
    
    
    
    
    43,605
    
    
    
    
    
    
    
    13,889
    
    
    
    
    
    
    
    57,494Intercompany receivable
    
    
    
    
    
    
    29,980
    
    
    
    168,715
    
    
    
    2,941
    
    
    
    (201,636
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    248,762
    
    
    
    163,010
    
    
    
    
    
    
    
    (411,772
    )
    
    
    Other noncurrent assets
    
    
    
    
    
    
    6,531
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,531Total assets
    
    $
    
    
    
    $
    478,490
    
    
    $
    373,634
    
    
    $
    95,907
    
    
    $
    (613,408
    )
    
    $
    334,623Liabilities and stockholders
(deficit) equityCurrent liabilities:Trade accounts payable
    
    $
    
    
    
    $
    12,485
    
    
    $
    31
    
    
    $
    5,698
    
    
    $
    
    
    
    $
    18,214Accrued interest payable
    
    
    
    
    
    
    5,392
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,392Accrued expenses and other
current liabilities
    
    
    
    
    
    
    19,189
    
    
    
    113
    
    
    
    7,340
    
    
    
    
    
    
    
    26,642Revolving loan
    
    
    
    
    
    
    17,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,500Current portion of long-term
debt and capital lease
obligations
    
    
    
    
    
    
    479
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    489Total current liabilities
    
    
    
    
    
    
    55,045
    
    
    
    144
    
    
    
    13,048
    
    
    
    
    
    
    
    68,237Deferred income taxes
    
    
    
    
    
    
    1,544
    
    
    
    11,115
    
    
    
    1,013
    
    
    
    
    
    
    
    13,672Long-term debt
    
    
    
    
    
    
    299,759
    
    
    
    
    
    
    
    32
    
    
    
    
    
    
    
    299,791Accrued retirement benefits
    
    
    
    
    
    
    50,893
    
    
    
    
    
    
    
    943
    
    
    
    
    
    
    
    51,836Other liabilities
    
    
    
    
    
    
    11,370
    
    
    
    1,184
    
    
    
    107
    
    
    
    
    
    
    
    12,661Intercompany payable
    
    
    
    
    
    
    171,453
    
    
    
    
    
    
    
    30,183
    
    
    
    (201,636
    )
    
    
    Cumulative losses in subsidiaries
    
    
    111,574
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (111,574
    )
    
    
    Total liabilities
    
    
    111,574
    
    
    
    590,064
    
    
    
    12,443
    
    
    
    45,326
    
    
    
    (313,210
    )
    
    
    446,197Commitments and contingenciesStockholders (deficit) equity:Preferred stock  Series A
    
    
    
    
    
    
    
    
    
    
    118,249
    
    
    
    49,622
    
    
    
    (167,871
    )
    
    
    Common stock  Class A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock  Class B
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additional paid-in capital
    
    
    111,168
    
    
    
    111,168
    
    
    
    154,502
    
    
    
    
    
    
    
    (265,670
    )
    
    
    111,168Predecessor basis adjustment
    
    
    (13,539
    )
    
    
    (13,539
    )
    
    
    
    
    
    
    
    
    
    
    13,539
    
    
    
    (13,539
    )(Accumulated deficit) retained
earnings
    
    
    (167,272
    )
    
    
    (167,272
    )
    
    
    77,681
    
    
    
    (8,711
    )
    
    
    98,302
    
    
    
    (167,272
    )Accumulated other comprehensive
(loss) income
    
    
    (41,931
    )
    
    
    (41,931
    )
    
    
    10,759
    
    
    
    9,670
    
    
    
    21,502
    
    
    
    (41,931
    )Total stockholders (deficit) equity
    
    
    (111,574
    )
    
    
    (111,574
    )
    
    
    361,191
    
    
    
    50,581
    
    
    
    (300,198
    )
    
    
    (111,574
    )Total liabilities and stockholders
(deficit) equity
    
    $
    
    
    
    $
    478,490
    
    
    $
    373,634
    
    
    $
    95,907
    
    
    $
    (613,408
    )
    
    $
    334,623
 66




---



##### Table of Contents



ATT Holding Co.
Consolidating Balance Sheet
As of September 27, 2008
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    285
    
    
    $
    5
    
    
    $
    16,869
    
    
    $
    
    
    
    $
    17,159Trade receivables, net
    
    
    
    
    
    
    48,413
    
    
    
    
    
    
    
    10,755
    
    
    
    
    
    
    
    59,168Inventories
    
    
    
    
    
    
    91,411
    
    
    
    
    
    
    
    19,480
    
    
    
    
    
    
    
    110,891Assets held for sale
    
    
    
    
    
    
    1,025
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,025Prepaid expenses and other
current assets
    
    
    
    
    
    
    4,313
    
    
    
    
    
    
    
    1,843
    
    
    
    
    
    
    
    6,156Total current assets
    
    
    
    
    
    
    145,447
    
    
    
    5
    
    
    
    48,947
    
    
    
    
    
    
    
    194,399Property, plant and equipment, net
    
    
    
    
    
    
    42,202
    
    
    
    
    
    
    
    13,035
    
    
    
    
    
    
    
    55,237Intangibles, net
    
    
    
    
    
    
    6,162
    
    
    
    42,701
    
    
    
    7,286
    
    
    
    
    
    
    
    56,149Goodwill
    
    
    
    
    
    
    43,605
    
    
    
    
    
    
    
    14,637
    
    
    
    
    
    
    
    58,242Intercompany receivable
    
    
    
    
    
    
    27,079
    
    
    
    136,937
    
    
    
    2,308
    
    
    
    (166,324
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    223,202
    
    
    
    163,342
    
    
    
    
    
    
    
    (386,544
    )
    
    
    Other noncurrent assets
    
    
    
    
    
    
    9,798
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,798Total assets
    
    $
    
    
    
    $
    497,495
    
    
    $
    342,985
    
    
    $
    86,213
    
    
    $
    (552,868
    )
    
    $
    373,825Liabilities and stockholders
(deficit) equityCurrent liabilities:Trade accounts payable
    
    $
    
    
    
    $
    28,172
    
    
    $
    48
    
    
    $
    7,471
    
    
    $
    
    
    
    $
    35,691Accrued interest payable
    
    
    
    
    
    
    6,021
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,021Accrued expenses and other
current liabilities
    
    
    
    
    
    
    20,174
    
    
    
    
    
    
    
    7,460
    
    
    
    
    
    
    
    27,634Revolving loan
    
    
    
    
    
    
    40,010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,010Current portion of long-term
debt and capital lease
obligations
    
    
    
    
    
    
    554
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    554Total current liabilities
    
    
    
    
    
    
    94,931
    
    
    
    48
    
    
    
    14,931
    
    
    
    
    
    
    
    109,910Deferred income taxes
    
    
    
    
    
    
    112
    
    
    
    9,566
    
    
    
    1,670
    
    
    
    
    
    
    
    11,348Long-term debt
    
    
    
    
    
    
    300,130
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,130Accrued retirement benefits
    
    
    
    
    
    
    24,508
    
    
    
    
    
    
    
    1,600
    
    
    
    
    
    
    
    26,108Other liabilities
    
    
    
    
    
    
    10,487
    
    
    
    
    
    
    
    47
    
    
    
    
    
    
    
    10,534Intercompany payable
    
    
    
    
    
    
    151,532
    
    
    
    
    
    
    
    14,792
    
    
    
    (166,324
    )
    
    
    Cumulative losses in subsidiaries
    
    
    84,205
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (84,205
    )
    
    
    Total liabilities
    
    
    84,205
    
    
    
    581,700
    
    
    
    9,614
    
    
    
    33,040
    
    
    
    (250,529
    )
    
    
    458,030Commitments and contingenciesStockholders (deficit) equity:Preferred stock  Series A
    
