##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended September 27, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 333-118086
 AMES TRUE TEMPER, INC.
 (Exact name of registrant as specified in its charter)
 DELAWARE(State or other jurisdiction 
of incorporation or organization)
    
    22-2335400(I.R.S. Employer
Identification No.)465 Railroad Avenue, Camp Hill, Pennsylvania(Address of principal executive offices)
    
    17011(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
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  Documents Incorporated by Reference




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##### 



AMES TRUE TEMPER, INC.
 FORM 10-K
 YEAR ENDED SEPTEMBER 27, 2008
 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
    
    
    35Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    36Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    80Item 9A. CONTROLS AND PROCEDURES
    
    
    80Item 9B. OTHER INFORMATION
    
    
    81PART III
    
    
    82Item 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    82Item 11. EXECUTIVE COMPENSATION
    
    
    85Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    93Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
    
    
    94Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    95PART IV
    
    
    97Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    97EX-10.20: SEPARATION AGREEMENT AND GENERAL RELEASEEX-12.1: STATEMENT REGARDING COMPUTATION OF RATIOSEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
  i




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TERMS USED IN THIS FORM 10-K
  TRADEMARKS AND SERVICE MARKS
   FORWARD-LOOKING STATEMENTS
   2




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##### Table of Contents



PART I
 
 Item 1. BUSINESS
 Our History
      General
   Brands
  3




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Products
   
    
    Long Handle Tools:Our long handle tool product offering consists of shovels, spades,
scoops, rakes, hoes, cultivators, weeders, post hole diggers, scrapers, edgers and forks.
We offer numerous types of heads, including poly, steel or aluminum, and various handles
manufactured from wood, engineered polymers or fiberglass. Long handle tools are marketed
under leading brand names including Ames, True Temper, Jackson Professional Tools,
UnionTools, Razor-Back Professional Tools and Garant.
    
    Wheelbarrows:We manufacture a full line of wheelbarrows, primarily under the True
Temper, Jackson Professional Tools, Razor-Back Professional Tools, UnionTools and Garant
brand names. We offer both poly and steel wheelbarrows at a full range of price points for
a multitude of tasks.
    
    Planters:With our acquisition of Dynamic Design, we became a supplier of poly, foam
and fiberglass flower pots, outdoor planters, window boxes, indoor planters and hanging
baskets. We internally design and develop these products. We source most of our planters
line from third party manufacturing facilities both domestically and abroad. All of our
planters are sold under the Dynamic Design brand. For both indoor and outdoor use, we have
the Ceramic-Lite series of polyurethane-molded planters and urns designed to look like
glazed and polished ceramic pots. In recent years, we added a new line of fiberglass
planters and introduced a new line of proprietary plastic planters with a unique painted
finish in trend leading colors.
    
    Snow Tools:We manufacture and distribute numerous types of snow tools, including
shovels, pushers, roof rakes, sled scoops, and ice scrapers, with poly, steel and aluminum
heads. We market these products under the Garant, Ames True Temper and Jackson
Professional Tools brand names.
    
    Striking Tools:We offer a wide range of striking tools, including axes, picks,
mattocks, mauls, wood splitters, sledgehammers and repair handles. These products are
marketed under the True Temper, Jackson Professional Tools, UnionTools, Garant and
Razor-Back Professional Tools brand names.
  4




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Customers
    September 27,
    
    
    September 29,
    
    
    September 30,2008
    
    
    2007
    
    
    2006United States
    
    $
    403,603
    
    
    $
    421,810
    
    
    $
    407,444Canada
    
    
    92,592
    
    
    
    71,005
    
    
    
    69,704Europe
    
    
    7,258
    
    
    
    7,952
    
    
    
    6,453Total
    
    $
    503,453
    
    
    $
    500,767
    
    
    $
    483,601
 Product Development
  ® ®
 Sales and Marketing
    Raw Materials and Suppliers
  5




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Competition
   Distribution
   Joint Ventures
  Chengde Greenlife Houseware Co., Ltd. Joint Venture
  6




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##### Table of Contents



Fujian Greenlife Tools of Garden Co., Ltd. Joint Venture
  Dalian Greenlife Tools Co., Ltd. Joint Venture
  Dalian Greenlife Ames True Temper Rubber & Plastic Co., Ltd. Joint Venture
  Intellectual Property
  Employees
  1)
    
    United Brotherhood of Carpenters and Joiners of America (UBCJ); contract expires
September, 2012,2)
    
    United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial
and Service Workers International Union; contract expires October, 2009,3)
    
    International Brotherhood of Teamsters (IBT); contract expires April, 2013.
  Environmental and Other Regulations
  7




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Segment Reporting
 Disclosures about Segments of an Enterprise and Related Information
 8




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##### Table of Contents



General Information
  
 Item 1A. RISK FACTORS
  We depend on a small number of customers for a significant portion of our business.
   Our results of operations may be adversely impacted by macroeconomic events.
   Increased reliance on third party suppliers and manufacturers may decrease our ability to meet
customer demands.
  9




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If we are unable to obtain raw materials for our products at favorable prices it could adversely
impact our operating performance.
  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.
  10




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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.
  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.
  11




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The products that we manufacture could expose us to product liability claims.
   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.
   12




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Environmental health and safety laws, ordinances and regulations impose risks and costs on us.
  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 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;
 13




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
    
    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
    
    Held for saleHarrisburg, PA
    
    United States
    
    
    264,000
    
    
    Owned
    
    ManufacturingLewistown, PA
    
    United States
    
    
    124,400
    
    
    Leased
    
    ManufacturingLouisville, KY
    
    United States
    
    
    302,500
    
    
    Leased
    
    DistributionReno, 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
    
    Held for saleLebanon, KY
    
    United States
    
    
    13,500
    
    
    Owned
    
    Wood ProcessingNorth Vernon, IN
    
    United States
    
    
    17,680
    
    
    Owned
    
    IdlePalmyra, ME
    
    United States
    
    
    15,000
    
    
    Owned
    
    Held for salePine Valley, NY
    
    United States
    
    
    15,750
    
    
    Owned
    
    Wood ProcessingPortville, NY
    
    United States
    
    
    9,000
    
    
    Owned
    
    Held for salePrinceton, 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 Processing
 15




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Approximate
    
    Owned/Location
    
    Country
    
    Square Footage
    
    Leased
    
    UseJoint VenturesHebei Province
    
    China
    
    
    600,000
    
    
    
    
    Manufacturing, DistributionLiaoning Province
    
    China
    
    
    100,000
    
    
    
    
    Manufacturing, DistributionFujian Province
    
    China
    
    
    180,000
    
    
    
    
    Manufacturing, DistributionLiaoning Province
    
    China
    
    
    184,000
    
    
    
    
    Manufacturing, Distribution
 
 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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PredecessorCompany
    
    
    
    
    
    
    
    
    
    (1)Period
    
    Period
    
    Fiscal
    
    Fiscal
    
    Fiscal
    
    FiscalSeptember 28, 2003
    
    June 28, 2004
    
    Year
    
    Year
    
    Year
    
    Yearto
    
    to
    
    Ended
    
    Ended
    
    Ended
    
    EndedJune 27,
    
    September 25,
    
    October 1,
    
    September 30,
    
    September 29,
    
    September 27,2004
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008Income Statement Data:Net sales
    
    $
    355,443
    
    
    $
    83,044
    
    
    $
    450,604
    
    
    $
    483,601
    
    
    $
    500,767
    
    
    $
    503,453Gross profit
    
    
    99,195
    
    
    
    10,035
    
    
    
    106,060
    
    
    
    127,984
    
    
    
    121,416
    
    
    
    130,844Selling, general and administrative
expenses
    
    
    54,022
    
    
    
    16,565
    
    
    
    77,319
    
    
    
    96,593
    
    
    
    95,863
    
    
    
    96,258Impairment charges
    
    
    
    
    
    
    
    
    
    
    122,678
    
    
    
    6,377
    
    
    
    4,465
    
    
    
    15,583Operating income (loss)
    
    
    41,071
    
    
    
    (6,995
    )
    
    
    (95,714
    )
    
    
    23,548
    
    
    
    18,293
    
    
    
    16,611Interest expense
    
    
    7,563
    
    
    
    5,899
    
    
    
    32,527
    
    
    
    33,781
    
    
    
    36,145
    
    
    
    33,812Income (loss) before income taxes
    
    
    33,309
    
    
    
    (12,858
    )
    
    
    (128,155
    )
    
    
    (4,577
    )
    
    
    (12,310
    )
    
    
    (20,276
    )Net income (loss)
    
    
    19,381
    
    
    
    (7,820
    )
    
    
    (125,200
    )
    
    
    (4,577
    )
    
    
    (18,110
    )
    
    
    (16,422
    )Other Data:Depreciation and amortization
    
    
    9,256
    
    
    
    3,103
    
    
    
    12,031
    
    
    
    13,979
    
    
    
    17,625
    
    
    
    17,131Cash paid for property, plant and
equipment
    
    
    4,219
    
    
    
    1,624
    
    
    
    11,600
    
    
    
    15,797
    
    
    
    10,861
    
    
    
    8,100Ratio of earnings to fixed charges (2)
    
    
    2.1x
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance Sheet Data (at end of period):Working capital
    
    
    92,806
    
    
    
    101,143
    
    
    
    109,610
    
    
    
    86,205
    
    
    
    74,675
    
    
    
    84,489Total assets
    
    
    279,911
    
    
    
    483,237
    
    
    
    375,025
    
    
    
    455,779
    
    
    
    392,785
    
    
    
    373,825Total debt
    
    
    91,343
    
    
    
    296,300
    
    
    
    301,948
    
    
    
    368,400
    
    
    
    343,688
    
    
    
    340,694
 
 (1)
    
    Data includes results of Acorn and Hound Dog from April 2006 acquisition date through end
of fiscal year.(2)
    
    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 $15.5 million,
$139.2 million, $ 20.3 million, $36.2 million and $53.3 million in the periods ended September
25, 2004, the fiscal year ended October 1, 2005, the fiscal year ended September 30, 2006, the
fiscal year ended September 29, 2007 and the fiscal year ended September 27, 2008,
respectively. See Item 7 Management Discussion and Analysis of Financial Condition and
Results of Operations for a discussion of the factors that caused a deficiency for the
period ended September 27, 2008. 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; a recent history of
acquisitions 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 Companys 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
      Recent History of Acquisitions
  19




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Our Objective
  Critical Accounting Estimates
  
    
    Inventories
    
    Recoverability of Goodwill and Other Intangible Assets
 20




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
    
    Accruals for Self-Insurance
    
    Pension Liability
    
    Revenue Recognition
    
    Income Taxes
  Inventories
  Recoverability of Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets
(SFAS 142
   21




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Accruals for Self-Insurance
  Pension Liability
 Employers
Accounting for Pensions
   22




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1% Increase
    
    1% Decrease(in millions)Effect on net periodic benefit cost (credit)
    
    
    ($1.3
    )
    
    $
    1.3
  1% Increase
    
    1% Decrease(in millions)Effect on net periodic benefit cost (credit)
    
    
    ($0.1
    )
    
    $
    0.9
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment of
FASB No. 87, 88, 106, and 132(R) (
 Revenue Recognition
 Accounting for Shipping and Handling Fees and Costs
 Income Taxes
 Accounting for Income Taxes
 Accounting for
Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109
 23




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##### Table of Contents



Recent Accounting Standards and Pronouncements
  Operations Review
 Fiscal 2008 (52 Weeks) Compared to Fiscal 2007 (52 Weeks)
 Company-Wide
  Fiscal Year
    
    
    Fiscal YearEnded
    
    
    EndedSeptember 27,
    
    
    September 29,2008
    
    
    2007(52 weeks)
    
    
    (52 weeks)(dollars in millions)Net sales
    
    $
    503.4
    
    
    
    100.0
    %
    
    $
    500.8
    
    
    
    100.0
    %Cost of goods sold
    
    
    372.6
    
    
    
