##### Table of Contents

---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



x QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2005



OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]



For the Transition period from
 to



Commission File No. 333-43523



Elgin National Industries, Inc.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 36-3908410                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



2001 Butterfield
Road, Suite 1020, Downers Grove, Illinois 60515-1050

(Address of principal executive offices)



Telephone Number: 630-434-7243

(Registrants telephone number, including area code)



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



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (SS 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q. ̈Yes  x No



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



As of July 31, 2005, there were outstanding 6,408.3 shares of Class A Common Stock and 19,951.7 shares of Preferred Stock.



---



---

##### Table of Contents

ELGIN NATIONAL INDUSTRIES, INC.



TABLE
OF CONTENTS



|                                                                                                                                                              |  |     
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                              |  | Page
|PART IFINANCIAL INFORMATION                                                                                                                                  |  |     
|                                                                                                                                                              | 
|ITEM 1Financial Statements                                                                                                                                   |  |     
|                                                                                                                                                              | 
|Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004                                                                                         |  | 3   
|                                                                                                                                                              | 
|Consolidated Statements of Operations for the Six Months Ended June 30, 2005 and June 30, 2004 and for the Three Months ended June 30, 2005 and June 30, 2004 |  | 4   
|                                                                                                                                                              | 
|Consolidated Statement of Changes in Stockholders Deficit for the Six Months Ended June 30, 2005                                                             |  | 5   
|                                                                                                                                                              | 
|Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2005 and June 30, 2004                                                      |  | 6   
|                                                                                                                                                              | 
|Notes to Condensed Consolidated Financial Statements                                                                                                          |  | 7   
|                                                                                                                                                              | 
|ITEM 2Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                  |  | 12  
|                                                                                                                                                              | 
|ITEM 3Quantitative and Qualitative Disclosures about Market Risk                                                                                             |  | 14  
|                                                                                                                                                              | 
|ITEM 4Controls and Procedures                                                                                                                                |  | 15  
|                                                                                                                                                              | 
|PART IIOTHER INFORMATION                                                                                                                                     |  |     
|                                                                                                                                                              | 
|ITEM 1Legal Proceedings                                                                                                                                      |  | 16  
|                                                                                                                                                              | 
|ITEM 6Exhibits and Reports on Form 8-K                                                                                                                       |  | 16  
|                                                                                                                                                              | 
|SIGNATURES                                                                                                                                                    |  | 17  
|                                                                                                                                                              | 
|EXHIBIT INDEX                                                                                                                                                 |  | 18  



2



---

##### Table of Contents

PART I



ITEM 1.    FINANCIAL STATEMENTS



ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



CONSOLIDATED BALANCE SHEETS



(in thousands except share data)

(Unaudited)