    
    
    
    
    
    
    
    
    
    118,249
    
    
    
    49,622
    
    
    
    (167,871
    )
    
    
    Common stock  Class A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock  Class B
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Additional paid-in capital
    
    
    110,500
    
    
    
    110,500
    
    
    
    154,502
    
    
    
    
    
    
    
    (265,002
    )
    
    
    110,500Predecessor basis adjustment
    
    
    (13,539
    )
    
    
    (13,539
    )
    
    
    
    
    
    
    
    
    
    
    13,539
    
    
    
    (13,539
    )(Accumulated deficit) retained
earnings
    
    
    (172,129
    )
    
    
    (172,129
    )
    
    
    50,548
    
    
    
    (6,020
    )
    
    
    127,601
    
    
    
    (172,129
    )Accumulated other comprehensive
(loss) income
    
    
    (9,037
    )
    
    
    (9,037
    )
    
    
    10,072
    
    
    
    9,571
    
    
    
    (10,606
    )
    
    
    (9,037
    )Total stockholders (deficit) equity
    
    
    (84,205
    )
    
    
    (84,205
    )
    
    
    333,371
    
    
    
    53,173
    
    
    
    (302,339
    )
    
    
    (84,205
    )Total liabilities and stockholders
(deficit) equity
    
    $
    
    
    
    $
    497,495
    
    
    $
    342,985
    
    
    $
    86,213
    
    
    $
    (552,868
    )
    
    $
    373,825
 67




---



##### Table of Contents



ATT Holding Co.
Consolidating Statement of Operations
Fiscal Year Ended October 3, 2009
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    372,055
    
    
    $
    
    
    
    $
    97,103
    
    
    $
    (16,967
    )
    
    $
    452,191Cost of goods sold
    
    
    
    
    
    
    273,286
    
    
    
    
    
    
    
    69,600
    
    
    
    (16,967
    )
    
    
    325,919Gross profit
    
    
    
    
    
    
    98,769
    
    
    
    
    
    
    
    27,503
    
    
    
    
    
    
    
    126,272Selling, general and administrative
expenses
    
    
    
    
    
    
    69,719
    
    
    
    207
    
    
    
    16,912
    
    
    
    
    
    
    
    86,838Loss on disposal of fixed assets
    
    
    
    
    
    
    1,389
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,389Amortization of intangible assets
    
    
    
    
    
    
    1,066
    
    
    
    
    
    
    
    148
    
    
    
    
    
    
    
    1,214Impairment charges
    
    
    
    
    
    
    476
    
    
    
    800
    
    
    
    451
    
    
    
    
    
    
    
    1,727Operating income (loss)
    
    
    
    
    
    
    26,119
    
    
    
    (1,007
    )
    
    
    9,992
    
    
    
    
    
    
    
    35,104Interest expense (income)
    
    
    
    
    
    
    39,546
    
    
    
    (20,419
    )
    
    
    10,581
    
    
    
    
    
    
    
    29,708Other expense (income)
    
    
    
    
    
    
    6,690
    
    
    
    (8,934
    )
    
    
    1,720
    
    
    
    
    
    
    
    (524
    )(Loss) income before income taxes
    
    
    
    
    
    
    (20,117
    )
    
    
    28,346
    
    
    
    (2,309
    )
    
    
    
    
    
    
    5,920Income tax expense
    
    
    
    
    
    
    466
    
    
    
    514
    
    
    
    383
    
    
    
    
    
    
    
    1,363Equity in earnings (losses) of subsidiaries
    
    
    4,557
    
    
    
    25,140
    
    
    
    (700
    )
    
    
    
    
    
    
    (28,997
    )
    
    
    Net income (loss)
    
    $
    4,557
    
    
    $
    4,557
    
    
    $
    27,132
    
    
    $
    (2,692
    )
    
    $
    (28,997
    )
    
    $
    4,557
 ATT Holding Co.
Consolidating Statement of Operations
Fiscal Year Ended September 27, 2008
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    415,853
    
    
    $
    
    
    
    $
    103,773
    
    
    $
    (16,173
    )
    
    $
    503,453Cost of goods sold
    
    
    
    
    
    
    316,787
    
    
    
    
    
    
    
    71,995
    
    
    
    (16,173
    )
    
    
    372,609Gross profit
    
    
    
    
    
    
    99,066
    
    
    
    
    
    
    
    31,778
    
    
    
    
    
    
    
    130,844Selling, general and
administrative expenses
    
    
    
    
    
    
    77,607
    
    
    
    223
    
    
    
    18,428
    
    
    
    
    
    
    
    96,258Loss (gain) on disposal of fixed
assets
    
    
    
    
    
    
    832
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    829Amortization of intangible assets
    
    
    
    
    
    
    1,181
    
    
    
    
    
    
    
    182
    
    
    
    
    
    
    
    1,363Impairment charges
    
    
    
    
    
    
    200
    
    
    
    15,583
    
    
    
    
    
    
    
    
    
    
    
    15,783Operating income (loss)
    
    
    
    
    
    
    19,246
    
    
    
    (15,806
    )
    
    
    13,171
    
    
    
    
    
    
    
    16,611Interest expense (income)
    
    
    
    
    
    
    42,497
    
    
    
    (17,909
    )
    
    
    9,224
    
    
    
    
    
    
    
    33,812Other expense (income)
    
    
    
    
    
    
    8,241
    
    
    
    (9,896
    )
    
    
    4,730
    
    
    
    
    
    
    
    3,075(Loss) income before income taxes
    
    
    
    
    
    
    (31,492
    )
    
    
    11,999
    
    
    
    (783
    )
    
    
    
    
    
    
    (20,276
    )Income tax benefit
    
    
    
    
    
    
    (817
    )
    
    
    (2,600
    )
    
    
    (437
    )
    
    
    
    
    
    
    (3,854
    )(Loss) equity in earnings of
subsidiaries
    
    
    (16,422
    )
    
    
    14,253
    
    
    
    (142
    )
    
    
    
    
    
    
    2,311
    
    
    
    Net (loss) income
    
    $
    (16,422
    )
    
    $
    (16,422
    )
    
    $
    14,457
    
    
    $
    (346
    )
    
    $
    2,311
    
    
    $
    (16,422
    )
 68




---



##### Table of Contents



ATT Holding Co.
Consolidating Statement of Operations
Fiscal Year Ended September 29, 2007
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    430,356
    
    
    $
    
    
    
    $
    79,286
    
    
    $
    (8,875
    )
    
    $
    500,767Cost of goods sold
    
    
    
    
    
    
    332,792
    
    
    
    
    
    
    
    55,434
    
    
    
    (8,875
    )
    
    
    379,351Gross profit
    
    
    
    
    
    
    97,564
    
    
    
    
    
    
    
    23,852
    
    
    
    
    
    
    
    121,416Selling, general and
administrative expenses
    
    
    
    
    
    
    79,469
    
    
    
    
    
    
    
    16,394
    
    
    
    
    
    
    
    95,863Loss (gain) on disposal of fixed
assets
    
    
    
    
    
    
    1,316
    
    
    
    
    
    
    
    (17
    )
    
    
    
    
    
    
    1,299Amortization of intangible assets
    
    
    
    
    
    
    1,332
    
    
    
    
    
    
    
    164
    
    
    
    
    
    
    
    1,496Impairment charges
    
    
    
    
    
    
    42
    
    
    
    4,427
    
    
    
    (4
    )
    
    
    
    
    
    
    4,465Operating income (loss)
    
    
    
    
    
    
    15,405
    
    
    
    (4,427
    )
    
    
    7,315
    
    
    
    
    
    
    
    18,293Interest expense (income)
    
    
    
    
    
    
    43,454
    
    
    
    (8,202
    )
    
    
    893
    
    
    