    74.0
    %
    
    
    379.4
    
    
    
    75.8
    %Gross profit
    
    
    130.8
    
    
    
    26.0
    %
    
    
    121.4
    
    
    
    24.2
    %Selling, general, and
administrative expenses
    
    
    96.2
    
    
    
    19.1
    %
    
    
    95.8
    
    
    
    19.1
    %Loss on disposal of fixed assets
    
    
    0.8
    
    
    
    0.2
    %
    
    
    1.3
    
    
    
    0.2
    %Amortization of intangible assets
    
    
    1.4
    
    
    
    0.3
    %
    
    
    1.5
    
    
    
    0.3
    %Impairment charges
    
    
    15.8
    
    
    
    3.1
    %
    
    
    4.5
    
    
    
    0.9
    %Operating income
    
    
    16.6
    
    
    
    3.3
    %
    
    
    18.3
    
    
    
    3.7
    %Interest expense
    
    
    33.8
    
    
    
    6.7
    %
    
    
    36.1
    
    
    
    7.2
    %Other expense (income)
    
    
    3.1
    
    
    
    0.6
    %
    
    
    (5.5
    )
    
    
    -1.1
    %Loss before taxes
    
    
    (20.3
    )
    
    
    -4.0
    %
    
    
    (12.3
    )
    
    
    -2.4
    %Income tax (benefit) expense
    
    
    (3.9
    )
    
    
    -0.8
    %
    
    
    5.8
    
    
    
    1.2
    %Net loss
    
    
    (16.4
    )
    
    
    -3.3
    %
    
    
    (18.1
    )
    
    
    -3.6
    %
 Net Sales.
 24




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Gross Profit.
 Selling, General and Administrative (SG&A) Expenses.
 Loss on Disposal of Fixed Assets.
 Amortization of Intangible Assets.
 Impairment charges.
 Interest Expense.
 Other Expense (Income).
 Income Tax (Benefit) Expense.
 25




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Our Segments
  Fiscal Year EndedSeptember 27, 2008
    
    
    September 29, 2007(Dollars in Millions)Net sales:United States
    
    $
    403.6
    
    
    
    80.2
    %
    
    $
    421.8
    
    
    
    84.2
    %Canada
    
    
    92.6
    
    
    
    18.4
    %
    
    
    71.0
    
    
    
    14.2
    %Other
    
    
    7.2
    
    
    
    1.4
    %
    
    
    8.0
    
    
    
    1.6
    %Total net sales
    
    $
    503.4
    
    
    
    100.0
    %
    
    $
    500.8
    
    
    
    100.0
    %Operating income (loss):United States
    
    $
    18.9
    
    
    
    4.7
    %
    
    $
    15.2
    
    
    
    3.6
    %Canada
    
    
    (2.2
    )
    
    
    -2.4
    %
    
    
    3.0
    
    
    
    4.2
    %Other
    
    
    (0.1
    )
    
    
    -1.4
    %
    
    
    0.1
    
    
    
    1.3
    %Total operating income
    
    $
    16.6
    
    
    
    3.3
    %
    
    $
    18.3
    
    
    
    3.7
    %
 United States
 Net Sales.
 Operating income
 Canada
 Net Sales.
 Operating (loss) income.
 Other
  26




---



##### Table of Contents



Fiscal 2007 (52 Weeks) Compared to Fiscal 2006 (52 Weeks)
 Company-Wide
  Fiscal Year
    
    
    Fiscal YearEnded
    
    
    EndedSeptember 29,
    
    
    September 30,2007
    
    
    2006(52 weeks)
    
    
    (52 weeks)(dollars in millions)Net sales
    
    $
    500.8
    
    
    
    100.0
    %
    
    $
    483.6
    
    
    
    100.0
    %Cost of goods sold
    
    
    379.4
    
    
    
    75.8
    %
    
    
    355.6
    
    
    
    73.5
    %Gross profit
    
    
    121.4
    
    
    
    24.2
    %
    
    
    128.0
    
    
    
    26.5
    %Selling, general, and administrative
expenses
    
    
    95.8
    
    
    
    19.1
    %
    
    
    96.6
    
    
    
    19.9
    %Loss (gain) on disposal of fixed assets
    
    
    1.3
    
    
    
    0.2
    %
    
    
    (0.4
    )
    
    
    
    %Amortization of intangible assets
    
    
    1.5
    
    
    
    0.3
    %
    
    
    1.9
    
    
    
    0.4
    %Impairment charges
    
    
    4.5
    
    
    
    0.9
    %
    
    
    6.4
    
    
    
    1.3
    %Operating income (loss)
    
    
    18.3
    
    
    
    3.7
    %
    
    
    23.5
    
    
    
    4.9
    %Interest expense
    
    
    36.1
    
    
    
    7.2
    %
    
    
    33.8
    
    
    
    7.0
    %Other income
    
    
    (5.5
    )
    
    
    -1.1
    %
    
    
    (5.7
    )
    
    
    -1.2
    %Loss before taxes
    
    
    (12.3
    )
    
    
    -2.4
    %
    
    
    (4.6
    )
    
    
    -0.9
    %Income tax expense (benefit)
    
    
    5.8
    
    
    
    1.2
    %
    
    
    
    
    
    
    
    %Net loss
    
    
    (18.1
    )
    
    
    -3.6
    %
    
    
    (4.6
    )
    
    
    -0.9
    %
 Net Sales.
 Gross Profit.
 27




---



##### Table of Contents



Selling, General and Administrative (SG&A) Expenses.
 Gain or Loss on Disposal of Fixed Assets.
 Amortization of Intangible Assets.
 Impairment charges.
 Interest Expense.
 Other Income.
 Income Tax Expense.
 28




---



##### Table of Contents



Our Segments
  Fiscal Year EndedSeptember 29, 2007
    
    
    September 30, 2006(Dollars in Millions)Net sales:United States
    
    $
    421.8
    
    
    
    84.2
    %
    
    $
    407.4
    
    
    
    84.3
    %Canada
    
    
    71.0
    
    
    
    14.2
    %
    
    
    69.7
    
    
    
    14.4
    %Other
    
    
    8.0
    
    
    
    1.6
    %
    
    
    6.5
    
    
    
    1.3
    %Total net sales
    
    $
    500.8
    
    
    
    100.0
    %
    
    $
    483.6
    
    
    
    100.0
    %Operating income:United States
    
    $
    15.2
    
    
    
    3.6
    %
    
    $
    13.4
    
    
    
    3.3
    %Canada
    
    
    3.0
    
    
    
    4.2
    %
    
    
    9.9
    
    
    
    14.2
    %Other
    
    
    0.1
    
    
    
    1.3
    %
    
    
    0.2
    
    
    
    3.1
    %Total operating income
    
    $
    18.3
    
    
    
    3.7
    %
    
    $
    23.5
    
    
    
    4.9
    %
 United States
 Net Sales.
 Operating income
 Canada
 Net Sales.
 Operating income.
 Other
  29




---



##### Table of Contents



Liquidity, Capital Resources and Financial Position
  Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Debt and Other Obligations
 Senior Secured Credit Facility as Amended and Restated
   30




---



##### Table of Contents



Senior Subordinated Notes
    31




---



##### Table of Contents



Senior Floating Rate Notes
  pari passu
  Other Debt
  Interest Rate Swaps
  32




---



##### Table of Contents



Accounting for Derivative Instruments and Hedging Activities Accounting for Certain Derivative Instruments and Certain Hedging
Activities Amendment of Statement 133 on Derivative Instruments and Hedging
Activities
 Off-Balance Sheet Arrangements
  33




---



##### Table of Contents



Contractual Commitments
  October
    
    
    October
    
    
    October
    
    
    October
    
    
    October2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012to
    
    
    to
    
    
    to
    
    
    to
    
    
    toSeptember
    
    
    September
    
    
    September
    
    
    September
    
    
    SeptemberTotal
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter(dollars in thousands)Contractual ObligationsRevolving credit facility
    
    $
    40,010
    
    
    $
    40,010
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Senior Floating Rate Notes
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    Senior Subordinated Notes
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    
    
    
    
    Term Note
    
    
    1,033
    
    
    
    554
    
    
    
    479
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest on Notes
    
    
    101,066
    
    
    
    27,955
    
    
    
    28,566
    
    
    
    28,680
    
    
    
    15,865
    
    
    
    
    
    
    
    Operating leases
    
    
    79,391
    
    
    
    9,623
    
    
    
    9,497
    
    
    
    9,434
    
    
    
    7,867
    
    
    
    6,577
    
    
    
    36,393Pension and postretirement
payments
    
    
    30,405
    
    
    
    7,386
    
    
    
    6,587
    
    
    
    5,999
    
    
    
    5,510
    
    
    
    4,923
    
    
    
    Medical self-insurance
    
    
    8,600
    
    
    
    8,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Open purchase orders
    
    
    50,776
    
    
    
    50,776
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other purchase commitments
    
    
    1,419
    
    
    
    1,419
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forward purchase contracts
    
    
    11,020
    
    
    
    11,020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    $
    623,720
    
    
    $
    157,343
    
    
    $
    45,129
    
    
    $
    44,113
    
    
    $
    329,242
    
    
    $
    11,500
    
    
    $
    36,393CommitmentsOutstanding letters of credit
    
    $
    3,332
    
    
    $
    3,332
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total commitments
    
    $
    3,332
    
    
    $
    3,332
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  Financial Position
  
    
    The increase in our cash and cash equivalents of $12.0 million was due to increased
snow tool sales in our Canada segment and a reduction in Canadian tax payments as a result
of the internal reorganization noted below.
    
    The decrease in intangible assets of $17.2 million is primarily due to the impairment
of trade names described above.
    
    The decrease in deferred income taxes of $9.1 million was primarily due to a
reduction in deferred tax liabilities related to the impairment on indefinite-lived
intangibles.
    
    The increase in accrued retirement benefits of $15.2 million was primarily due to the
decline in fair value of pension assets.
 Additional Information
  34




---



##### Table of Contents



Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     35




---



##### Table of Contents



Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
   Contents
 Reports of Independent Registered Public Accounting Firms
    
    
    37Consolidated Balance Sheets as of September 27, 2008 and September 29, 2007
    
    
    39Consolidated Statements of Operations for the fiscal years ended September
27, 2008, September 29, 2007 and September 30, 2006
    
    
    40Consolidated Statements of Changes in Stockholders (Deficit) Equity for
the fiscal years ended September 27, 2008, September 29, 2007 and
September 30, 2006
    
    
    41Consolidated Statements of Cash Flows for the fiscal years ended September
27, 2008, September 29, 2007 and September 30, 2006
    
    
    42Notes to Consolidated Financial Statements
    
    
    43
 36




---



##### Table of Contents



Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans-an amendment of SFAS Nos. 87, 88, 106, and 132(R
  
 37




---



##### Table of Contents



38




---



##### Table of Contents



(In Thousands, Except Number of Shares and Per Share Amounts)
 September 29,September 27, 2008
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    17,159
    
    
    $
    5,182Trade receivables, net
    
    
    59,168
    
    
    
    56,306Inventories
    
    
    110,891
    
    
    
    115,063Deferred income taxes
    
    
    
    
    
    
    752Assets held for sale
    
    
    1,025
    
    
    
    Prepaid expenses and other current assets
    
    
    6,156
    
    
    
    5,509Total current assets
    
    
    194,399
    
    
    
    182,812Property, plant and equipment, net
    
    
    55,237
    
    
    
    66,055Intangibles, net
    
    
    56,149
    
    
    
    73,324Goodwill
    
    
    58,242
    
    
    
    59,320Other noncurrent assets
    
    
    9,798
    
    
    
    11,274Total assets
    
    $
    373,825
    
    
    $
    392,785Liabilities and stockholders deficitCurrent liabilities:Trade accounts payable
    
    $
    35,691
    
    
    $
    35,341Accrued interest payable
    
    
    6,021
    
    
    
    6,254Accrued expenses and other current liabilities
    
    
    27,634
    
    
    