|                                                                                                                                                |  |               |         |   |                   |   |         |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ----------------- | - | ------- | -
|                                                                                                                                                |  | June 30, 2005 |         |   | December 31, 2004 |  
|ASSETS                                                                                                                                          |  |               |         |   |                   |   |         |  
|Current assets:                                                                                                                                 |  |               |         |   |                   |   |         |  
|Cash and equivalents                                                                                                                            |  | $             | 547     |   |                   | $ |        |  
|Accounts receivable, net                                                                                                                        |  |               | 37,654  |   |                   |   | 39,500  |  
|Inventories, net                                                                                                                                |  |               | 21,933  |   |                   |   | 20,343  |  
|Prepaid expenses and other assets                                                                                                               |  |               | 3,573   |   |                   |   | 2,463   |  
|Deferred income taxes                                                                                                                           |  |               | 3,078   |   |                   |   | 3,078   |  
|                                                                                                                                                |  |               |         |   |                   |   |         |  
|Total current assets                                                                                                                            |  |               | 66,785  |   |                   |   | 65,384  |  
|Property, plant and equipment, net                                                                                                              |  |               | 18,018  |   |                   |   | 19,008  |  
|Loans receivable from related parties                                                                                                           |  |               | 11,803  |   |                   |   | 11,475  |  
|Prepaid pension costs                                                                                                                           |  |               | 24,544  |   |                   |   | 24,504  |  
|Other assets                                                                                                                                    |  |               | 3,340   |   |                   |   | 5,061   |  
|Goodwill                                                                                                                                        |  |               | 18,995  |   |                   |   | 18,995  |  
|                                                                                                                                                |  |               |         |   |                   |   |         |  
|Total assets                                                                                                                                    |  | $             | 143,485 |   |                   | $ | 144,427 |  
|                                                                                                                                                |  |               |         |   |                   |   |         |  
|LIABILITIES AND COMMON STOCKHOLDERS DEFICIT                                                                                                    |  |               |         |   |                   |   |         |  
|Current liabilities:                                                                                                                            |  |               |         |   |                   |   |         |  
|Current portion of long-term debt                                                                                                               |  | $             | 16,235  |   |                   | $ | 1,575   |  
|Accounts payable                                                                                                                                |  |               | 37,026  |   |                   |   | 29,891  |  
|Accrued expenses                                                                                                                                |  |               | 10,148  |   |                   |   | 11,899  |  
|                                                                                                                                                |  |               |         |   |                   |   |         |  
|Total current liabilities                                                                                                                       |  |               | 63,409  |   |                   |   | 43,365  |  
|Long-term debt less current portion                                                                                                             |  |               | 83,404  |   |                   |   | 103,380 |  
|Other liabilities                                                                                                                               |  |               | 1,267   |   |                   |   | 1,397   |  
|Deferred income taxes                                                                                                                           |  |               | 4,934   |   |                   |   | 4,925   |  
|Mandatorily redeemable preferred stock units                                                                                                    |  |               | 15,834  |   |                   |   | 15,471  |  
|Mandatorily redeemable preferred stock                                                                                                          |  |               | 4,343   |   |                   |   | 4,243   |  
|                                                                                                                                                |  |               |         |   |                   |   |         |  
|Total liabilities                                                                                                                               |  |               | 173,191 |   |                   |   | 172,781 |  
|                                                                                                                                                |  |               |         |   |                   |   |         |  
|Common stockholders deficit:                                                                                                                   |  |               |         |   |                   |   |         |  
|Common stock, Class A par value $.01 per share; authorized 23,678 shares;6,408 issued and outstanding as of June 30, 2005 and December 31,
2004 |  |               |         |   |                   |   |         |  
|Retained deficit                                                                                                                                |  |               | (30,104 | ) |                   |   | (28,784 | )
|Accumulated other comprehensive income                                                                                                          |  |               | 398     |   |                   |   | 430     |  
|                                                                                                                                                |  |               |         |   |                   |   |         |  
|Total common stockholders deficit                                                                                                              |  |               | (29,706 | ) |                   |   | (28,354 | )
|                                                                                                                                                |  |               |         |   |                   |   |         |  
|Total liabilities and stockholders deficit                                                                                                     |  | $             | 143,485 |   |                   | $ | 144,427 |  
|                                                                                                                                                |  |               |         |   |                   |   |         |  



The accompanying notes
are an integral part of the condensed consolidated financial statements



3



---

##### Table of Contents

ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



CONSOLIDATED STATEMENTS OF OPERATIONS



(in thousands)

(Unaudited)