    
    
    
    
    36,145Other expense (income)
    
    
    
    
    
    
    6,014
    
    
    
    (6,914
    )
    
    
    (4,642
    )
    
    
    
    
    
    
    (5,542
    )(Loss) income before income taxes
    
    
    
    
    
    
    (34,063
    )
    
    
    10,689
    
    
    
    11,064
    
    
    
    
    
    
    
    (12,310
    )Income tax expense (benefit)
    
    
    
    
    
    
    6,283
    
    
    
    (3,585
    )
    
    
    3,102
    
    
    
    
    
    
    
    5,800(Loss) equity in earnings of
subsidiaries
    
    
    (18,110
    )
    
    
    22,236
    
    
    
    7,923
    
    
    
    
    
    
    
    (12,049
    )
    
    
    Net (loss) income
    
    $
    (18,110
    )
    
    $
    (18,110
    )
    
    $
    22,197
    
    
    $
    7,962
    
    
    $
    (12,049
    )
    
    $
    (18,110
    )
 69




---



##### Table of Contents



ATT Holding Co.
Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended October 3, 2009
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet income (loss)
    
    $
    4,557
    
    
    $
    4,557
    
    
    $
    27,132
    
    
    $
    (2,692
    )
    
    $
    (28,997
    )
    
    $
    4,557Adjustments to reconcile net income (loss) to net
cash provided by operating activities:Depreciation expense
    
    
    
    
    
    
    14,266
    
    
    
    
    
    
    
    2,167
    
    
    
    
    
    
    
    16,433Equity in (earnings) loss of subsidiaries
    
    
    (4,557
    )
    
    
    (25,140
    )
    
    
    700
    
    
    
    
    
    
    
    28,997
    
    
    
    Provision for (benefit from) deferred taxes
    
    
    
    
    
    
    
    
    
    
    1,294
    
    
    
    (34
    )
    
    
    
    
    
    
    1,260Impairment charges
    
    
    
    
    
    
    476
    
    
    
    800
    
    
    
    451
    
    
    
    
    
    
    
    1,727Other, net
    
    
    
    
    
    
    4,765
    
    
    
    
    
    
    
    214
    
    
    
    
    
    
    
    4,979Unrealized foreign currency loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    982
    
    
    
    
    
    
    
    982Related party non-cash transactions
    
    
    
    
    
    
    (2,526
    )
    
    
    1,523
    
    
    
    1,003
    
    
    
    
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    13,999
    
    
    
    
    
    
    
    2,015
    
    
    
    
    
    
    
    16,014Inventories
    
    
    
    
    
    
    19,478
    
    
    
    
    
    
    
    260
    
    
    
    
    
    
    
    19,738Prepaid expenses and other current assets
    
    
    
    
    
    
    1,532
    
    
    
    
    
    
    
    (387
    )
    
    
    
    
    
    
    1,145Accounts payable
    
    
    
    
    
    
    (15,687
    )
    
    
    (15
    )
    
    
    (1,335
    )
    
    
    
    
    
    
    (17,037
    )Intercompany accounts
    
    
    
    
    
    
    19,334
    
    
    
    (32,726
    )
    
    
    13,392
    
    
    
    
    
    
    
    Accrued expenses and other liabilities
    
    
    
    
    
    
    (6,224
    )
    
    
    1,296
    
    
    
    103
    
    
    
    
    
    
    
    (4,825
    )Net cash provided by operating activities
    
    
    
    
    
    
    28,830
    
    
    
    4
    
    
    
    16,139
    
    
    
    
    
    
    
    44,973Investing activitiesCash paid for property, plant and equipment
    
    
    
    
    
    
    (5,733
    )
    
    
    
    
    
    
    (1,016
    )
    
    
    
    
    
    
    (6,749
    )Proceeds from sale of property, plant and equipment
    
    
    
    
    
    
    136
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    136Net cash used in investing activities
    
    
    
    
    
    
    (5,597
    )
    
    
    
    
    
    
    (1,016
    )
    
    
    
    
    
    
    (6,613
    )Financing activitiesRepayments of long-term debt
    
    
    
    
    
    
    (554
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (554
    )Borrowings on revolver
    
    
    
    
    
    
    146,171
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    146,171Repayments on revolver
    
    
    
    
    
    
    (168,681
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (168,681
    )Principal payments under capital lease obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )Net cash used in financing activities
    
    
    
    
    
    
    (23,064
    )
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    (23,072
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,162
    
    
    
    
    
    
    
    1,162Increase in cash and cash equivalents
    
    
    
    
    
    
    169
    
    
    
    4
    
    
    
    16,277
    
    
    
    
    
    
    
    16,450Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    285
    
    
    
    5
    
    
    
    16,869
    
    
    
    
    
    
    
    17,159Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    454
    
    
    $
    9
    
    
    $
    33,146
    
    
    $
    
    
    
    $
    33,609
 70




---



##### Table of Contents



ATT Holding Co.
Condensed Consolidating Statement of Cash Flows
Fiscal Period Ended September 27, 2008
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet (loss) income
    
    $
    (16,422
    )
    
    $
    (16,422
    )
    
    $
    14,457
    
    
    $
    (346
    )
    
    $
    2,311
    
    
    $
    (16,422
    )Adjustments to reconcile net (loss) income to net
cash provided by operating activities:Depreciation expense
    
    
    
    
    
    
    13,111
    
    
    
    
    
    
    
    2,657
    
    
    
    
    
    
    
    15,768Equity in loss (earnings) of subsidiaries
    
    
    16,422
    
    
    
    (14,253
    )
    
    
    142
    
    
    
    
    
    
    
    (2,311
    )
    
    
    Benefit from deferred taxes
    
    
    
    
    
    
    
    
    
    
    (3,894
    )
    
    
    (71
    )
    
    
    
    
    
    
    (3,965
    )Other, net
    
    
    
    
    
    
    4,527
    
    
    
    
    
    
    
    235
    
    
    
    
    
    
    
    4,762Unrealized foreign currency loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,106
    
    
    
    
    
    
    
    3,106Impairment charges
    
    
    
    
    
    
    200
    
    
    
    15,583
    
    
    
    
    
    
    
    
    
    
    
    15,783Non cash provision for taxes
    
    
    
    
    
    
    11,867
    
    
    
    1,048
    
    
    
    (12,915
    )
    
    
    
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    (3,014
    )
    
    
    
    
    
    
    (257
    )
    
    
    
    
    
    
    (3,271
    )Inventories
    
    
    
    
    
    
    5,169
    
    
    
    
    
    
    
    (1,455
    )
    
    
    
    
    
    
    3,714Prepaid expenses and other current assets
    
    
    
    
    
    
    (2,750
    )
    
    
    
    
    
    
    663
    
    
    
    
    
    
    
    (2,087
    )Accounts payable
    
    
    
    
    
    
    (1,295
    )
    
    
    (111
    )
    
    
    1,928
    
    
    
    
    
    
    
    522Intercompany accounts
    
    
    
    
    
    
    18,871
    
    
    
    (27,225
    )
    
    
    8,354
    
    
    
    
    
    
    
    Accrued expenses and other liabilities
    
    
    
    
    
    
    (7,133
    )
    
    
    
    
    
    
    12,007
    
    
    
    
    
    
    
    4,874Net cash provided by operating activities
    
    
    
    
    
    
    8,878
    
    
    
    
    
    
    
    13,906
    
    
    
    
    
    
    
    22,784Investing activitiesCash paid for property, plant and equipment
    
    
    
    
    
    
    (6,585
    )
    
    
    
    
    
    
    (1,515
    )
    
    
    
    
    
    
    (8,100
    )Proceeds from sale of property, plant and equipment
    
    
    
    
    
    
    588
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    600Proceeds from state government grant
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300Net cash used in investing activities
    