    23,432Revolving loan
    
    
    40,010
    
    
    
    42,498Current portion of long-term debt and capital lease obligations
    
    
    554
    
    
    
    612Total current liabilities
    
    
    109,910
    
    
    
    108,137Deferred income taxes
    
    
    11,348
    
    
    
    20,477Long-term debt
    
    
    300,130
    
    
    
    300,578Accrued retirement benefits
    
    
    26,108
    
    
    
    10,943Other liabilities
    
    
    10,534
    
    
    
    6,638Total liabilities
    
    
    458,030
    
    
    
    446,773Commitments 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
September 27, 2008 and September 29, 2007 (Liquidation
preference of $62,495 at September 27, 2008)
    
    
    
    
    
    
    Common stock-Class A, $.0001 per share par value; 1,600,000
shares authorized; 726,556 shares issued and outstanding as of
September 27, 2008 and September 29, 2007
    
    
    
    
    
    
    Common stock-Class B, $.0001 per share par value; 300,000
shares authorized; 267,448 shares issued and outstanding as of
September 27, 2008 and September 29, 2007
    
    
    
    
    
    
    Additional paid-in capital
    
    
    110,500
    
    
    
    110,500Predecessor basis adjustment
    
    
    (13,539
    )
    
    
    (13,539
    )Accumulated deficit
    
    
    (172,129
    )
    
    
    (155,707
    )Accumulated other comprehensive (loss) income
    
    
    (9,037
    )
    
    
    4,758Total stockholders deficit
    
    
    (84,205
    )
    
    
    (53,988
    )Total liabilities and stockholders deficit
    
    $
    373,825
    
    
    $
    392,785
 See accompanying notes to consolidated financial statements
 39




---



##### Table of Contents



(In thousands)
 Fiscal year
    
    
    Fiscal year
    
    
    Fiscal yearended
    
    
    ended
    
    
    endedSeptember 27,
    
    
    September 29,
    
    
    September 30,2008
    
    
    2007
    
    
    2006(52 weeks)
    
    
    (52 weeks)
    
    
    (52 weeks)Net sales
    
    $
    503,453
    
    
    $
    500,767
    
    
    $
    483,601Cost of goods sold
    
    
    372,609
    
    
    
    379,351
    
    
    
    355,617Gross profit
    
    
    130,844
    
    
    
    121,416
    
    
    
    127,984Selling, general and administrative expenses
    
    
    96,258
    
    
    
    95,863
    
    
    
    96,593Loss (gain) on disposal of fixed assets
    
    
    829
    
    
    
    1,299
    
    
    
    (370
    )Amortization of intangible assets
    
    
    1,363
    
    
    
    1,496
    
    
    
    1,836Impairment charges
    
    
    15,783
    
    
    
    4,465
    
    
    
    6,377Operating income
    
    
    16,611
    
    
    
    18,293
    
    
    
    23,548Interest expense
    
    
    33,812
    
    
    
    36,145
    
    
    
    33,781Other expense (income)
    
    
    3,075
    
    
    
    (5,542
    )
    
    
    (5,656
    )Loss before income taxes
    
    
    (20,276
    )
    
    
    (12,310
    )
    
    
    (4,577
    )Income tax (benefit) expense
    
    
    (3,854
    )
    
    
    5,800
    
    
    
    Net loss
    
    $
    (16,422
    )
    
    $
    (18,110
    )
    
    $
    (4,577
    )
 See accompanying notes to consolidated financial statements
 40




---



##### Table of Contents



(In Thousands, Except Number of Shares)
 Accumulated
    
    
    TotalSeries A
    
    
    Class A
    
    
    Class B
    
    
    Additional
    
    
    Predecessor
    
    
    
    
    
    
    Other
    
    
    StockholdersPreferred Stock
    
    
    Common Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Basis
    
    
    Accumulated
    
    
    Comprehensive
    
    
    EquityShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Adjustment
    
    
    Deficit
    
    
    Income (Loss)
    
    
    (Deficit)Balance at October 1, 2005
    
    
    62,495
    
    
    $
    
    
    
    
    726,556
    
    
    $
    
    
    
    
    267,448
    
    
    $
    
    
    
    $
    110,500
    
    
    $
    (13,539
    )
    
    $
    (133,020
    )
    
    $
    (595
    )
    
    $
    (36,654
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,577
    )
    
    
    
    
    
    
    (4,577
    )Other comprehensive income:Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,772
    
    
    
    1,772Minimum pension liability, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,794
    
    
    
    7,794Change in fair value of interest rate
swaps, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    938
    
    
    
    938Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,927Balance 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 SFAS 158, net of tax
(see Notes 2 and 12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (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
    )
  41




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##### Table of Contents



(In Thousands)
 Fiscal year
    
    
    Fiscal year
    
    
    Fiscal yearended
    
    
    ended
    
    
    endedSeptember 27,
    
    
    September 29,
    
    
    September 30,2008
    
    
    2007
    
    
    2006Operating activitiesNet loss
    
    $
    (16,422
    )
    
    $
    (18,110
    )
    
    $
    (4,577
    )Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:Depreciation expense
    
    
    15,768
    
    
    
    16,129
    
    
    
    12,143Amortization of intangible assets
    
    
    1,363
    
    
    
    1,496
    
    
    
    1,836Amortization of loan fees
    
    
    2,220
    
    
    
    2,421
    
    
    
    2,440Provision (recovery) for bad debts
    
    
    173
    
    
    
    (213
    )
    
    
    (120
    )(Benefit) provision for deferred taxes
    
    
    (3,965
    )
    
    
    2,076
    
    
    
    (1,813
    )Noncash interest expense
    
    
    70
    
    
    
    136
    
    
    
    271Loss (gain) on disposal of property, plant and equipment
    
    
    829
    
    
    
    1,299
    
    
    
    (370
    )Amortization of bond discount
    
    
    107
    
    
    
    108
    
    
    
    107Unrealized foreign currency loss (gain)
    
    
    3,106
    
    
    
    (5,926
    )
    
    
    (76
    )Impairment charges
    
    
    15,783
    
    
    
    4,465
    
    
    
    6,377Changes in assets and liabilities, net of effects of acquisitions:Accounts receivable
    
    
    (3,271
    )
    
    
    11,436
    
    
    
    955Inventories
    
    
    3,714
    
    
    
    28,080
    
    
    
    (31,649
    )Prepaid expenses and other assets
    
    
    (2,087
    )
    
    
    1,590
    
    
    
    161Accounts payable
    
    
    522
    
    
    
    (5,037
    )
    
    
    (2,015
    )Accrued expenses and other liabilities
    
    
    4,874
    
    
    
    (9,054
    )
    
    
    578Net cash provided by (used in) operating activities
    
    
    22,784
    
    
    
    30,896
    
    
    
    (15,752
    )Investing activitiesAcquisition of businesses, net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (50,126
    )Restricted cash in escrow
    
    
    
    
    
    
    2,081
    
    
    
    (2,081
    )Cash paid for property, plant and equipment
    
    
    (8,100
    )
    
    
    (10,861
    )
    
    
    (15,797
    )Proceeds from sale of property, plant and equipment
    
    
    600
    
    
    
    1,507
    
    
    
    2,763Proceeds from state government grant
    
    
    300
    
    
    
    
    
    
    
    (Investment in) return of capital from joint ventures
    
    
    
    
    
    
    (300
    )
    
    
    100Net cash used in investing activities
    
    
    (7,200
    )
    
    
    (7,573
    )
    
    
    (65,141
    )Financing activitiesRepayments of long-term debt
    
    
    (684
    )
    
    
    (710
    )
    
    
    (515
    )Borrowings on revolver
    
    
    162,618
    
    
    
    143,138
    
    
    
    181,434Repayments of revolver
    
    
    (165,106
    )
    
    
    (167,248
    )
    
    
    (114,826
    )Debt issuance costs
    
    
    
    
    
    
    
    
    
    
    (1,419
    )Net cash (used in) provided by financing activities
    
    
    (3,172
    )
    
    
    (24,820
    )
    
    
    64,674Effect of exchange rate changes on cash
    
    
    (435
    )
    
    
    1,041
    
    
    
    463Increase (decrease) in cash and cash equivalents
    
    
    11,977
    
    
    
    (456
    )
    
    
    (15,756
    )Cash and cash equivalents at beginning of period
    
    
    5,182
    
    
    
    5,638
    
    
    
    21,394Cash and cash equivalents at end of period
    
    $
    17,159
    
    
    $
    5,182
    
    
    $
    5,638Supplemental Cash Flow InformationCash paid for interest
    
    $
    28,552
    
    
    $
    34,906
    
    
    $
    29,947Cash paid for income taxes
    
    $
    230
    
    
    $
    2,830
    
    
    $
    2,819Property, plant and equipment in trade accounts payable at end of period
    
    $
    877
    
    
    $
    410
    
    
    $
    5,689
  42




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##### Table of Contents



(Dollars in Thousands, Except Share Data)
 1. Formation and Description of Business
      2. Significant Accounting Policies
 Use of Estimates
  Principles of Consolidation
  Cash and Cash Equivalents
  Accounts Receivable
  43




---



##### Table of Contents



Inventories
  Investments in Joint Ventures
  Property, Plant and Equipment
  Long-Lived Assets
 Accounting for the Impairment or
Disposal of Long-Lived Assets
 Assets Held For Sale
  44




---



##### Table of Contents



Goodwill and Other Intangible Assets
  Debt Issuance Costs
  Income Tax
  Revenue and Cost Recognition
 Accounting for Consideration Given by a Vendor
to a Customer
 Shipping and Handling Costs
  45




---



##### Table of Contents



Advertising Costs
  Research and Development Costs
  Foreign Currency Translation
  Accumulated Other Comprehensive Income (Loss)
  Beginning
    
    
    Before-Tax
    
    
    Tax Benefit
    
    
    Net-of-Tax
    
    
    EndingBalance
    
    
    Amount
    
    
    (Expense)
    
    
    Amount
    
    
    BalanceSeptember 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 SFAS 158
    
    
    
    
    
    
    (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
    )
    
    $
    4,758September 30, 2006Currency translation adjustment
    
    $
    7,089
    
    
    $
    1,772
    
    
    $
    
    
    
    $
    1,772
    
    
    $
    8,861Minimum pension liability
adjustment
    
    
    (8,371
    )
    
    
    12,666
    
    
    
    (4,872
    )
    
    
    7,794
    
    
    
    (577
    )Interest rate swaps
    
    
    687
    
    
    
    1,513
    
    
    
    (575
    )
    
    
    938
    
    
    
    1,625$
    (595
    )
    
    $
    15,951
    
    
    $
    (5,447
    )
    
    $
    10,504
    
    
    $
    9,909
 46




---



##### Table of Contents



Fair Value of Financial Instruments
   September 27, 2008
    
    September 29, 2007Carrying
    
    
    
    
    
    CarryingValue
    
    Fair Value
    
    Value
    
    Fair ValueRevolving Loan Facility
    
    $
    40,010
    
    
    $
    40,010
    
    
    $
    42,498
    
    
    $
    42,498Term Notes due 2010
    
    
    1,033
    
    
    
    1,033
    
    
    
    1,575
    
    
    
    1,575Senior Floating Rate Notes due 2012
    
    
    150,000
    
    
    
    127,688
    
    
    
    150,000
    
    
    
    146,25010% Senior Subordinated Notes due 2012
    
    
    150,000
    
    
    
    75,000
    
    
    
    150,000
    
    
    
    116,250
  Material Suppliers
  Pension and Other Postretirement Benefits
  Employers
Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment of FASB No. 87,
88, 106, and 132(R) (
   Derivatives
  47




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##### Table of Contents



Accounting for Derivative Instruments and Hedging Activities Accounting for Certain Derivative Instruments and Certain Hedging Activities Amendment of Statement 133 on Derivative Instruments and Hedging Activities (
    Accruals for Self-Insured Losses
  48