|                                             |  |                                   |        |   |                                     |   |         |      |  |   |        |   |  |   |        |  
|-------------------------------------------- |  | --------------------------------- | ------ | - | ----------------------------------- | - | ------- | ---- |  | - | ------ | - |  | - | ------ | -
|                                             |  | For the Six Months Ended June 30, |        |   | For the Three Months Ended June 30, |  
|                                             |  | 2005                              |        |   | 2004                                |   |         | 2005 |  |   | 2004   |  
|Net sales                                    |  | $                                 | 97,581 |   |                                     | $ | 103,224 |      |  | $ | 51,147 |   |  | $ | 50,828 |  
|Cost of sales                                |  |                                   | 77,860 |   |                                     |   | 84,993  |      |  |   | 40,440 |   |  |   | 41,896 |  
|                                             |  |                                   |        |   |                                     |   |         |      |  |   |        |   |  |   |        |  
|Gross profit                                 |  |                                   | 19,721 |   |                                     |   | 18,231  |      |  |   | 10,707 |   |  |   | 8,932  |  
|Selling, general and administrative expenses |  |                                   | 15,525 |   |                                     |   | 13,450  |      |  |   | 8,021  |   |  |   | 6,869  |  
|                                             |  |                                   |        |   |                                     |   |         |      |  |   |        |   |  |   |        |  
|Operating income                             |  |                                   | 4,196  |   |                                     |   | 4,781   |      |  |   | 2,686  |   |  |   | 2,063  |  
|Other expenses (income)                      |  |                                   |        |   |                                     |   |         |      |  |   |        |   |  |   |        |  
|Interest income                              |  |                                   | (357   | ) |                                     |   | (335    | )    |  |   | (187   | ) |  |   | (164   | )
|Interest expense                             |  |                                   | 6,182  |   |                                     |   | 5,806   |      |  |   | 3,093  |   |  |   | 2,920  |  
|                                             |  |                                   |        |   |                                     |   |         |      |  |   |        |   |  |   |        |  
|Loss before income taxes                     |  |                                   | (1,629 | ) |                                     |   | (690    | )    |  |   | (220   | ) |  |   | (693   | )
|(Benefit) provision for income taxes         |  |                                   | (309   | ) |                                     |   | (266    | )    |  |   | 120    |   |  |   | (267   | )
|                                             |  |                                   |        |   |                                     |   |         |      |  |   |        |   |  |   |        |  
|Net loss                                     |  | $                                 | (1,320 | ) |                                     | $ | (424    | )    |  | $ | (340   | ) |  | $ | (426   | )
|                                             |  |                                   |        |   |                                     |   |         |      |  |   |        |   |  |   |        |  



The accompanying notes
are an integral part of the condensed consolidated financial statements



4



---

##### Table of Contents

ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS DEFICIT



For the Six Months Ended June 30, 2005

(in thousands except share data)

(Unaudited)



|                                                             |  |              |   |                    |   |         |                                        |  |   |                             |   |  |   |         |  
|------------------------------------------------------------ |  | ------------ | - | ------------------ | - | ------- | -------------------------------------- |  | - | --------------------------- | - |  | - | ------- | -
|                                                             |  | Common Stock |   | Retained (Deficit) |   |         | Accumulated Other Comprehensive Income |  |   | Total Stockholders Deficit |  
|Balance as of December 31, 2004                              |  | $            |  |                    | $ | (28,784 | )                                      |  | $ | 430                         |   |  | $ | (28,354 | )
|Net loss for the six months ended June 30, 2005              |  |              |  |                    |   | (1,320  | )                                      |  |   |                            |   |  |   | (1,320  | )
|Foreign currency translation adjustments net of tax of $(19) |  |              |  |                    |   |        |                                        |  |   | (32                         | ) |  |   | (32     | )
|                                                             |  |              |   |                    |   |         |                                        |  |   |                             |   |  |   |         |  
|Balance as of June 30, 2005                                  |  | $            |  |                    | $ | (30,104 | )                                      |  | $ | 398                         |   |  | $ | (29,706 | )
|                                                             |  |              |   |                    |   |         |                                        |  |   |                             |   |  |   |         |  



The accompanying notes
are an integral part of the condensed consolidated financial statements



5



---

##### Table of Contents

ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



For the Six Months Ended June 30, 2005 and 2004

(in thousands)

(Unaudited)