    
    
    
    
    
    (5,697
    )
    
    
    
    
    
    
    (1,503
    )
    
    
    
    
    
    
    (7,200
    )Financing activitiesRepayments of long-term debt
    
    
    
    
    
    
    (684
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (684
    )Borrowings on revolver
    
    
    
    
    
    
    162,618
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162,618Repayments on revolver
    
    
    
    
    
    
    (165,106
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (165,106
    )Net cash used in financing activities
    
    
    
    
    
    
    (3,172
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,172
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (435
    )
    
    
    
    
    
    
    (435
    )Increase in cash and cash equivalents
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    11,968
    
    
    
    
    
    
    
    11,977Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    276
    
    
    
    5
    
    
    
    4,901
    
    
    
    
    
    
    
    5,182Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    285
    
    
    $
    5
    
    
    $
    16,869
    
    
    $
    
    
    
    $
    17,159
 71




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##### Table of Contents



ATT Holding Co.
Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended September 29, 2007
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet (loss) income
    
    $
    (18,110
    )
    
    $
    (18,110
    )
    
    $
    22,197
    
    
    $
    7,962
    
    
    $
    (12,049
    )
    
    $
    (18,110
    )Adjustments to reconcile net (loss) income to net
cash provided by (used in) operating activities:Depreciation expense
    
    
    
    
    
    
    13,759
    
    
    
    
    
    
    
    2,370
    
    
    
    
    
    
    
    16,129Equity in loss (earnings) of subsidiaries
    
    
    18,110
    
    
    
    (22,236
    )
    
    
    (7,923
    )
    
    
    
    
    
    
    12,049
    
    
    
    Provision for (benefit from) deferred taxes
    
    
    
    
    
    
    5,270
    
    
    
    (3,687
    )
    
    
    493
    
    
    
    
    
    
    
    2,076Other, net
    
    
    
    
    
    
    5,205
    
    
    
    
    
    
    
    42
    
    
    
    
    
    
    
    5,247Unrealized foreign currency gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,926
    )
    
    
    
    
    
    
    (5,926
    )Impairment charges
    
    
    
    
    
    
    213
    
    
    
    4,426
    
    
    
    (174
    )
    
    
    
    
    
    
    4,465Non cash provision for taxes
    
    
    
    
    
    
    2,199
    
    
    
    103
    
    
    
    (2,302
    )
    
    
    
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    11,573
    
    
    
    
    
    
    
    (137
    )
    
    
    
    
    
    
    11,436Inventories
    
    
    
    
    
    
    28,867
    
    
    
    
    
    
    
    (787
    )
    
    
    
    
    
    
    28,080Prepaid expenses and other current assets
    
    
    
    
    
    
    1,820
    
    
    
    
    
    
    
    (230
    )
    
    
    
    
    
    
    1,590Accounts payable
    
    
    
    
    
    
    (4,319
    )
    
    
    95
    
    
    
    (813
    )
    
    
    
    
    
    
    (5,037
    )Intercompany accounts
    
    
    
    
    
    
    14,258
    
    
    
    (15,212
    )
    
    
    954
    
    
    
    
    
    
    
    Accrued expenses and other liabilities
    
    
    
    
    
    
    (11,099
    )
    
    
    
    
    
    
    2,045
    
    
    
    
    
    
    
    (9,054
    )Net cash provided by (used in) operating activities
    
    
    
    
    
    
    27,400
    
    
    
    (1
    )
    
    
    3,497
    
    
    
    
    
    
    
    30,896Investing activitiesCash paid for property, plant and equipment
    
    
    
    
    
    
    (6,609
    )
    
    
    
    
    
    
    (4,252
    )
    
    
    
    
    
    
    (10,861
    )Proceeds from sale of property, plant and equipment
    
    
    
    
    
    
    1,507
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,507Restricted cash released from escrow
    
    
    
    
    
    
    2,081
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,081Investment in joint venture
    
    
    
    
    
    
    (300
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (300
    )Net cash used in investing activities
    
    
    
    
    
    
    (3,321
    )
    
    
    
    
    
    
    (4,252
    )
    
    
    
    
    
    
    (7,573
    )Financing activitiesRepayments of long-term debt
    
    
    
    
    
    
    (710
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (710
    )Borrowings on revolver
    
    
    
    
    
    
    143,138
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143,138Repayments on revolver
    
    
    
    
    
    
    (167,248
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (167,248
    )Net cash used in financing activities
    
    
    
    
    
    
    (24,820
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,820
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,042
    
    
    
    (1
    )
    
    
    1,041(Decrease) increase in cash and cash equivalents
    
    
    
    
    
    
    (741
    )
    
    
    (1
    )
    
    
    287
    
    
    
    (1
    )
    
    
    (456
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    1,017
    
    
    
    6
    
    
    
    4,614
    
    
    
    1
    
    
    
    5,638Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    276
    
    
    $
    5
    
    
    $
    4,901
    
    
    $
    
    
    
    $
    5,182
 72




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##### Table of Contents



12. Related Party Transactions
      73




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##### Table of Contents



Strip Subscription Agreements
  Employee Subscription Agreements
   74




---



##### Table of Contents



Unvested
    
    
    VestedClass B Incentive Units as of September 27, 2008
    
    
    82,642
    
    
    
    51,627Granted
    
    
    3,700
    
    
    
    Purchased
    
    
    
    
    
    
    (574
    )Vested
    
    
    (22,438
    )
    
    
    22,438Forfeited
    
    
    (828
    )
    
    
    Class B Incentive Units as of October 3, 2009
    
    
    63,076
    
    
    
    73,491
  Class A and A-3
    
    
    Class BUnits outstanding as of September 27, 2008
    
    
    124,237
    
    
    
    124,237Granted
    
    
    210
    
    
    
    210Purchased
    
    
    (70
    )
    
    
    (70
    )Units outstanding as of October 3, 2009
    
    
    124,377
    
    
    
    124,377
 13. Assets Held for Sale
   14. Fair Value of Financial Instruments
  Quoted Pricesin Active Marketsfor Identical
    
    
    Significant Other
    
    
    Significant OtherAssets
    
    
    Observable Inputs
    
    
    Unobservable Inputs
    
    
    Total as of(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    

October 3, 2009Foreign currency forward contracts
    
    $
    
    
    
    $
    113
    
    
    $
    
    
    
    $
    113Total assets
    
    $
    
    
    
    $
    113
    
    
    $
    
    
    
    $
    113Foreign currency forward contracts
    
    $
    
    
    
    $
    171
    
    
    $
    
    
    
    $
    171Interest rate swaps
    
    
    
    
    
    
    2,725
    
    
    
    
    
    
    
    2,725Total liabilities
    
    $
    
    
    
    $
    2,896
    
    
    $
    
    
    
    $
    2,896
 75




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##### Table of Contents



15. Derivative Instruments and Hedging Activities
  Asset Derivatives
    
    
    Liability DerivativesDescription of
    
    Qualifies for Hedge
    
    
    
    
    
    
    Balance Sheet
    
    
    Pretax Loss
    
    
    
    
    
    
    Balance Sheet
    
    
    Pretax LossDerivative
    
    Designation
    
    
    Fair Value
    
    
    Location
    
    
    Recognized in AOCI
    
    
    Fair Value
    
    
    Location
    
    
    Recognized in AOCIForeign
currency forward
contracts
    
    No
    
    $
    113
    
    
    
    (a
    )
    
    $
    
    
    
    $
    171
    
    
    
    (b
    )
    
    $
    Interest rate swaps
    
    Yes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,725
    
    
    
    (c
    )
    
    
    2,725
 
 (a)
    
    The balance sheet location for the foreign currency forward contracts is Prepaid
expenses and other current assets.(b)
    
    The balance sheet location for the foreign currency forward contracts is Accrued
expenses and other current liabilities.(c)
    