---



##### Table of Contents



Recent Accounting Pronouncements
 Adopted
 Accounting for Uncertainty in Income Taxes
 To Be Adopted
 Fair Value Measurements Accounting for Leases"
 The Fair Value Option for Financial Assets and
Financial Liabilities, Including an Amendment of FASB Statement No. 115
 Business Combinations
 
    
    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.
  Noncontrolling Interests in Consolidated
Financial Statementsan amendment of ARB No. 51
 49




---



##### Table of Contents



Disclosures about Derivative Instruments and Hedging
Activities ,
Accounting for Derivative Instruments and Hedging Activities
 3. Purchase Accounting
 Acquisition of Acorn and Hound Dog
   Business Combinations
 50




---



##### Table of Contents



Revolver debt used for purchase price including acquisition costs, net of cash acquired
    
    $
    50,126Other liabilities assumed
    
    
    18,900Fair value of assets acquired, primarily accounts receivable, inventory and fixed assets
    
    
    (47,260
    )Contingent payment to Hound Dog shareholders
    
    
    602Adjustment of certain estimates related to the Acorn acquisition
    
    
    (231
    )Indefinite-lived intangible assets
    
    
    (4,070
    )Other intangible assets (weighted average life of 11 years)
    
    
    (760
    )Cost in excess of fair value of net assets acquired (goodwill)
    
    $
    17,307
   4. Restructuring
 Restructuring Related to Acquisition of Predecessor Company
   Balance as of October 1, 2005
    
    $
    6,840Accretion of interest
    
    
    271Purchase accounting adjustments
    
    
    (832
    )Payments
    
    
    (2,809
    )Balance as of September 30, 2006
    
    $
    3,470Accretion of interest
    
    
    215Purchase accounting adjustments
    
    
    (636
    )Payments
    
    
    (1,437
    )Balance as of September 29, 2007
    
    $
    1,612Accretion of interest
    
    
    70Purchase accounting adjustments
    
    
    (402
    )Payments
    
    
    (1,280
    )Balance as of September 27, 2008
    
    $
    
 51




---



##### Table of Contents



Restructuring Related to Acquisition of Acorn
  Balance as of April 7, 2006
    
    $
    1,547Adjustments to purchase accounting
    
    
    (40
    )Payments
    
    
    (332
    )Balance as of September 30, 2006
    
    $
    1,175Adjustments to purchase accounting
    
    
    (231
    )Payments
    
    
    (866
    )Balance as of September 29, 2007
    
    $
    78Payments
    
    
    (78
    )Balance as of September 27, 2008
    
    $
    
 5. Trade Receivables and Concentrations of Credit Risk
  September 28,
    
    
    September 29,2008
    
    
    2007Trade receivables
    
    $
    77,646
    
    
    $
    76,923Allowance for doubtful accounts
    
    
    (626
    )
    
    
    (524
    )Other sales reserves
    
    
    (17,852
    )
    
    
    (20,093
    )$
    59,168
    
    
    $
    56,306
   52




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##### Table of Contents



6. Inventories
  September 27,
    
    
    September 29,2008
    
    
    2007Finished goods
    
    $
    69,681
    
    
    $
    68,081Work in process
    
    
    13,564
    
    
    
    17,599Raw materials
    
    
    27,646
    
    
    
    29,383$
    110,891
    
    
    $
    115,063
 7. Property, Plant and Equipment
  September 27,
    
    
    September 29,2008
    
    
    2007Land and improvements
    
    $
    1,565
    
    
    $
    1,970Buildings and improvements
    
    
    18,431
    
    
    
    19,252Machinery and equipment
    
    
    74,370
    
    
    
    71,248Furniture and fixtures
    
    
    1,274
    
    
    
    1,124Computer hardware
    
    
    3,160
    
    
    
    2,083Computer software
    
    
    8,508
    
    
    
    8,414Construction in progress
    
    
    2,372
    
    
    
    2,568109,680
    
    
    
    106,659Less accumulated depreciation
    
    
    (54,443
    )
    
    
    (40,604
    )Net property, plant and equipment
    
    $
    55,237
    
    
    $
    66,055
 8. Goodwill and Other Intangibles
  53




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##### Table of Contents



United States
    
    
    Canada
    
    
    TotalGoodwill at September 30, 2006
    
    $
    44,897
    
    
    $
    13,462
    
    
    $
    58,359Currency translation adjustments
    
    
    (115
    )
    
    
    1,676
    
    
    
    1,561Revision of purchase price allocations
    
    
    (626
    )
    
    
    26
    
    
    
    (600
    )Goodwill 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
    
    
    $
    58,242
  Gross Carrying
    
    
    AccumulatedAmount
    
    
    AmortizationIndefinite lived intangible assets:Trade names
    
    $
    48,967
    
    
    $
    Finite lived intangible assets:Technology (patents)
    
    
    1,356
    
    
    
    1,095Non-compete agreements
    
    
    976
    
    
    
    944Customer relationships
    
    
    11,775
    
    
    
    4,88614,107
    
    
    
    6,925$
    63,074
    
    
    $
    6,925
  Gross Carrying
    
    
    AccumulatedAmount
    
    
    AmortizationIndefinite lived intangible assets:Trade names
    
    $
    64,754
    
    
    $
    Finite lived intangible assets:Technology (patents)
    
    
    1,356
    
    
    
    932Non-compete agreements
    
    
    976
    
    
    
    923Customer relationships
    
    
    11,800
    
    
    
    3,70714,132
    
    
    
    5,562$
    78,886
    
    
    $
    5,562
 54




---



##### Table of Contents



9. Income Taxes
  Fiscal year
    
    
    Fiscal year
    
    
    Fiscal yearended
    
    
    ended
    
    
    endedSeptember 27,
    
    
    September 29,
    
    
    September 30,2008
    
    
    2007
    
    
    2006(Loss) income before provision for income taxes:Domestic
    
    $
    (31,791
    )
    
    $
    (23,370
    )
    
    $
    (13,153
    )Foreign
    
    
    11,515
    
    
    
    11,060
    
    
    
    8,576$
    (20,276
    )
    
    $
    (12,310
    )
    
    $
    (4,577
    )Income tax (benefit) expense:Current:Federal
    
    $
    
    
    
    $
    
    
    
    $
    State
    
    
    (608
    )
    
    
    1,115
    
    
    
    (574
    )Foreign
    
    
    719
    
    
    
    2,609
    
    
    
    2,387111
    
    
    
    3,724
    
    
    
    1,813Deferred:Federal
    
    
    (3,484
    )
    
    
    1,416
    
    
    
    (836
    )State
    
    
    (410
    )
    
    
    167
    
    
    
    (1,104
    )Foreign
    
    
    (71
    )
    
    
    493
    
    
    
    127(3,965
    )
    
    
    2,076
    
    
    
    (1,813
    )$
    (3,854
    )
    
    $
    5,800
    
    
    $
    
  Fiscal year
    
    
    Fiscal year
    
    
    Fiscal yearended
    
    
    ended
    
    
    endedSeptember 27,
    
    
    September 29,
    
    
    September 30,2008
    
    
    2007
    
    
    2006Statutory federal income tax benefit
    
    $
    (6,894
    )
    
    $
    (4,185
    )
    
    $
    (1,556
    )Non-deductible goodwill impairment loss
    
    
    
    
    
    
    58
    
    
    
    State income tax expense (net of federal benefit)
    
    
    (1,084
    )
    
    
    846
    
    
    
    (1,395
    )Tax contingencies
    
    
    (738
    )
    
    
    
    
    
    
    Nondeductible other
    
    
    102
    
    
    
    52
    
    
    
    (102
    )Foreign tax benefits and income exclusions
    
    
    (4,281
    )
    
    
    
    
    
    
    Foreign income tax differential
    
    
    (234
    )
    
    
    (199
    )
    
    
    (135
    )Change in estimated tax rate
    
    
    
    
    
    
    
    
    
    
    (1,199
    )Change in valuation allowance
    
    
    7,973
    
    
    
    9,955
    
    
    
    4,509Foreign withholding tax
    
    
    1,133
    
    
    
    
    
    
    
    Other, net
    
    
    169
    
    
    
    (727
    )
    
    
    (122
    )$
    (3,854
    )
    
    $
    5,800
    
    
    $
    
 55




---



##### Table of Contents



September 27,
    
    
    September 29,2008
    
    
    2007Deferred tax assets:Accounts receivable
    
    $
    926
    
    
    $
    1,156Inventories
    
    
    1,912
    
    
    
    1,473Accrued liabilities and restructuring expenses
    
    
    3,587
    
    
    
    5,721Other non-current items
    
    
    5,951
    
    
    
    741Pension
    
    
    8,360
    
    
    
    2,910Net operating loss carryforwards
    
    
    23,344
    
    
    
    19,543Total deferred tax assets
    
    
    44,080
    
    
    
    31,544Deferred tax liabilities:Plant and equipment, principally due to differences in depreciation
    
    
    5,829
    
    
    
    8,580Intangible assets
    
    
    13,099
    
    
    
    18,433Derivative financial instruments
    
    
    101
    
    
    
    1,901Other current items
    
    
    5,084
    
    
    
    2,825Total deferred tax liabilities
    
    
    24,113
    
    
    
    31,739Valuation allowance
    
    
    34,924
    
    
    
    19,530Net deferred tax liabilities
    
    $
    (14,957
    )
    
    $
    (19,725
    )
      56




---



##### Table of Contents



Balance 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 statute of limitations
    
    
    (875
    )Balance at September 27, 2008
    
    $
    2,955
    10. Debt Arrangements
 Senior Subordinated Notes
    57




---



##### Table of Contents



Senior Floating Rate Notes
    Interest Rate Swaps
  58




---



##### Table of Contents



Term Note
  Amended and Restated Senior Secured Credit Agreement
   59




---



##### Table of Contents



September 27,
    
    
    September 29,2008
    
    
    2007Revolving loan facility dated 4/7/06, expires 2011
    
    $
    40,010
    
    
    $
    42,498Term Note due 2010
    
    
    1,033
    
    
    
    1,575Capital lease obligations
    
    
    
    
    
    
    71Senior Floating Rate Notes due 2012, net of
unamortized discount of $349 and $456,
respectively
    
    
    149,651
    
    
    
    149,54410% Senior Subordinated Notes due 2012
    
    
    150,000
    
    
    
    150,000Total debt
    
    
    340,694
    
    
    
    343,688Less revolving loan facility
    
    
    (40,010
    )
    
    
    (42,498
    )Less current portion of capital lease obligations
    
    
    
    
    
    
    (71
    )Current portion of long-term debt
    
    
    (554
    )
    
    
    (541
    )Long-term debt
    
    $
    300,130
    
    
    $
    300,578
  2009
    
    $
    40,5642010
    
    
    4792011
    
    
    2012
    
    
    300,0002013
    
    
    Thereafter
    
    
    $
    341,043
  11. Lease Arrangements
   60




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##### Table of Contents



2009
    
    $
    9,6222010
    
    
    9,4982011
    
    
    9,4342012
    
    
    7,8682013
    
    
    6,576Thereafter
    
    
    36,393Total minimum lease payments
    
    $
    79,391
 12. Pension and Other Postretirement Benefits
  Employers Accounting and Settlements and Curtailments of Defined Benefit Pension Plan and
for Termination Benefits
  61




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##### Table of Contents



Pension Benefits
    
    
    Other BenefitsSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Change in projected benefit obligationProjected benefit obligation at beginning of
period
    
    $
    145,663
    
    
    $
    137,069
    
    
    $
    1,566
    
    
    $
    1,779Service cost
    
    
    2,460
    
    
    
    2,204
    
    
    
    1
    
    
    
    2Interest cost
    
    
    8,570
    
    
    
    8,133
    
    
    
    92
    
    
    
    105Curtailment
    
    
    (6,732
    )
    
    
    
    
    
    
    
    
    
    
    Change due to plan amendment
    
    
    
    
    
    
    311
    
    
    
    
    
    
    
    Assumption changes
    
    
    