|                                                    |  |      |        |   |      |   |        |  
|--------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                    |  | 2005 |        |   | 2004 |  
|Net cash provided by (used in) operating activities |  | $    | 6,240  |   |      | $ | (9,144 | )
|                                                    |  |      |        |   |      |   |        |  
|Cash flows from investing activities:               |  |      |        |   |      |   |        |  
|Proceeds from sale of assets                        |  |      |       |   |      |   | 4      |  
|Purchase of property, plant and equipment           |  |      | (345   | ) |      |   | (351   | )
|                                                    |  |      |        |   |      |   |        |  
|Net cash used by investing activities               |  |      | (345   | ) |      |   | (347   | )
|                                                    |  |      |        |   |      |   |        |  
|Cash flows from financing activities:               |  |      |        |   |      |   |        |  
|Borrowings on long-term debt                        |  |      |       |   |      |   | 7,882  |  
|Repayments of long-term debt                        |  |      | (5,316 | ) |      |   | (1,016 | )
|                                                    |  |      |        |   |      |   |        |  
|Net cash (used in) provided by financing activities |  |      | (5,316 | ) |      |   | 6,866  |  
|                                                    |  |      |        |   |      |   |        |  
|Effect of exchange rates on cash                    |  |      | (32    | ) |      |   | (46    | )
|                                                    |  |      |        |   |      |   |        |  
|Net increase (decrease) in cash                     |  |      | 547    |   |      |   | (2,671 | )
|                                                    |  |      |        |   |      |   |        |  
|Cash and cash equivalents at beginning of period    |  |      |       |   |      |   | 3,391  |  
|                                                    |  |      |        |   |      |   |        |  
|Cash and cash equivalents at end of period          |  | $    | 547    |   |      | $ | 720    |  
|                                                    |  |      |        |   |      |   |        |  



The accompanying notes
are an integral part of the condensed consolidated financial statements



6



---

##### Table of Contents

ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



1.    Report Preparation



The accompanying consolidated financial statements, which have not been
audited by an independent registered public accounting firm, were prepared in conformity with accounting principles generally accepted in the United States and such principles were applied on a basis consistent with the preparation of the audited
consolidated financial statements included in the Companys December 31, 2004 Form 10-K filed with the Securities and Exchange Commission. The financial information furnished includes all normal recurring accrual adjustments which are, in the
opinion of management, necessary for a fair statement of results for the interim period. Results for the first six months of 2005 are not necessarily indicative of the results to be expected for the full year. For further information refer to the
Companys consolidated financial statements included in the annual report on Form 10-K.



2.    Accounts receivable



Accounts receivable consist of:



|                                                                |  |                |        |                   |   |       
|--------------------------------------------------------------- |  | -------------- | ------ | ----------------- | - | ------
|                                                                |  | June 30, 2005  |        | December 31, 2004
|                                                                |  | (in thousands)
|Trade accounts                                                  |  | $              | 15,477 |                   | $ | 14,303
|                                                                |  |                |        |                   |   |       
|Construction contracts:                                         |  |                |        |                   |   |       
|Billed                                                          |  |                | 14,982 |                   |   | 16,422
|Costs and estimated earnings in excess of billings on Contracts |  |                | 948    |                   |   | 487   
|Retainage due upon completion of contracts                      |  |                | 6,305  |                   |   | 8,226 
|                                                                |  |                |        |                   |   |       
|                                                                |  |                | 22,235 |                   |   | 25,135
|                                                                |  |                |        |                   |   |       
|Trade accounts and construction contracts                       |  |                | 37,712 |                   |   | 39,438
|                                                                |  |                |        |                   |   |       
|Other receivables                                               |  |                | 681    |                   |   | 704   
|                                                                |  |                |        |                   |   |       
|                                                                |  |                | 38,393 |                   |   | 40,142
|Less allowance for doubtful accounts                            |  |                | 739    |                   |   | 642   
|                                                                |  |                |        |                   |   |       
|                                                                |  | $              | 37,654 |                   | $ | 39,500
|                                                                |  |                |        |                   |   |       



3.    Inventories



Inventories consist of:



|                                 |  |                |        |                   |   |       
|-------------------------------- |  | -------------- | ------ | ----------------- | - | ------
|                                 |  | June 30, 2005  |        | December 31, 2004
|                                 |  | (in thousands)
|Finished goods                   |  | $              | 12,201 |                   | $ | 12,354
|Work-in-process                  |  |                | 3,445  |                   |   | 2,605 
|Raw materials                    |  |                | 8,155  |                   |   | 7,139 
|                                 |  |                |        |                   |   |       
|                                 |  |                | 23,801 |                   |   | 22,098
|Less excess and obsolete reserve |  |                | 1,868  |                   |   | 1,755 
|                                 |  |                |        |                   |   |       
|                                 |  | $              | 21,933 |                   | $ | 20,343
|                                 |  |                |        |                   |   |       