    The balance sheet location for the interest rate swaps is Other liabilities.  Location of pretax
    
    
    Amount of pretax
    
    
    
    
    
    
    Amount of pretaxgain or (loss)
    
    
    gain or (loss)
    
    
    Location of pretax gain or
    
    
    gain or (loss)Description
    
    Qualifies for Hedge
    
    
    reclassed from AOCI
    
    
    reclassed from AOCI
    
    
    (loss) recognized in
    
    
    recognized inof Derivative
    
    Designation
    
    
    into earnings
    
    
    into earnings
    
    
    earnings
    
    
    earningsForeign
currency forward
contracts
    
    No
    
    
    
    
    
    $
    
    
    
    Other expense
    
    $
    1,635Other
    
    No
    
    
    
    
    
    
    
    
    
    SG&A
    
    
    (88
    )Interest rate swaps
    
    Yes
    
    Interest expense
    
    $
    (1,490
    )
    
    
    
    
    
    
    
   16. Commitments and Contingencies
   76




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##### Table of Contents



17. Other
  18. Subsequent Events
  77




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##### Table of Contents



Item 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 Item 9A(T).
    
    CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Internal Control Over Financial Reporting
 Internal Controls-Integrated Framework
  Changes in Internal Control Over Financial Reporting
  
 Item 9B.
    
    OTHER INFORMATION
  78




---



##### Table of Contents



PART III
 
 Item 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Name
    
    Age
    
    PositionDuane Greenly
    
    
    59
    
    
    President and Chief Executive Officer. Member of
our Board of Directors, the Board of Directors of
our parent, the Board of Directors of the buyer and
the Board of Directors of the buyer parentDavid Nuti
    
    
    50
    
    
    Chief Financial OfficerJean Gaudreault
    
    
    53
    
    
    President and General Manager, Garant (Canada)Thomas OConnor
    
    
    63
    
    
    Managing Director, True Temper Ltd. (Ireland)Lawrence Baab
    
    
    47
    
    
    Vice President, Marketing and Product DevelopmentDaniel Yurovich
    
    
    46
    
    
    Senior Vice President of OperationsJohn Castle
    
    
    69
    
    
    Member of the Board of Directors of the buyer parentJustin Wender
    
    
    40
    
    
    Member of the Board of Directors of the buyer parentWilliam Pruellage
    
    
    36
    
    
    Member of the Board of Directors of the buyer parentRichard Moore
    
    
    49
    
    
    Member of the Board of Directors of the buyer parentRichard Dell
    
    
    63
    
    
    Member of the Board of Directors of the buyer parentRobert Elman
    
    
    71
    
    
    Member of the Board of Directors of the buyer parentEdward LeBlanc
    
    
    63
    
    
    Member of the Board of Directors of the buyer parentKenneth Roman
    
    
    78
    
    
    Member of the Board of Directors of the buyer parent
 Duane Greenly
 David Nuti
 Jean Gaudreault
 Thomas OConnor
 79




---



##### Table of Contents



Lawrence Baab
 Daniel Yurovich
 John K. Castle
 Justin Wender
 William M. Pruellage
 80




---



##### Table of Contents



Richard Moore
 Richard Dell
 Robert Elman
 Edward LeBlanc
 Kenneth Roman
 Audit Committee Financial Expert
  Code of Ethics
  81




---



##### Table of Contents



82




---



##### Table of Contents



Item 11.
    
    EXECUTIVE COMPENSATION
 EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
 Overview of Compensation Program
  
    
    annual salary;
    
    annual cash bonus incentive; and
    
    various health, disability, retirement and other benefits, including post-termination
arrangements.
  
    
    Duane Greenly, President & Chief Executive Officer
    
    David Nuti, Chief Financial Officer
    
    Jean Gaudreault, President & General Manager, Garant
    
    Lawrence Baab, Vice President of Marketing and Product Development
    
    Daniel Yurovich, Senior Vice President of Operations
 General Compensation Philosophy and Objectives
  
    
    correlate executive compensation with annual performance objectives (both financial
and personal) to the achievement of short-term objectives and long-term growth for ATT and
its stockholder;
    
    promote individual initiative and achievement;
    
    provide total compensation packages that are fair, reasonable and competitive with
comparable industrial companies; and
    
    attract and retain qualified executives who are critical to our long-term success.
  Compensation Committee
  
    
    Determining financial bonus targets for ATT for the upcoming fiscal year and the
upper and lower thresholds of potential bonus that may be earned.
    
    Setting personal objectives for the Chief Executive Officer.
    
    Determining compensation for ATTs NEOs, including the Chief Executive Officer for
the following year based on the current years audited financial results.
    
    Approving bonus payouts consistent with the current year bonus policy and attainment
of predetermined financial targets.
 83




---



##### Table of Contents



Compensation Components
 Annual Salary
  
    
    the available salary budget, which is established based on recent salary data for
manufacturing companies based on geographic area and the size of the Company determined by
number of employees (taken from various survey sources);
    
    the NEOs current and historical performance and contribution to our business,
including achieved results of operations for which he is responsible and other key
strategic accomplishments on pre-established goals within his area of responsibility;
    
    the NEOs level and amount of responsibility within our business, focusing
particularly on the individuals ability to impact bottom-line results, either directly or
through the groups of people he manages and considering any change in the NEOs level of
responsibility;
    
    comparison to other internal salaries, with the goal of internal equity that reward
positions with similar levels of responsibility; and
    
    our salary range structure for various grade levels.
  Annual Cash Bonus Incentive
    84




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##### Table of Contents



Other Components of the Executive Compensation Program
  
    
    health insurance;
    
    disability insurance;
    
    term life insurance benefit equal to two times the individuals salary up to a
maximum benefit of $300,000;
    
    defined benefit pension plan (plan was frozen May 31, 2008);
    
    401(k) Savings Plan; and
    
    non  qualified 401(k) Savings Plan.
  85




---



##### Table of Contents



Age and Years of Service
    
    Matching contributionsLess than 55
    
    100% of the 1st 3% and 50% of the next 2% deferred55, less than 60
    
    100% of the 1st 5% deferred60, less than 65
    
    100% of the 1st 6% deferred65, less than 70
    
    116.66% of the 1st 6% deferred70, less than 75
    
    133.33% of the 1st 6% deferredGreater than 75
    
    150% of the 1st 6% deferred
    Employment/Severance Agreements
  86




---



##### Table of Contents



Executive Compensation Tables
 Summary Compensation Table
 Changein ValueAnnual
    
    
    of
    
    
    ChangeFiscal
    
    
    Cash
    
    
    Regular
    
    
    in ValueYear
    
    
    Bonus
    
    
    Pension
    
    
    of SERP
    
    
    All OtherSalary
    
    
    Incentive
    
    
    Benefit
    
    
    Benefit
    
    
    CompensationNEO
    
    Year
    
    
    (a)
    
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    TotalD. Greenly
    
    
    2009
    
    
    $
    407,692
    
    
    $
    536,833
    
    
    $
    29,668
    
    
    $
    4,827
    
    
    $
    33,610
    
    
    $
    1,012,6302008
    
    
    
    329,808
    
    
    
    247,668
    
    
    
    29,701
    
    
    
    6,067
    
    
    
    24,335
    
    
    
    637,5792007
    
    
    
    269,804
    
    
    
    59,806
    
    
    
    39,208
    
    
    
    5,046
    
    
    
    19,782
    
    
    
    393,646D. Nuti
    
    
    2009
    
    
    
    264,424
    
    
    
    214,799
    
    
    
    4,254
    
    
    
    
    
    
    
    22,055
    
    
    
    505,5322008
    
    
    
    246,785
    
    
    
    161,169
    
    
    
    14,536
    
    
    
    
    
    
    