    
    
    
    9,476
    
    
    
    (117
    )
    
    
    (291
    )Actuarial gain
    
    
    (1,774
    )
    
    
    (2,943
    )
    
    
    
    
    
    
    Benefits paid
    
    
    (8,568
    )
    
    
    (8,587
    )
    
    
    (63
    )
    
    
    (29
    )Projected benefit obligation at end of period
    
    $
    139,619
    
    
    $
    145,663
    
    
    $
    1,479
    
    
    $
    1,566Change in fair value of plan assetsFair value of plan assets at beginning of
period
    
    $
    135,664
    
    
    $
    130,490
    
    
    $
    
    
    
    $
    Actual (loss) return on plan assets
    
    
    (10,648
    )
    
    
    13,723
    
    
    
    
    
    
    
    Employer contributions
    
    
    11
    
    
    
    674
    
    
    
    
    
    
    
    29Benefits paid
    
    
    (8,568
    )
    
    
    (8,586
    )
    
    
    
    
    
    
    (29
    )Plan expenses
    
    
    
    
    
    
    (637
    )
    
    
    
    
    
    
    Fair value of plan assets at end of period
    
    $
    116,459
    
    
    $
    135,664
    
    
    $
    
    
    
    $
    Unfunded status at June 30 (pension
benefits) and September 30 
(other benefits)
    
    $
    (23,160
    )
    
    $
    (9,999
    )
    
    $
    (1,479
    )
    
    $
    (1,566
    )Unfunded status at fiscal year endUnfunded status at June 30 (pension
benefits) and September 30 
(other benefits)
    
    $
    (23,160
    )
    
    $
    (9,999
    )
    
    $
    (1,479
    )
    
    $
    (1,566
    )Amount contributed after measurement date
    
    
    3
    
    
    
    3
    
    
    
    
    
    
    
    Unfunded status at fiscal year end
    
    $
    (23,157
    )
    
    $
    (9,996
    )
    
    $
    (1,479
    )
    
    $
    (1,566
    )Net amount recognized on consolidated
balance sheet at fiscal 
year endCurrent benefit liability (included in
accrued expenses and other current
liabilities)
    
    $
    (15
    )
    
    $
    (15
    )
    
    $
    (113
    )
    
    $
    (113
    )Noncurrent benefit liability (included in
accrued retirement benefits)
    
    
    (23,142
    )
    
    
    (9,981
    )
    
    
    (1,366
    )
    
    
    (1,453
    )Net amount recognized at fiscal year end
    
    $
    (23,157
    )
    
    $
    (9,996
    )
    
    $
    (1,479
    )
    
    $
    (1,566
    )Amounts recognized in other comprehensive
(loss) income (pre-tax) at fiscal year endNet loss (gain)
    
    $
    18,852
    
    
    $
    6,716
    
    
    $
    (1,689
    )
    
    $
    (1,689
    )Prior service cost
    
    
    290
    
    
    
    311
    
    
    
    
    
    
    
    Net amount recognized at fiscal year end
    
    $
    19,142
    
    
    $
    7,027
    
    
    $
    (1,689
    )
    
    $
    (1,689
    )
  62




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##### Table of Contents



Pension Benefits
    
    Other Benefits2008
    
    2007
    
    2008
    
    2007Discount rate
    
    
    6.10
    %
    
    
    6.15
    %
    
    
    6.10
    %
    
    
    6.15
    %Rate of compensation increase
    
    
    3.50
    %
    
    
    3.50
    %
    
    
    
    
    
    
    Expected return on assets
    
    
    8
    %
    
    
    9
    %
    
    
    
    
    
    
    
   Pension Benefits
    
    Other Benefits2008
    
    2007
    
    2008
    
    2007Discount rate
    
    
    6.10
    %
    
    
    6.10
    %
    
    
    6.30
    %
    
    
    6.10
    %Rate of compensation increase
    
    
    
    
    
    
    3.50
    %
    
    
    
    
    
    
    
   Pension Benefits
    
    
    Other BenefitsFiscal year
    
    
    Fiscal year
    
    
    Fiscal year
    
    
    Fiscal yearended
    
    
    ended
    
    
    ended
    
    
    endedSeptember 27,
    
    
    September 29,
    
    
    September 27,
    
    
    September 29,2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    2,460
    
    
    $
    2,841
    
    
    $
    1
    
    
    $
    2Interest cost
    
    
    8,570
    
    
    
    8,133
    
    
    
    92
    
    
    
    105Amortization of net (gain) or loss
    
    
    (18
    )
    
    
    
    
    
    
    (118
    )
    
    
    Amortization of prior service cost
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    Actual return on plan assets
    
    
    (9,977
    )
    
    
    (11,097
    )
    
    
    
    
    
    
    Asset loss deferred
    
    
    
    
    
    
    (50
    )
    
    
    
    
    
    
    (112
    )Net periodic benefit (credit) cost
    
    $
    1,057
    
    
    $
    (173
    )
    
    $
    (25
    )
    
    $
    (5
    )
   Pension
    
    PostretirementBenefits
    
    Benefits2009
    
    $
    8,671
    
    
    $
    1102010
    
    
    8,668
    
    
    
    1052011
    
    
    8,643
    
    
    
    1052012
    
    
    8,721
    
    
    
    1052013
    
    
    8,822
    
    
    
    105Five year period beginning thereafter
    
    
    47,071
    
    
    
    525
 63




---



##### Table of Contents



September 27,
    
    
    September 29,2008
    
    
    2007Change in projected benefit obligationProjected benefit obligation at beginning of period
    
    $
    7,824
    
    
    $
    7,467Service cost
    
    
    287
    
    
    
    281Interest cost
    
    
    428
    
    
    
    348Participants Contributions
    
    
    29
    
    
    
    29Actuarial (gain) loss
    
    
    (631
    )
    
    
    (874
    )Benefits paid
    
    
    (503
    )
    
    
    (276
    )Effect of foreign currency
    
    
    278
    
    
    
    849Projected benefit obligation at end of period
    
    $
    7,712
    
    
    $
    7,824Change in fair value of plan assetsFair value of plan assets at beginning of period
    
    $
    8,315
    
    
    $
    6,903Actual (loss) return on plan assets
    
    
    (2,349
    )
    
    
    547Employer contributions
    
    
    272
    
    
    
    288Plan participants contributions
    
    
    29
    
    
    
    Plan expenses
    
    
    (216
    )
    
    
    Benefits paid
    
    
    (287
    )
    
    
    (276
    )Effect of foreign currency
    
    
    348
    
    
    
    853Fair value of plan assets at end of period
    
    $
    6,112
    
    
    $
    8,315(Unfunded) funded status at fiscal year end
    
    $
    (1,600
    )
    
    $
    491Net amount recognized on consolidated balance sheet at fiscal year endNoncurrent asset (included in other noncurrent assets)
    
    $
    
    
    
    $
    491Current benefit liability (included in accrued expenses and other
current liabilities)
    
    
    (131
    )
    
    
    Noncurrent benefit liability (included in accrued retirement benefits)
    
    
    (1,469
    )
    
    
    Net amount recognized at fiscal year end
    
    $
    (1,600
    )
    
    $
    491Amounts recognized in other comprehensive (loss) income (pre-tax) at
fiscal year endNet loss (gain)
    
    $
    1,469
    
    
    $
    (728
    )Net amount recognized at fiscal year end
    
    $
    1,469
    
    
    $
    (728
    )
  2008
    
    2007Discount rate
    
    
    4.50
    %
    
    
    5.25
    %Rate of compensation increase
    
    
    
    
    
    
    3.75
    %Expected return on assets
    
    
    6.25
    %
    
    
    6.25
    %
 64




---



##### Table of Contents



2008
    
    2007Discount rate
    
    
    5.25
    %
    
    
    5.25
    %Rate of compensation increase
    
    
    3.75
    %
    
    
    3.75
    %
   Fiscal year
    
    
    Fiscal yearended
    
    
    endedSeptember 27,
    
    
    September 29,2008
    
    
    2007Service cost
    
    $
    287
    
    
    $
    281Interest cost
    
    
    428
    
    
    
    348Actual return on plan assets
    
    
    (572
    )
    
    
    (453
    )Asset gain deferred
    
    
    
    
    
    
    Amortization of unrecognized prior service costs
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    143
    
    
    $
    176
   2009
    
    $
    2162010
    
    
    2412011
    
    
    2992012
    
    
    3762013
    
    
    408Five year period beginning thereafter
    
    
    2,499
    65




---



##### Table of Contents



Target
    
    TargetAllocation
    
    AllocationJune 30, 2008
    
    June 30, 2007Domestic equity securities
    
    
    58
    %
    
    
    58
    %Fixed income securities
    
    
    30
    %
    
    
    30
    %International equity securities
    
    
    12
    %
    
    
    12
    %
   13. Stockholders Equity
  Series A Preferred Stock
   Class A and B Common Stock
    66




---



##### Table of Contents



Warrants
  14. Segment Information
  Fiscal Year EndedSeptember 27, 2008United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedSales to external customers
    
    $
    403,603
    
    
    $
    92,593
    
    
    $
    7,257
    
    
    
    
    
    
    $
    503,453Intersegment sales
    
    
    13,492
    
    
    
    2,880
    
    
    
    2,597
    
    
    $
    (18,969
    )
    
    
    Operating income (loss)
    
    
    18,868
    
    
    
    (2,139
    )
    
    
    (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
 67




---



##### Table of Contents



Fiscal Year EndedSeptember 29, 2007United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedSales to external customers
    
    $
    421,810
    
    
    $
    71,005
    
    
    $
    7,952
    
    
    
    
    
    
    $
    500,767Intersegment sales
    
    
    7,914
    
    
    
    628
    
    
    
    2,752
    
    
    
    (11,294
    )
    
    
    Operating income
    
    
    15,234
    
    
    
    2,943
    
    
    
    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
 Fiscal Year EndedSeptember 30, 2006United States
    
    
    Canada
    
    
    Other
    
    
    Eliminations
    
    
    ConsolidatedSales to external customers
    
    $
    407,444
    
    
    $
    69,704
    
    
    $
    6,453
    
    
    
    
    
    
    $
    483,601Intersegment sales
    
    
    8,775
    
    
    
    3,392
    
    
    
    3,016
    
    
    $
    (15,183
    )
    
    
    Operating income
    
    
    13,414
    
    
    
    9,876
    
    
    
    258
    
    
    
    
    
    
    
    23,548Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,781Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,656
    )Loss before income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (4,577
    )Depreciation and amortization
    
    
    11,642
    
    
    
    2,038
    
    
    
    299
    
    
    
    
    
    
    
    13,979Intangible impairment charges
    
    
    
    
    
    
    5,963
    
    
    
    
    
    
    
    
    
    
    
    5,963Cash paid for property,
plant and equipment
    
    
    13,394
    
    
    
    2,101
    
    
    
    302
    
    
    
    
    
    
    
    15,797
  September 27, 2008
    
    
    September 29, 2007United States
    
    $
    250,964
    
    
    $
    274,285Canada
    
    
    114,953
    
    
    
    111,380Other
    
    
    7,908
    
    
    
    7,120Total assets
    
    $
    373,825
    
    
    $
    392,785
  September 27,
    
    
    September 29,2008
    
    
    2007United States
    
    $
    42,201
    
    
    $
    51,641Canada
    
    
    10,311
    
    
    
    11,666Europe
    
    
    2,725
    
    
    
    2,748Total
    
    $
    55,237
    
    
    $
    66,055
 68




---



##### Table of Contents



15. Other (Income) Expense
  Fiscal year
    
    
    Fiscal year
    
    
    Fiscal yearended
    
    
    ended
    
    
    endedSeptember 27,
    
    
    September 29,
    
    
    September 30,2008
    
    
    2007
    
    
    2006Foreign exchange loss (gain)
    
    $
    3,106
    
    
    $
    (5,926
    )
    
    $
    (76
    )Legal settlement
    
    
    
    
    