    16,651
    
    
    
    439,1412007
    
    
    
    235,890
    
    
    
    44,229
    
    
    
    18,465
    
    
    
    
    
    
    
    17,007
    
    
    
    315,591J. Gaudreault
    
    
    2009
    
    
    
    267,584
    
    
    
    253,176
    
    
    
    
    
    
    
    
    
    
    
    14,397
    
    
    
    535,1572008
    
    
    
    258,718
    
    
    
    282,656
    
    
    
    
    
    
    
    
    
    
    
    15,205
    
    
    
    556,5792007
    
    
    
    257,448
    
    
    
    39,010
    
    
    
    
    
    
    
    
    
    
    
    14,286
    
    
    
    310,744L. Baab(f)
    
    
    2009
    
    
    
    259,231
    
    
    
    149,820
    
    
    
    
    
    
    
    
    
    
    
    91,384
    
    
    
    500,435D. Yurovich(f)
    
    
    2009
    
    
    
    210,769
    
    
    
    142,679
    
    
    
    3,936
    
    
    
    
    
    
    
    20,840
    
    
    
    378,224
 
 (a)
    
    Amounts shown in this column represent the fiscal year salary for each year. Fiscal 2009
was a 53 week year. Mr. Gaudreaults salary was converted to U.S. dollars using the exchange
rate in effect on the last day of the fiscal year: Fiscal 2009: Canadian $1:00 = USD $0.92,
Fiscal 2008: Canadian $1.00 = USD $0.97, Fiscal 2007: Canadian $1.00 = USD $1.00.(b)
    
    Amounts shown in this column represent the annual cash bonus incentive paid to each NEO based
on achievement of financial targets and personal objectives for the fiscal year.(c)
    
    Amounts shown in this column represent the change in value of the regular pension benefit
from July 1, 2008 to October 3, 2009 for Fiscal 2009, July 1, 2007 to June 30, 2008 for Fiscal
2008, July 1, 2006 to June 30, 2007 for Fiscal 2007. Mr. Gaudreault is not in the pension plan
but is in the Registered Retirement Savings Plan (RRSP) in Canada.(d)
    
    Amounts shown in this column represent the change in value of the SERP benefit from July 1,
2008 to October 3, 2009, for Mr. Greenly.(e)
    
    Amounts shown in this column consist of items detailed in the All Other Compensation Table,
automobile allowance and expense, matching contributions to the 401 (k) or RRSP plan and other
expenses paid as noted in the table.(f)
    
    Fiscal 2009 is the first year that Mr. Baab and Mr. Yurovich are named executive officers. 87




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##### Table of Contents



All Other Compensation Table
 MatchingAutomobile
    
    
    Contributions to
    
    
    Non-QualifiedAllowance
    
    
    401(k) or
    
    
    401(k)
    
    
    OtherNEO
    
    Year
    
    
    and Expenses
    
    
    RRSP
    
    
    Contributions
    
    
    (d)
    
    
    TotalD. Greenly
    
    
    2009
    
    
    $
    11,100
    
    
    $
    9,800
    
    
    $
    12,710
    
    
    $
    
    
    
    $
    33,6102008
    
    
    
    9,900
    
    
    
    5,394
    
    
    
    9,041
    
    
    
    
    
    
    
    24,3352007
    
    
    
    12,573
    
    
    
    7,209
    
    
    
    
    
    
    
    
    
    
    
    19,782D. Nuti
    
    
    2009
    
    
    
    11,100
    
    
    
    9,615
    
    
    
    1,340
    
    
    
    
    
    
    
    22,0552008
    
    
    
    9,900
    
    
    
    6,252
    
    
    
    499
    
    
    
    
    
    
    
    16,6512007
    
    
    
    12,887
    
    
    
    4,120
    
    
    
    
    
    
    
    
    
    
    
    17,007J. Gaudreault (a)(b)
    
    
    2009
    
    
    
    8,516
    
    
    
    5,881
    
    
    
    
    
    
    
    
    
    
    
    14,3972008
    
    
    
    8,884
    
    
    
    6,321
    
    
    
    
    
    
    
    
    
    
    
    15,2052007
    
    
    
    6,666
    
    
    
    7,620
    
    
    
    
    
    
    
    
    
    
    
    14,286L. Baab (c)
    
    
    2009
    
    
    
    11,100
    
    
    
    7,476
    
    
    
    
    
    
    
    72,808
    
    
    
    91,384D. Yurovich (c)
    
    
    2009
    
    
    
    9,900
    
    
    
    10,033
    
    
    
    907
    
    
    
    
    
    
    
    20,840
 
 (a)
    
    The conversion rate used for amounts included in this table for Mr. Gaudreault was the
exchange rate in effect on the last day of the fiscal year: Fiscal 2009: Canadian $1.00= USD
$0.92, Fiscal 2008: Canadian $1.00= USD $0.97, Fiscal 2007: Canadian $1.00 = USD $1.00.(b)
    
    Mr. Gaudreault does not participate in ATTs 401(k) plan; however, we do contribute to his
RRSP. The RRSP functions much like a 401(k) plan in the form of matching contributions to the
plan.(c)
    
    Fiscal 2009 is the first year that Mr. Baab and Mr. Yurovich are named executive officers.(d)
    
    The amount shown in this column relates to relocation reimbursements. Pension Benefits Table
 Present
    
    
    PaymentsNumber of Years
    
    
    Value of
    
    
    Duringof Credited
    
    
    Accumulated
    
    
    FiscalNEO
    
    Plan Name
    
    
    Service (b)
    
    
    Benefits (b)
    
    
    Year 2009D. Greenly
    
    Pension
    
    6.4 years
    
    $
    185,511
    
    
    $
    SERP
    
    6.4 years
    
    
    36,303
    
    
    
    D. Nuti
    
    Pension
    
    2.3 years
    
    
    37,255
    
    
    
    J. Gaudreault (a)
    
    RRSP
    
    
    
    
    
    
    
    
    
    
    L. Baab (a)
    
    Pension
    
    
    
    
    
    
    
    
    
    
    D. Yurovich
    
    Pension
    
    2.1 years
    
    
    27,985
    
    
    
    
 
 (a)
    
    Mr. Gaudreault is not in the pension plan but is in the RRSP in Canada. Mr. Baab is not
eligible for the pension plan based on his hire date.(b)
    
    The amounts shown for pension and SERP for number of years of credited service at the plan
freeze date of May 31, 2008 and present value of accumulated benefits are at the pension and
SERP valuation date of October 3, 2009, and reflect a discount rate of 5.50%. 88




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##### Table of Contents



Potential Payments Upon Termination Table
 NEO
    
    Severance (a)
    
    
    Benefits (a)D. Greenly  Termination without cause
    
    
    833,333
    
    
    
    D. Nuti  Termination without cause
    
    
    284,375
    
    
    
    J. Gaudreault (b)  Termination without cause
    
    
    155,970
    
    
    
    2,006L. Baab  Termination without cause
    
    
    277,063
    
    
    
    D. Yurovich  Termination without cause
    
    
    121,917
    
    
    
    
 
 (a)
    
    Mr. Greenlys severance period is 25 months. Mr. Nuti and Mr. Baabs severance periods are
13 months. Mr. Gaudreault and Mr. Yurovichs severance periods are 7 months.(b)
    
    The conversion rate used for amounts included in this table for Mr. Gaudreault was the
exchange rate in effect on the last day of the fiscal year: Fiscal 2009: Canadian $1.00 = USD
$0.92, Fiscal 2008: Canadian $1.00 = USD $0.97, Fiscal 2007: Canadian $1.00 = USD $1.00. Interaction of Elements of Compensation
  Director Compensation
  Conclusion
   Compensation Committee Report
   
 89




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  Employment Agreements
   Employment Plans
 Retirement Plans
   90




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##### Table of Contents



Item 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
   
    
    each person who is known by us to beneficially own 5% or more of buyer parents
outstanding equity;
    
    each member of buyer parents board of directors;
    
    each of our executive officers named in the table under Item 11Executive
Compensation; and
    
    all members of buyer parents board of directors and our executive officers as a
group.
  91




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##### Table of Contents



Number of
    
    
    Percentage of
    
    
    Number of
    
    
    Percentage ofClass
    
    
    Total Class
    
    
    Class
    
    
    Total ClassName and Address of Beneficial Owner
    
    A Units
    
    
    A Units (%)
    
    
    B Units
    
    
    B Units (%)CHAMES Holdings I LLC(1)(2)
    
    
    961,564
    
    
    
    87.03
    %
    
    
    961,564
    
    
    
    87.03
    %John K. Castle(1)(3)
    
    
    961,564
    
    
    
    87.03
    %
    
    
    961,564
    
    
    
    87.03
    %Richard Dell(1)
    
    
    60,398
    
    
    
    5.47
    %
    
    
    60,398
    
    
    
    5.47
    %Duane Greenly(1)
    
    
    22,706
    
    
    
    2.06
    %
    
    
    22,706
    
    
    
    2.06
    %David Nuti(1)
    
    
    1,000
    
    
    
    *
    
    
    
    1,000
    
    
    
    *Jean Gaudreault(1)
    
    
    4,723
    
    
    
    *
    
    
    
    4,723
    
    
    
    *Lawrence Baab(1)
    
    
    150
    
    
    
    *
    
    
    
    150
    
    
    
    *Daniel Yurovich(1)
    
    
    700
    
    
    
    *
    
    
    
    700
    
    
    
    *Justin B. Wender(1)
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *William M. Pruellage(1)
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Richard Moore(1)
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Robert Elman(1)
    
    
    1,000
    
    
    
    *
    
    
    
    1,000
    
    
    
    *Edward LeBlanc(1)
    
    
    500
    
    
    
    *
    
    
    
    500
    
    
    
    *Kenneth Roman(1)
    
    
    2,000
    
    
    
    *
    
    
    
    2,000
    
    
    
    *All directors and executive officers as a
group (including those listed above)
    
    
    1,078,100
    
    
    
    97.58
    %
    
    
    1,078,100
    
    
    
    97.58
    %
 
 *
    
    Denotes beneficial ownership of less than 1% of the class of units.(1)
    
    The address for CHP IV and Messrs. Castle, Pruellage and Wender is c/o Castle Harlan, Inc.,
150 East 58th Street, New York, New York 10155. The address for Mr. Greenly, our
other executive officers named in the table and Messrs. Dell, Elman, LeBlanc, Roman and Moore
is 465 Railroad Avenue, Camp Hill, Pennsylvania 17011.(2)
    
    CHP IV is the direct parent of CHAMES Holdings I LLC and includes units of ownership
interests held by related entities and persons, all of which may be deemed to be beneficially
owned by CHP IV. CHP IV disclaims beneficial ownership of these units.(3)
    
    John K. Castle, a member of buyer parents board of directors, is the controlling stockholder
of Castle Harlan Partners IV, G.P., Inc., the general partner of the general partner of CHP
IV, the indirect parent of the buyer parent and as such may be deemed a beneficial owner of
the units of the buyer parent owned by CHP IV and its affiliates. Mr. Castle disclaims
beneficial ownership of all units in excess of his proportionate partnership share of CHP IV. 
 Item 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Management Agreement
  92




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##### Table of Contents



Management Equity
  Independent Directors
  Review, Approval or Ratification of Transactions with Related Persons
  
 Item 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
   93




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##### Table of Contents



Fiscal
    
    
    Fiscal2009
    
    
    2008Audit Fees(1)
    
    $
    1,041,002
    
    
    $
    1,245,140Tax Fees(2)
    
    
    27,036
    
    
    
    21,000Audit-Related Fees(3)
    
    
    82,160
    
    
    
    39,498
 
 (1)
    
    Includes aggregate fees and expenses for professional services performed in conjunction
with: fiscal 2009, the audit of our financial statements for the fiscal year ended October 3,
2009 and reviews of interim financial statements for the quarterly periods ended December 27,
2008, March 28, 2009 and June 27, 2009; fiscal 2008, the audit of our financial statements for
fiscal year ended September 27, 2008 and reviews of interim financial statements for the
quarterly periods ended December 29, 2007, March 29, 2008 and June 28, 2008.(2)
    
    For fiscal 2009 and 2008, tax fees consist principally of fees related to tax compliance.(3)
    
    For 2009, audit-related fees include fees and expenses for professional services performed in
conjunction with the review of the responses to an SEC comment letter received in June 2009 as
well as fees related to a statutory audit performed at a subsidiary in the Other segment. For
fiscal 2008, audit-related fees consist primarily of fees related to a statutory audit
performed at a subsidiary in the Other segment. 94




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##### Table of Contents



PART IV
 
 Item 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
         ExhibitNumber
    
    Description2.1
    
    Agreement and Plan of Merger, dated as of April 7, 2006, by and among Acorn Products, Inc., Ames True Temper, Inc. and ATTUT Holdings, Inc.
    
    G3.1
    
    Certificate of Incorporation of Ames True Temper, Inc.
    
    A3.2
    
    By-laws of Ames True Temper, Inc.
    
    A3.3
    
    Certificate of Incorporation of ATT Holding Co.
    
    A3.4
    
    By-laws of ATT Holding Co.
    
    A4.1
    
    Indenture dated as of June 28, 2004 among Ames True Temper, Inc., as Issuer, ATT Holding Co., as Guarantor and The Bank of New York, as
Trustee
    
    A4.2
    
    Form of 10%
Senior Subordinated Notes due 2012 (included in Exhibit 4.1)
    
    A4.3
    
    Registration Rights Agreement, dated June 28, 2004, among Ames True Temper, Inc., ATT Holding Co. and the Initial Purchasers
    
    A4.4
    
    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, as Trustee
    
    C4.5
    
    Form of Senior Floating Rate Notes due 2012 (included in Exhibit 4.4)
    
    C4.6
    
    Registration Rights Agreement, dated January 14, 2005, among Ames True Temper, Inc., ATT Holding Co. and the Initial Purchasers
    
    C10.1
    
    Stock Purchase Agreement, dated as of June 21, 2004, by and among ATT Holding Co., the Warrantholders of ATT Holding Co., Windpoint
Investors V, L.P., as Sellers Representative, CHATT Holdings LLC,
as Buyer Parent, and CHATT Holdings Inc., as Buyer.
    
    B10.2
    
    Credit Agreement, 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 its capacity as Administrative Agent, Swing
Line Lender and L/C Issuer, General Electric Capital Corporation, as
Documentation Agent, Wachovia Bank, National Association, as
Syndication Agent and Banc of America Securities LLC, as Sole Lead
Arranger and Sole Book Manager
    
    B
 95




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##### Table of Contents



ExhibitNumber
    
    Description10.2.1
    
    Amendment
No. 1 to Credit Agreement, dated January 14, 2005, by and among Ames True Temper, Inc., ATT Holding Co., as a guarantor, the
banks, financial institutions and other institutional lenders
parties to the Credit Agreement dated as of June 28, 2004, and Bank
of America, N.A., as administrative agent.
    
    C10.2.2
    
    Amendment No. 2 to Credit Agreement, dated
December 1, 2005, by and among Ames True Temper, Inc., ATT Holding Co., as a guarantor, the
banks, financial institutions and other institutional lenders
parties to the Credit Agreement dated as of June 28, 2004, and Bank
of America, N.A., as administrative agent.
    