    
    
    
    
    
    (5,587
    )Other
    
    
    (31
    )
    
    
    384
    
    
    
    7Total
    
    $
    3,075
    
    
    $
    (5,542
    )
    
    $
    (5,656
    )
   16. Condensed Guarantor Data
   69




---



##### Table of Contents



Condensed 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
    
    
    
    241,936
    
    
    
    2,309
    
    
    
    (271,324
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    223,202
    
    
    
    58,343
    
    
    
    157,732
    
    
    
    (439,277
    )
    
    
    Other noncurrent assets
    
    
    
    
    
    
    9,798
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,798Total assets
    
    $
    
    
    
    $
    497,495
    
    
    $
    342,985
    
    
    $
    243,946
    
    
    $
    (710,601
    )
    
    $
    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
    
    
    
    
    
    
    
    119,792
    
    
    
    (271,324
    )
    
    
    Cumulative losses in subsidiaries
    
    
    84,205
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (84,205
    )
    
    
    Total liabilities
    
    
    84,205
    
    
    
    581,700
    
    
    
    9,614
    
    
    
    138,040
    
    
    
    (355,529
    )
    
    
    458,030Commitments and contingenciesStockholders (deficit) equity:Preferred stock  Series A
    
    
    
    
    
    
    
    
    
    
    118,249
    
    
    
    58,253
    
    
    
    (176,502
    )
    
    
    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
    
    
    
    38,082
    
    
    
    83,499
    
    
    
    (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
    
    
    
    105,906
    
    
    
    (355,072
    )
    
    
    (84,205
    )Total liabilities and stockholders
(deficit) equity
    
    $
    
    
    
    $
    497,495
    
    
    $
    342,985
    
    
    $
    243,946
    
    
    $
    (710,601
    )
    
    $
    373,825
 70




---



##### Table of Contents



ATT Holding Co.
Condensed Consolidating Balance Sheet
As of September 29, 2007
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    
    
    
    $
    276
    
    
    $
    5
    
    
    $
    4,901
    
    
    $
    
    
    
    $
    5,182Trade receivables, net
    
    
    
    
    
    
    45,517
    
    
    
    
    
    
    
    10,789
    
    
    
    
    
    
    
    56,306Inventories
    
    
    
    
    
    
    96,580
    
    
    
    
    
    
    
    18,483
    
    
    
    
    
    
    
    115,063Deferred income taxes
    
    
    
    
    
    
    2,363
    
    
    
    
    
    
    
    
    
    
    
    (1,611
    )
    
    
    752Prepaid expenses and other
current assets
    
    
    
    
    
    
    4,388
    
    
    
    
    
    
    
    1,121
    
    
    
    
    
    
    
    5,509Total current assets
    
    
    
    
    
    
    149,124
    
    
    
    5
    
    
    
    35,294
    
    
    
    (1,611
    )
    
    
    182,812Property, plant and equipment, net
    
    
    
    
    
    
    51,641
    
    
    
    
    
    
    
    14,414
    
    
    
    
    
    
    
    66,055Intangibles, net
    
    
    
    
    
    
    7,344
    
    
    
    58,283
    
    
    
    7,697
    
    
    
    
    
    
    
    73,324Goodwill
    
    
    
    
    
    
    44,156
    
    
    
    
    
    
    
    15,164
    
    
    
    
    
    
    
    59,320Intercompany receivable
    
    
    
    
    
    
    36,595
    
    
    
    221,605
    
    
    
    4,176
    
    
    
    (262,376
    )
    
    
    Investment in subsidiaries
    
    
    
    
    
    
    209,240
    
    
    
    57,117
    
    
    
    155,182
    
    
    
    (421,539
    )
    
    
    Other noncurrent assets
    
    
    
    
    
    
    10,783
    
    
    
    
    
    
    
    491
    
    
    
    
    
    
    
    11,274Total assets
    
    $
    
    
    
    $
    508,883
    
    
    $
    337,010
    
    
    $
    232,418
    
    
    $
    (685,526
    )
    
    $
    392,785Liabilities and stockholders
(deficit) equityCurrent liabilities:Trade accounts payable
    
    $
    
    
    
    $
    29,466
    
    
    $
    157
    
    
    $
    5,718
    
    
    $
    
    
    
    $
    35,341Accrued interest payable
    
    
    
    
    
    
    6,254
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,254Accrued expenses and other
current liabilities
    
    
    
    
    
    
    18,154
    
    
    
    
    
    
    
    6,889
    
    
    
    (1,611
    )
    
    
    23,432Revolving loan
    
    
    
    
    
    
    42,498
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,498Current portion of long-term
debt and capital lease
obligations
    
    
    
    
    
    
    612
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    612Total current liabilities
    
    
    
    
    
    
    96,984
    
    
    
    157
    
    
    
    12,607
    
    
    
    (1,611
    )
    
    
    108,137Deferred income taxes
    
    
    
    
    
    
    2,363
    
    
    
    13,571
    
    
    
    4,543
    
    
    
    
    
    
    
    20,477Long-term debt
    
    
    
    
    
    
    300,578
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,578Accrued retirement benefits
    
    
    
    
    
    
    10,943
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,943Other liabilities
    
    
    
    
    
    
    6,638
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,638Intercompany payable
    
    
    
    
    
    
    145,365
    
    
    
    5,489
    
    
    
    111,522
    
    
    
    (262,376
    )
    
    
    Cumulative losses in subsidiaries
    
    
    53,988
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (53,988
    )
    
    
    Total liabilities
    
    
    53,988
    
    
    
    562,871
    
    
    
    19,217
    
    
    
    128,672
    
    
    
    (317,975
    )
    
    
    446,773Commitments and contingenciesStockholders (deficit) equity:Preferred stock  Series A
    
    
    
    
    
    
    
    
    
    
    118,249
    
    
    
    58,253
    
    
    
    (176,502
    )
    
    
    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
    
    
    (155,707
    )
    
    
    (155,707
    )
    
    
    36,091
    
    
    
    35,786
    
    
    
    83,830
    
    
    
    (155,707
    )Accumulated other comprehensive
income
    
    
    4,758
    
    
    
    4,758
    
    
    
    8,951
    
    
    
    9,707
    
    
    
    (23,416
    )
    
    
    4,758Total stockholders (deficit) equity
    
    
    (53,988
    )
    
    
    (53,988
    )
    
    
    317,793
    
    
    
    103,746
    
    
    
    (367,551
    )
    
    
    (53,988
    )Total liabilities and stockholders
(deficit) equity
    
    $
    
    
    
    $
    508,883
    
    
    $
    337,010
    
    
    $
    232,418
    
    
    $
    (685,526
    )
    
    $
    392,785
 71




---



##### Table of Contents



ATT Holding Co.
Condensed 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
    )
    
    
    2,549
    
    
    
    (238
    )
    
    
    Net (loss) income
    
    $
    (16,422
    )
    
    $
    (16,422
    )
    
    $
    14,457
    
    
    $
    2,203
    
    
    $
    (238
    )
    
    $
    (16,422
    )
 ATT Holding Co.
Condensed 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
    
    
    
    
    
    
    6,283
    
    
    
    (3,585
    )
    
    
    3,102
    
    
    
    
    
    
    
    5,800(Loss) equity in earnings of
subsidiaries
    
    
    (18,110
    )
    
    
    22,236
    
    
    
    7,923
    
    
    
    13,780
    
    
    
    (25,829
    )
    
    
    Net (loss) income
    
    $
    (18,110
    )
    
    $
    (18,110
    )
    
    $
    22,197
    
    
    $
    21,742
    
    
    $
    (25,829
    )
    
    $
    (18,110
    )
 72




---



##### Table of Contents



ATT Holding Co.
Condensed Consolidating Statement of Operations
Fiscal Year Ended September 30, 2006
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedNet sales
    
    $
    
    
    
    $
    415,608
    
    
    $
    
    
    
    $
    76,157
    
    
    $
    (8,164
    )
    
    $
    483,601Cost of goods sold
    
    
    
    
    
    
    311,555
    
    
    
    
    
    
    
    52,226
    
    
    
    (8,164
    )
    
    
    355,617Gross profit
    
    
    
    
    
    
    104,053
    
    
    
    
    
    
    
    23,931
    
    
    
    
    
    
    
    127,984Selling, general and
administrative expenses
    
    
    
    
    
    
    82,992
    
    
    
    
    
    
    
    13,601
    
    
    
    
    
    
    
    96,593Gain on disposal of fixed assets
    
    
    
    
    
    
    (370
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (370
    )Amortization of intangible assets
    
    
    
    
    
    
    1,374
    
    
    
    266
    
    
    
    196
    
    
    
    
    
    
    
    1,836Impairment charges
    
    
    
    
    
    
    414
    
    
    
    5,963
    
    
    
    
    
    
    
    
    
    
    
    6,377Operating income (loss)
    
    
    
    
    
    
    19,643
    
    
    
    (6,229
    )
    
    
    10,134
    
    
    
    
    
    
    
    23,548Interest expense (income)
    
    
    
    
    
    
    40,174
    
    
    
    (6,538
    )
    
    
    145
    
    
    
    
    
    
    
    33,781Other (income) expense
    
    
    
    
    
    
    (19
    )
    
    
    (7,122
    )
    
    
    1,485
    
    
    
    
    
    
    
    (5,656
    )(Loss) income before income taxes
    
    
    
    
    
    
    (20,512
    )
    
    
    7,431
    
    
    
    8,504
    
    
    
    
    
    
    
    (4,577
    )Income tax (benefit) expense
    
    
    
    
    
    
    (458
    )
    
    
    (2,056
    )
    
    
    2,514
    
    
    
    
    
    
    
    (Loss) equity in earnings of
subsidiaries
    
    
    (4,577
    )
    
    
    15,477
    
    
    
    
    
    
    
    
    
    
    
    (10,900
    )
    
    
    Net (loss) income
    
    $
    (4,577
    )
    
    $
    (4,577
    )
    
    $
    9,487
    
    
    $
    5,990
    
    
    $
    (10,900
    )
    
    $
    (4,577
    )
 73




---



##### Table of Contents



ATT Holding Co.
Condensed Consolidating Statement of Cash Flows
Fiscal Year 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
    
    
    $
    2,203
    
    
    $
    (238
    )
    
    $
    (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
    
    
    
    (2,549
    )
    
    
    238
    
    
    
    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 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
 74




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##### Table of Contents



ATT Holding Co.
Condensed Consolidating Statement of Cash Flows
Fiscal Period 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
    
    
    $
    21,742
    
    
    $
    (25,829
    )
    
    $
    (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
    )
    
    
    (13,780
    )
    
    
    25,829
    
    
    
    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
    
    
    
    102
    
    
    
    (2,301
    )
    
    
    
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    11,573
    
    
    
    
    
    
    
    (137
    )
    
    
    
    
    
    
    11,436Inventories
    
    
    
    
    
    
    28,867
    
    
    
    
    
    
    
    (787
    )
    
    
    
    
    
    
    28,080Prepaid expenses and other
assets
    
    
    
    
    
    
    1,820
    
    
    
    
    
    
    
    (230
    )
    
    
    
    
    
    
    1,590Accounts payable
    
    
    
    
    
    
    (4,319
    )
    
    
    95
    
    
    
    (813
    )
    
    
    
    
    
    
    (5,037
    )Intercompany accounts
    
    
    
    
    
    
    14,257
    
    
    
    (15,211
    )
    
    
    954
    
    
    
    
    
    
    
    Accrued expenses and other
liabilities
    
    
    
    
    
    
    (11,099
    )
    
    
    
    
    
    
    2,045
    
    
    
    
    
    
    
    (9,054
    )Net cash provided by (used in)
operating activities
    
    
    
    
    
    
    27,399
    
    
    
    (1
    )
    
    
    3,498
    
    
    
    
    
    
    
    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 capital from 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,041
    
    
    
    
    
    
    
    1,041(Decrease) increase in cash and
cash equivalents
    
    
    
    
    
    
    (742
    )
    
    
    (1
    )
    
    
    287
    
    
    
    
    
    
    
    (456
    )Cash and cash equivalents at
beginning of period
    
    
    
    
    
    
    1,018
    
    
    
    6
    
    
    
    4,614
    
    
    
    
    
    
    
    5,638Cash and cash equivalents at end
of period
    
    $
    
    
    
    $
    276
    
    
    $
    5
    
    
    $
    4,901
    
    
    $
    
    
    
    $
    5,182
 75




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##### Table of Contents



ATT Holding Co.
Condensed Consolidating Statement of Cash Flows
Fiscal Year Ended September 30, 2006
 AmesATT
    
    
    True
    
    
    
    
    
    
    SubsidiaryHolding
    
    
    Temper,
    
    
    Subsidiary
    
    
    Non-Co.
    
    
    Inc.
    
    
    Guarantors
    
    
    Guarantors
    
    
    Eliminations
    
    
    ConsolidatedOperating activitiesNet (loss) income
    
    $
    (4,577
    )
    
    $
    (4,577
    )
    
    $
    9,487
    
    
    $
    5,990
    
    
    $
    (10,900
    )
    
    $
    (4,577
    )Adjustments to reconcile net
(loss) income to net cash (used
in) provided by operating
activities:Depreciation expense
    
    
    
    
    
    
    10,002
    
    
    
    
    
    
    
    2,141
    
    
    
    
    
    
    
    12,143Equity in loss (earnings) of
subsidiaries
    
    
    4,577
    
    
    
    (15,477
    )
    
    
    
    
    
    
    
    
    
    
    10,900
    
    
    
    Provision for (benefit from)
deferred taxes
    
    
    
    
    
    
    116
    
    
    
    (2,056
    )
    
    
    127
    
    
    
    
    
    
    
    (1,813
    )Other, net
    
    
    
    
    
    
    4,300
    
    
    
    266
    
    
    
    (402
    )
    
    
    
    
    
    
    4,164Unrealized foreign currency gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (76
    )
    
    
    
    
    
    
    (76
    )Impairment charges
    
    
    
    
    
    
    414
    
    
    
    5,963
    
    
    
    
    
    
    
    
    
    
    
    6,377Non cash provision for taxes
    
    
    
    
    
    
    316
    
    
    
    
    
    
    
    (316
    )
    
    
    
    
    
    
    Changes in assets and liabilities:Accounts receivable
    
    
    
    
    
    
    2,385
    
    
    
    
    
    
    
    (1,430
    )
    
    
    
    
    
    
    955Inventories
    
    
    
    
    
    
    (28,909
    )
    
    
    
    
    
    
    (2,740
    )
    
    
    
    
    
    
    (31,649
    )Prepaid expenses and other
assets
    
    
    
    
    
    
    1,598
    
    
    
    
    
    
    
    (1,437
    )
    
    
    
    
    
    
    161Accounts payable
    
    
    
    
    
    
    (4,055
    )
    
    
    29
    
    
    
    2,011
    
    
    
    
    
    
    
    (2,015
    )Intercompany accounts
    
    
    
    
    
    
    12,453
    
    
    
    (13,688
    )
    
    
    1,235
    
    
    
    
    
    
    
    Accrued expenses and other
liabilities
    
    
    
    
    
    
    (116
    )
    
    
    
    
    
    
    694
    
    
    
    
    
    
    
    578Net cash (used in) provided by
operating activities
    
    
    
    
    
    
    (21,550
    )
    
    
    1
    
    
    
    5,797
    
    
    
    
    
    
    
    (15,752
    )Investing activitiesCash paid for property, plant and
equipment
    
    
    
    
    
    
    (13,394
    )
    
    
    
    
    
    
    (2,403
    )
    
    
    
    
    
    
    (15,797
    )Proceeds from sale of property,
plant and equipment
    
    
    
    
    
    
    2,763
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,763Restricted cash in escrow
    
    
    
    
    
    
    (2,081
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,081
    )Return of capital from joint
venture
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100Acquisition of businesses, net
of cash acquired
    
    
    
    
    
    
    (50,126
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50,126
    )Net cash used in investing
activities
    
    
    
    
    
    
    (62,738
    )
    
    
    
    
    
    
    (2,403
    )
    
    
    
    
    
    
    (65,141
    )Financing activitiesRepayments of long-term debt
    
    
    
    
    
    
    (515
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (515
    )Borrowings on revolver
    
    
    
    
    
    
    181,434
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    181,434Repayments on revolver
    
    
    
    
    
    
    (114,826
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (114,826
    )Debt issuance costs
    
    
    
    
    
    
    (1,419
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,419
    )Net cash provided by financing
activities
    
    
    
    
    
    
    64,674
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,674Effect of exchange rate changes
on cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    463
    
    
    
    
    
    
    
    463(Decrease) increase in cash and
cash equivalents
    
    
    
    
    
    
    (19,614
    )
    
    
    1
    
    
    
    3,857
    
    
    
    
    
    
    
    (15,756
    )Cash and cash equivalents at
beginning of period
    
    
    
    
    
    
    20,632
    
    
    
    5
    
    
    
    757
    
    
    
    
    
    
    
    21,394Cash and cash equivalents at end
of period
    
    $
    
    
    
    $
    1,018
    
    
    $
    6
    
    
    $
    4,614
    
    
    $
    
    
    
    $
    5,638
 76




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##### Table of Contents



17. Related Party Transactions
   Employee Subscription Agreement and Strip Subscription Agreements
  Strip Subscription Agreements
  Employee Subscription Agreements
   77




---



##### Table of Contents



Unvested
    
    VestedClass B Incentive Units as of September 29, 2007
    
    
    125,556
    
    
    
    30,710Granted
    
    
    
    
    
    
    Purchased
    
    
    17,600
    
    
    
    Vested
    
    
    (20,917
    )
    
    
    20,917Forfeited
    
    
    (39,597
    )
    
    
    Class B Incentive Units as of September 27, 2008
    
    
    82,642
    
    
    
    51,627
  Class A and A-2
    
    Class BUnits outstanding as of September 29, 2007
    
    
    124,748
    
    
    
    124,748Granted
    
    
    450
    
    
    
    450Purchased
    
    
    (961
    )
    
    
    (961
    )Units outstanding as of September 27, 2008
    
    
    124,237
    
    
    
    124,237
 18. Assets Held for Sale
  19. Commitments and Contingencies
   78




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##### Table of Contents



20. Subsequent Event
  21. Quarterly Consolidated Financial Information (Unaudited)
 (a)First
    
    Second
    
    Third
    
    Fourth
    
    (a)Quarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    Full YearFiscal 2008Net sales
    
    $
    98,781
    
    
    $
    147,143
    
    
    $
    162,580
    
    
    $
    94,949
    
    
    $
    503,453Gross profit
    
    
    25,374
    
    
    
    39,921
    
    
    
    40,754
    
    
    
    24,795
    
    
    
    130,844Net (loss) income
    
    
    (3,788
    )
    
    
    3,333
    
    
    
    5,966
    
    
    
    (21,933
    )
    
    
    (16,422
    )
 (b)First
    
    Second
    
    Third
    
    Fourth
    
    (b)Quarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    Full YearFiscal 2007Net sales
    
    $
    84,942
    
    
    $
    174,035
    
    
    $
    156,889
    
    
    $
    84,901
    
    
    $
    500,767Gross profit
    
    
    22,327
    
    
    
    42,588
    
    
    
    38,145
    
    
    
    18,356
    
    
    
    121,416Net (loss) income
    
    
    (9,176
    )
    
    
    (942
    )
    
    
    1,710
    
    
    
    (9,702
    )
    
    
    (18,110
    )
 
 (a)
    
    Net loss includes an unrealized foreign exchange loss of $3,001 and an impairment charge of
$15,583(see Note 15 and Note 2 respectively).(b)
    
    Net loss includes an unrealized foreign exchange gain of $5,445 and an impairment charge of
$4,426 (see Note 15 and Note 2, respectively). 79




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##### Table of Contents



Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 Item 9A. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  Internal Control Over Financial Reporting
 Internal Controls-Integrated Framework
  Changes in Internal Control Over Financial Reporting
  
    
    we enhanced accounting personnel knowledge related to accounting for income taxes
through professional education;
    
    established quarterly standard documentation practices related to accounting for income
taxes; and
    
    established formal review procedures, including a secondary review of quarterly income
tax documentation.
    80




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##### Table of Contents



Item 9B. OTHER INFORMATION
  81




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##### Table of Contents



PART III
 
 Item 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Name
    
    Age
    
    PositionDuane Greenly
    
    
    58
    
    
    President and Chief Operating 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
    
    
    49
    
    
    Chief Financial OfficerJean Gaudreault
    
    
    52
    
    
    President and General Manager, Garant (Canada)Thomas OConnor
    
    
    62
    
    
    Managing Director, True Temper Ltd. (Ireland)Geoff Brownrigg
    
    
    46
    
    
    Vice President, Sales and Business DevelopmentJohn
Castle
    
    
    68
    
    
    Member of the Board of Directors of the buyer parentJustin Wender
    
    
    39
    
    
    Member of the Board of Directors of the buyer parentWilliam Pruellage
    
    
    35
    
    
    Member of the Board of Directors of the buyer parentRichard Dell
    
    
    62
    
    
    Member of the Board of Directors of the buyer parentRobert Elman
    
    
    70
    
    
    Member of the Board of Directors of the buyer parentEdward LeBlanc
    
    
    62
    
    
    Member of the Board of Directors of the buyer parentKenneth Roman
    
    
    77
    
    
    Member of the Board of Directors of the buyer parent
 Duane Greenly
 David Nuti
 Jean Gaudreault
 Thomas OConnor
 82




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##### Table of Contents



Geoff Brownrigg
 John K. Castle
 Justin Wender
 William M. Pruellage
 Richard Dell
 83




---



##### Table of Contents



Robert Elman
 Edward LeBlanc
 Kenneth Roman
 Audit Committee Financial Expert
  Code of Ethics
  84




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##### Table of Contents



Item 11. EXECUTIVE COMPENSATION
 EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
 Overview of Compensation Program
  
    
    annual base salary;
    
    annual cash bonus incentive; and
    
    various health, disability, retirement and other benefits, including post-termination
arrangements.
  