    D10.2.3
    
    Amended and Restated Credit Agreement, dated as of
April 7, 2006, among Ames True Temper, Inc., Acorn Products, Inc., UnionTools,
Inc., and Ames True Temper Properties, Inc., as borrowers, ATT
Holding Co., as a guarantor, Bank of America, N.A., as
administrative agent, swing line lender and l/c issuer, and the
other lenders party thereto.
    
    H10.3
    
    Security Agreement, dated as of June 28, 2004, made by
Ames True Temper, Inc., the other persons listed on the signature pages
thereof to Bank of America, N.A., as Collateral Agent
    
    B10.4
    
    Intellectual Property Security Agreement, dated June 28,
2004, made by the persons listed on the signature pages thereof in favor of
Bank of America, N.A., as Collateral Agent
    
    B10.5
    
    Subsidiary Guaranty, dated as of June 28, 2004, made by
the persons listed on the signature pages thereof under the caption
Subsidiary
Guarantor in favor of the Secured Parties
    
    B10.6
    
    Charge of Shares 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., as security trustee.
    
    B10.9+
    
    Amended and Restated Employment Agreement, dated
June 28, 2004, between Ames True Temper, Inc. and Duane R. Greenly
    
    B10.9.1+
    
    Amendment to Employment Agreement, dated as of February 4, 2009,
between Ames True Temper, Inc. and Duane R. Greenly
    
    J10.12+
    
    Management Agreement, dated June 28, 2004, by and among
Castle Harlan, Inc., ATT Holding Co., Ames True Temper, Inc. and CHATT
Holdings Inc.
    
    B10.13+
    
    Amended and Restated Employment Agreement, dated
June 28, 2004, between Ames True Temper, Inc. and Jean Gaudreault
    
    F10.17+
    
    Amended and Restated Employment Agreement, dated May 5,
2006, between Ames True Temper, Inc. and David M. Nuti
    
    I10.18
    
    Supplemental Indenture, to the Indenture, dated June 28,
2004, by and among Ames True Temper, Inc., ATT Holding Co. and The Bank of
New York, as trustee, such Supplemental Indenture dated as of
December 17, 2007, and among Ames U.S. Holding Corp, Ames Holdings,
Inc., Ames True Temper Properties, Inc., Ames True Temper, Inc., ATT
Holding Co. and The Bank of New York, as trustee
    
    K10.19
    
    Supplemental Indenture to the Indenture, dated
January 14, 2005, by and among the Company, ATT Holding Co. and The Bank of New York, as
trustee, such Supplemental Indenture dated as of December 17, 2007
and among Ames U.S. Holding Corp., Ames Holdings, Inc., Ames True
Temper Properties, Inc. Ames True Temper, Inc., ATT Holding Co. and
The Bank of New York, as trustee
    
    K10.20+
    
    Employment Agreement, dated April 21, 2008, between Ames True
Temper, Inc. and Lawrence D. Baab
    
    M
 96




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##### Table of Contents



ExhibitNumber
    
    Description10.21+
    
    Separation Agreement and General Release, dated September 18, 2008, between Ames True Temper, Inc. and Richard C. Dell
    
    L12.1*
    
    Statement Regarding Computation of Ratios14.1
    
    Code of Ethics
    
    K21.1
    
    List of subsidiaries of the Company
    
    K31.1*
    
    Certification of Chief Executive Officer pursuant to Section 302 and
404 of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of Chief Financial Officer pursuant to Section 302 and
404 of the Sarbanes-Oxley Act of 200232.1*
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act 200232.2*
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act 2002*
    
    Filed herewith(A)
    
    Previously filed as an exhibit 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 an exhibit to Amendment No. 1 to the
Registrants Registration Statement on Form S-4 (Reg. No.
333-118086) filed with the SEC on October 7, 2004(C)
    
    Previously filed as an exhibit to the Registrants Current Report on
Form 8-K filed with the SEC on January 18, 2005(D)
    
    Previously filed as an exhibit to the Registrants Current Report on
Form 8-K filed with the SEC on December 7, 2005(E)
    
    Previously filed as an exhibit to the Registrants Current Report on
Form 8-K filed with the SEC on March 28, 2005(F)
    
    Previously filed as an exhibit to the Registrants Annual Report on
Form 10-K for the fiscal year ended October 1, 2005, filed with the
SEC on December 22, 2005(G)
    
    Previously filed as an exhibit to the Registrants Current Report on
Form 8-K filed with the SEC on April 7, 2006(H)
    
    Previously filed as an exhibit to the Registrants Current Report on
Form 8-K filed with the SEC on April 14, 2006(I)
    
    Previously filed as an exhibit to the Registrants Annual Report on
Form 10-K for the fiscal year ended September 30, 2006, filed with
the SEC on December 22, 2006(J)
    
    Previously filed as an exhibit to the Registrants Quarterly Report
on Form 10-Q for the fiscal quarter ended December 27, 2008, filed
with the SEC on February 6, 2009(K)
    
    Previously filed as an exhibit to the Registrants Annual Report on
Form 10-K for the fiscal year ended September 29, 2007, filed with
the SEC on December 28, 2007(L)
    
    Previously filed as an exhibit to the Registrants Annual Report on
Form 10-K for the fiscal year ended September 27, 2008, filed with
the SEC on December 22, 2008(M)
    
    Previously filed as an exhibit to the Registrants
Quarterly Report on
Form 10-Q for the fiscal quarter ended March 29, 2008, filed with
the SEC on May 13, 2008
 
 (b)
    
    Reference is made to Item 15(a)(3) above.(c)
    
    Reference is made to Item 15(a)(2) above. 97




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##### Table of Contents



SIGNATURES
  Ames True Temper, Inc.Date: December 14, 2009
    By:
    /s/ Duane R. GreenlyDuane R. GreenlyPresident and Chief Executive Officer
(Authorized Signatory)  Signature
    
    
    
    Title/s/ Duane R. Greenly
    
    
    
    President and Chief Executive OfficerDuane R. Greenly
    
    
    
    (Principal Executive Officer)Dated: December 14, 2009/s/ David M. Nuti
    
    
    
    Chief Financial OfficerDavid M. Nuti
    
    
    
    (Principal Financial
Officer)Dated: December 14, 2009
 98




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##### Table of Contents



SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
 For the Fiscal years Ended October 3, 2009, September 27, 2008 and September 29, 2007.
(Dollar amounts in thousands)
 Balance at
    
    Additions chargedbeginning of
    
    to costs and
    
    
    
    
    
    
    
    
    
    Balance atAccount receivable allowances
    
    period
    
    expenses
    
    Deductions
    
    Other (1)
    
    end of periodFiscal year ended October 3, 2009
    
    $
    18,478
    
    
    
    32,341
    
    
    
    (32,571
    )
    
    
    34
    
    
    $
    18,282Fiscal year ended September 27, 2008
    
    $
    20,617
    
    
    
    43,693
    
    
    
    (45,739
    )
    
    
    (93
    )
    
    $
    18,478Fiscal year ended September 29, 2007
    
    $
    17,491
    
    
    
    40,626
    
    
    
    (37,844
    )
    
    
    344
    
    
    $
    20,617
 Balance atbeginning of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atValuation allowance of deferred tax asset
    
    period
    
    Additions
    
    Deductions
    
    Other
    
    end of periodFiscal year ended October 3, 2009
    
    $
    34,924
    
    
    
    18,764
    
    
    
    (15,605
    )
    
    
    
    
    
    $
    38,083Fiscal year ended September 27, 2008
    
    $
    19,530
    
    
    
    15,394
    
    
    
    
    
    
    
    
    
    
    $
    34,924Fiscal year ended September 29, 2007
    
    $
    7,548
    
    
    
    11,982
    
    
    
    
    
    
    
    
    
    
    $
    19,530
 
 (1)
    
    Primarily the impact of currency change for each fiscal year. 99