    
    Richard Dell, President & CEO (a)
    
    Duane Greenly, President & CEO (b)
    
    David Nuti, CFO
    
    Jean Gaudreault, President & General Manager, Garant GP
    
    Geoff Brownrigg, Vice President, Sales and Business Development
   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 current years audited financial results.
 85




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##### Table of Contents




    
    Approving bonus payouts consistent with the current year bonus policy and attainment
of predetermined financial targets.
   Compensation Components
 Annual Base 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
the 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
   86




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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.
  87




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##### Table of Contents



Age
and Years of Service
    
    Matching contributionsLess than 55
    
    100% of 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
    88




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##### Table of Contents



Employment/Severance Agreements
   Executive Compensation Tables
 Summary Compensation Table
 Changein ValueAnnual
    
    of
    
    ChangeAnnual
    
    Cash
    
    Regular
    
    in ValueBase
    
    Bonus
    
    Pension
    
    of SERP
    
    All OtherSalary
    
    Incentive
    
    Benefit
    
    Benefit
    
    CompensationNEO
    
    Year
    
    (a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    TotalR. Dell
    
    
    2007
    
    
    $
    493,889
    
    
    $
    71,300
    
    
    $
    53,295
    
    
    $
    46,563
    
    
    $
    19,554
    
    
    $
    684,6012008
    
    
    
    512,789
    
    
    
    428,570
    
    
    
    40,938
    
    
    
    40,614
    
    
    
    25,938
    
    
    
    1,048,849D. Greenly
    
    
    2007
    
    
    
    269,804
    
    
    
    59,806
    
    
    
    39,208
    
    
    
    5,046
    
    
    
    19,782
    
    
    
    393,6462008
    
    
    
    329,808
    
    
    
    247,668
    
    
    
    29,701
    
    
    
    6,067
    
    
    
    24,335
    
    
    
    637,579D. Nuti
    
    
    2007
    
    
    
    235,890
    
    
    
    44,229
    
    
    
    18,465
    
    
    
    
    
    
    
    17,007
    
    
    
    315,5912008
    
    
    
    246,785
    
    
    
    161,169
    
    
    
    14,536
    
    
    
    
    
    
    
    16,651
    
    
    
    439,141J. Gaudreault
    
    
    2007
    
    
    
    257,448
    
    
    
    39,010
    
    
    
    
    
    
    
    
    
    
    
    16,383
    
    
    
    312,8412008
    
    
    
    258,718
    
    
    
    282,656
    
    
    
    
    
    
    
    
    
    
    
    18,476
    
    
    
    559,850G. Brownrigg
    
    
    2007
    
    
    
    197,456
    
    
    
    25,011
    
    
    
    13,344
    
    
    
    
    
    
    
    18,469
    
    
    
    254,2802008
    
    
    
    205,115
    
    
    
    88,830
    
    
    
    12,823
    
    
    
    
    
    
    
    18,966
    
    
    
    325,734
 
 (a)
    
    Amounts shown in this column represent the annual base salary for the fiscal years. 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 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 January 1, 2007 to December 31, 2007 for Fiscal 2008, January 1, 2006 to December 31,
2006 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,
2007 to June 30, 2008, for Mr. Dell and 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. All Other Compensation Table
 MatchingAutomobile
    
    Contributions to
    
    Non-QualifiedAllowance
    
    401(k) or
    
    401(k)
    
    OtherNEO
    
    Year
    
    and Expenses
    
    RRSP
    
    Contributions
    
    (c)
    
    TotalR. Dell
    
    
    2008
    
    
    $
    9,900
    
    
    $
    6,568
    
    
    $
    9,470
    
    
    $
    
    
    
    $
    25,938D. Greenly
    
    
    2008
    
    
    
    9,900
    
    
    
    5,394
    
    
    
    9,041
    
    
    
    
    
    
    
    24,335D. Nuti
    
    
    2008
    
    
    
    9,900
    
    
    
    6,252
    
    
    
    499
    
    
    
    
    
    
    
    16,651J. Gaudreault (a)(b)
    
    
    2008
    
    
    
    8,884
    
    
    
    6,321
    
    
    
    
    
    
    
    3,271
    
    
    
    18,476G. Brownrigg
    
    
    2008
    
    
    
    8,700
    
    
    
    7,541
    
    
    
    2,725
    
    
    
    
    
    
    
    18,966
 89




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##### Table of Contents



(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 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)
    
    Mr. Gaudreaults amount pertains to additional life and disability benefits not provided to
other employees. Pension Benefits Table
 Present
    
    PaymentsNumber of Years
    
    Value of
    
    Duringof Credited
    
    Accumulated
    
    FiscalNEO
    
    Plan Name
    
    Service (b)
    
    Benefits (b)
    
    Year 2008R. Dell
    
    Pension
    
    
    6.4
    
    
    $
    213,061
    
    
    $
    SERP
    
    
    6.4
    
    
    
    211,326
    
    
    
    D. Greenly
    
    Pension
    
    
    6.4
    
    
    
    155,843
    
    
    
    SERP
    
    
    6.4
    
    
    
    31,476
    
    
    
    D. Nuti
    
    Pension
    
    
    2.3
    
    
    
    33,001
    
    
    
    J. Gaudreault (a)
    
    RRSP
    
    
    
    
    
    
    
    
    
    
    G. Brownrigg
    
    Pension
    
    
    3.3
    
    
    
    38,305
    
    
    
    
 
 (a)
    
    Mr. Gaudreault is not in the pension plan but is in the RRSP in Canada.(b)
    
    The amounts shown for pension and SERP for number of years of credited service and present
value of accumulated benefits are at the pension and SERP valuation date of June 30, 2008. Potential Payments Upon Termination Table
 NEO
    
    Severance (a)
    
    Benefits (a)R. Dell (b)
Termination without cause
    
    $
    
    
    
    $
    D. Greenly
Termination without cause
    
    
    379,167
    
    
    
    5,537D. Nuti
Termination without cause
    
    
    270,833
    
    
    
    6,414J. Gaudreault (c)
Termination without cause
    
    
    152,266
    
    
    
    G. Brownrigg
Termination without cause
    
    
    120,750
    
    
    
    3,454
 
 (a)
    
    Mr. Greenlys and Mr. Nutis severance periods are 13 months. Mr. Gaudreaults and Mr.
Brownriggs severance periods are 7 months.(b)
    
    Mr. Dell separated from employment on September 27, 2008. His separation agreement is for
three years and compensates him at a rate of $452,000 per year.(c)
    
    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 2008: Canadian $1.00 = USD
$0.97, Fiscal 2007: Canadian $1.00 = USD $1.00. Interaction of Elements of Compensation
  90




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Director Compensation
  Conclusion
   Compensation Committee Report
   
 Compensation Committee Interlocks and Insider Participation
  Employment Agreements
   91




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##### Table of Contents



Employment Plans
 Retirement Plans
    92




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##### Table of Contents



Years of ServiceSalary
    
    15 Years
    
    20 Years
    
    25 Years
    
    30 Years
    
    35 Years
    
    40 Years$125,000
    
    $
    29,180
    
    
    $
    38,907
    
    
    $
    48,634
    
    
    $
    58,361
    
    
    $
    58,361
    
    
    $
    58,361$150,000
    
    $
    36,118
    
    
    $
    48,157
    
    
    $
    60,196
    
    
    $
    72,236
    
    
    $
    72,236
    
    
    $
    72,236$175,000
    
    $
    43,055
    
    
    $
    57,407
    
    
    $
    71,759
    
    
    $
    86,111
    
    
    $
    86,111
    
    
    $
    86,111$200,000
    
    $
    49,993
    
    
    $
    66,657
    
    
    $
    83,321
    
    
    $
    99,986
    
    
    $
    99,986
    
    
    $
    99,986$225,000
    
    $
    56,930
    
    
    $
    75,907
    
    
    $
    94,884
    
    
    $
    113,861
    
    
    $
    113,861
    
    
    $
    113,861$250,000
    
    $
    63,868
    
    
    $
    85,157
    
    
    $
    106,446
    
    
    $
    127,736
    
    
    $
    127,736
    
    
    $
    127,736$300,000
    
    $
    77,747
    
    
    $
    103,657
    
    
    $
    129,571
    
    
    $
    155,486
    
    
    $
    155,486
    
    
    $
    155,486$350,000
    
    $
    91,618
    
    
    $
    122,157
    
    
    $
    152,696
    
    
    $
    183,236
    
    
    $
    183,236
    
    
    $
    183,236$400,000
    
    $
    105,493
    
    
    $
    140,657
    
    
    $
    175,821
    
    
    $
    210,986
    
    
    $
    210,986
    
    
    $
    210,986$450,000
    
    $
    119,368
    
    
    $
    159,157
    
    
    $
    198,946
    
    
    $
    238,736
    
    
    $
    238,736
    
    
    $
    238,736$500,000
    
    $
    133,243
    
    
    $
    177,657
    
    
    $
    222,071
    
    
    $
    266,486
    
    
    $
    266,486
    
    
    $
    266,486$550,000
    
    $
    147,118
    
    
    $
    196,157
    
    
    $
    245,196
    
    
    $
    294,236
    
    
    $
    294,236
    
    
    $
    294,236
 
 (1)
    
    At September 27, 2008 Messrs. Dell, Greenly and Reed had 6.50, 6.50 and .92 years of benefit
service, respectively.  
 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
 93




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##### Table of Contents




    
    all members of buyer parents board of directors and our executive officers as a
group.
  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
    
    
    
    *Geoff Brownrigg(1)
    
    
    400
    
    
    
    *
    
    
    
    400
    
    
    
    *Justin B. Wender(1)
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *William M. Pruellage(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. Dell, our other
executive officers named in the table and Messrs. Elman, LeBlanc and Roman 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 AND DIRECTOR INDEPENDENCE
 Management Agreement
  94




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Management Equity
  Independent Directors
  Review, Approval or Ratification of Transactions with Related Persons
  
 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
   95




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Fiscal
    
    Fiscal2008
    
    2007Audit Fees(1)
    
    $
    1,245,140
    
    
    $
    1,088,700Tax Fees(2)
    
    
    21,000
    
    
    
    20,000
 
 (1)
    
    Includes aggregate fees and expenses for professional services performed in conjunction with:
fiscal 2008, the audit of our financial statements for the 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; fiscal 2007, the audit of our financial statements for
fiscal year ended September 29, 2007 and reviews of interim financial statements for the
quarterly periods ended March 31, 2007 and June 30, 2007.(2)
    
    For fiscal 2008 and 2007, tax fees consist principally of fees related to tax compliance. 96




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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
 97




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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.
    
    B10.7+
    
    Amended and Restated Employment Agreement, dated June 28, 2004,
between Ames True Temper, Inc. and Richard C. Dell
    
    B10.9+
    
    Amended and Restated Employment Agreement, dated June 28, 2004,
between Ames True Temper, Inc. and Duane R. Greenly
    
    B10.12+
    
    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
    
    F10.14+
    
    Employment Agreement, dated March 28, 2005, between Ames True
Temper, Inc. and Geoff Brownrigg
    
    E10.17+
    
    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
    
    K
 98




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ExhibitNumber
    
    Description10.20+*
    
    Separation Agreement and General Release, dated September 18, 2008,
between Ames True Temper, Inc. and Richard C. Dell12.1*
    
    Statement Regarding Computation of Ratios14.1
    
    Code of Ethics
    
    K16.1
    
    Letter of Ernst & Young LLP to the Securities and Exchange
Commission dated February 20, 2007
    
    J21.1
    
    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 Current Report on
Form 8-K filed with the SEC on February 20, 2007(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   99




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##### Table of Contents



SIGNATURES
  Ames True Temper, Inc.Date: December 19, 2008
    By:
    /s/ Duane R. GreenlyDuane R. GreenlyDirector, President and Chief Executive Officer
 (Authorized Signatory)  Signature
    
    Title/s/ Duane R. Greenly
    
    Director, President and Chief Executive Officer 
(Principal Executive Officer)Duane R. GreenlyDated: December 19, 2008/s/ David M. Nuti
    
    Chief Financial Officer
 (Principal Financial Officer)David M. NutiDated: December 19, 2008
 100




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##### Table of Contents



SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS
 For the Fiscal years Ended September 27, 2008, September 29, 2007 and September 30, 2006.
(Dollar amounts in thousands)
 Balance at
    
    Additions chargedbeginning of
    
    to costs and
    
    
    
    
    
    
    
    
    
    Balance atAccount receivable allowances
    
    period
    
    expenses
    
    Deductions
    
    Other (1)
    
    end of periodATT Holding Co.Fiscal 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
    
    
    
    20,617Fiscal year ended September 30, 2006
    
    
    15,794
    
    
    
    42,003
    
    
    
    (40,501
    )
    
    
    195
    
    
    
    17,491
 Balance atValuation allowance of
    
    beginning of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance atdeferred tax asset
    
    period
    
    Additions
    
    Deductions
    
    Other (1)
    
    end of periodFiscal year ended September 27, 2008
    
    $
    19,530
    
    
    $
    15,394
    
    
    $
    
    
    
    $
    
    
    
    $
    34,924Fiscal year ended September 29, 2007
    
    
    7,548
    
    
    
    11,982
    
    
    
    
    
    
    
    
    
    
    
    19,530Fiscal year ended September 30, 2006
    
    
    2,649
    
    
    
    4,509
    
    
    
    
    
    
    
    390
    
    
    
    7,548
 
 (1)
    
    Primarily the impact of currency change for fiscal years 2008 and 2007 and the impact of
currency changes as well as acquisitions of certain businesses during fiscal year 2006. 101