7



---

##### Table of Contents

ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



4.    Comprehensive loss



Total comprehensive loss and its components, net of related tax are as follows:



|                             |  |                                   |        |   |                                     |   |      |      |  |   |      |   |  |   |      |  
|---------------------------- |  | --------------------------------- | ------ | - | ----------------------------------- | - | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                             |  | For the Six Months Ended June 30, |        |   | For the Three Months Ended June 30, |  
|                             |  | 2005                              |        |   | 2004                                |   |      | 2005 |  |   | 2004 |  
|                             |  | (in thousands)                    |       
|Net loss                     |  | $                                 | (1,320 | ) |                                     | $ | (424 | )    |  | $ | (340 | ) |  | $ | (426 | )
|Foreign currency translation |  |                                   | (32    | ) |                                     |   | (46  | )    |  |   | 13   |   |  |   | (16  | )
|                             |  |                                   |        |   |                                     |   |      |      |  |   |      |   |  |   |      |  
|                             |  | $                                 | (1,352 | ) |                                     | $ | (470 | )    |  | $ | (327 | ) |  | $ | (442 | )
|                             |  |                                   |        |   |                                     |   |      |      |  |   |      |   |  |   |      |  



The components of
accumulated other comprehensive income, net of related tax consists of foreign currency translation of $398,000 and $430,000 as of June 30, 2005 and December 31, 2004, respectively.



5.    Components of net periodic pension cost



|                                        |  |                  |        |   |                    |   |        |               |  |   |               |   |  |   |        |  
|--------------------------------------- |  | ---------------- | ------ | - | ------------------ | - | ------ | ------------- |  | - | ------------- | - |  | - | ------ | -
|                                        |  | Six Months Ended |        |   | Three Months Ended |  
|                                        |  | June 30, 2005    |        |   | June 30, 2004      |   |        | June 30, 2005 |  |   | June 30, 2004 |  
|                                        |  | (in thousands)   |       
|Service cost                            |  | $                | 435    |   |                    | $ | 1,799  |               |  | $ | 218           |   |  | $ | 1,125  |  
|Interest cost                           |  |                  | 716    |   |                    |   | 2,440  |               |  |   | 358           |   |  |   | 1,526  |  
|Expected return on assets               |  |                  | (1,439 | ) |                    |   | (5,305 | )             |  |   | (720          | ) |  |   | (3,318 | )
|Net amortization of prior service costs |  |                  | 76     |   |                    |   | (40    | )             |  |   | 38            |   |  |   | (25    | )
|Net amortization of prior gain          |  |                  | 172    |   |                    |   | 710    |               |  |   | 164           |   |  |   | 444    |  
|                                        |  |                  |        |   |                    |   |        |               |  |   |               |   |  |   |        |  
|Net periodic pension (benefit) cost     |  | $                | (40    | ) |                    | $ | (396   | )             |  | $ | 58            |   |  | $ | (248   | )
|                                        |  |                  |        |   |                    |   |        |               |  |   |               |   |  |   |        |  



8



---

##### Table of Contents

ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



6.    Segment information



The Company operates primarily in two industries, Manufactured Products and Engineering Services. In accordance with the
Companys method of internal reporting, corporate headquarters costs are not allocated to the individual segments. Information about the Company by industry is presented below for the six months and the three months ended June 30:



|                                                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|---------------------------------------------------------------------------- |  | ------------------------ | ------- | - | -------------------------- | - | ------- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                             |  | Six Months Ended June 30 |         |   | Three Months Ended June 30 |  
|                                                                             |  | 2005                     |         |   | 2004                       |   |         | 2005 |  |   | 2004   |  
|                                                                             |  | (in thousands)           |        
|Net sales to external customers:                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Manufactured Products                                                        |  | $                        | 61,844  |   |                            | $ | 52,537  |      |  | $ | 33,320 |   |  | $ | 27,843 |  
|Engineering Services                                                         |  |                          | 35,737  |   |                            |   | 50,687  |      |  |   | 17,827 |   |  |   | 22,985 |  
|                                                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Total net sales to external customers                                        |  | $                        | 97,581  |   |                            | $ | 103,224 |      |  | $ | 51,147 |   |  | $ | 50,828 |  
|                                                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Net sales to internal customers:                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Manufactured Products                                                        |  | $                        | 3,327   |   |                            | $ | 4,146   |      |  | $ | 1,848  |   |  | $ | 2,159  |  
|Engineering Services                                                         |  |                          | 562     |   |                            |   | 165     |      |  |   | (77    | ) |  |   | 116    |  
|                                                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Total net sales to internal customers                                        |  | $                        | 3,889   |   |                            | $ | 4,311   |      |  | $ | 1,771  |   |  | $ | 2,275  |  
|                                                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Total net sales                                                              |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Manufactured Products                                                        |  | $                        | 65,171  |   |                            | $ | 56,683  |      |  | $ | 35,168 |   |  | $ | 30,002 |  
|Engineering Services                                                         |  |                          | 36,299  |   |                            |   | 50,852  |      |  |   | 17,750 |   |  |   | 23,101 |  
|                                                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Total net sales                                                              |  |                          | 101,470 |   |                            |   | 107,535 |      |  |   | 52,918 |   |  |   | 53,103 |  
|Elimination of net sales to internal customers                               |  |                          | 3,889   |   |                            |   | 4,311   |      |  |   | 1,771  |   |  |   | 2,275  |  
|                                                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Total consolidated net sales                                                 |  | $                        | 97,581  |   |                            | $ | 103,224 |      |  | $ | 51,147 |   |  | $ | 50,828 |  
|                                                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Earnings (loss) before corporate expenses, interest, taxes and income taxes: |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Manufactured Products                                                        |  | $                        | 8,633   |   |                            | $ | 7,667   |      |  | $ | 4,734  |   |  | $ | 3,942  |  
|Engineering Services                                                         |  |                          | (850    | ) |                            |   | 308     |      |  |   | (114   | ) |  |   | (260   | )
|                                                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Total segment earnings                                                       |  |                          | 7,783   |   |                            |   | 7,975   |      |  |   | 4,620  |   |  |   | 3,682  |  
|Corporate expenses                                                           |  |                          | (3,587  | ) |                            |   | (3,194  | )    |  |   | (1,934 | ) |  |   | (1,619 | )
|Interest income                                                              |  |                          | 357     |   |                            |   | 335     |      |  |   | 187    |   |  |   | 164    |  
|Interest expense                                                             |  |                          | (6,182  | ) |                            |   | (5,806  | )    |  |   | (3,093 | ) |  |   | (2,920 | )
|                                                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  
|Consolidated loss before income taxes                                        |  | $                        | (1,629  | ) |                            | $ | (690    | )    |  | $ | (220   | ) |  | $ | (693   | )
|                                                                             |  |                          |         |   |                            |   |         |      |  |   |        |   |  |   |        |  



9



---

##### Table of Contents

ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



7.    Subsidiary guarantors



The Companys payment obligations under the Senior Notes are fully and unconditionally guaranteed on a joint and
several basis (collectively, Subsidiary Guarantees) by Tabor Machine Company, Norris Screen and Manufacturing, Inc., TranService, Inc., Mining Controls, Inc., Clinch River Corporation, Centrifugal Services, Inc., Roberts & Schaefer
Company, Soros Associates, Inc., Vanco International, Inc., Leland Powell Fasteners, Inc. and Best Metal Finishing, Inc. (the Guarantors) each a direct, wholly-owned subsidiary of the Company. The following summarized combined financial
data illustrates the composition of the combined Guarantors.



|                    |  |                |        |                     |   |                           |  |   |                    |   |  |   |        
|------------------- |  | -------------- | ------ | ------------------- | - | ------------------------- |  | - | ------------------ | - |  | - | -------
|                    |  | June 30, 2005 
|                    |  | Parent         |        | Combined Guarantors |   | Consolidating Adjustments |  |   | Consolidated Total
|                    |  | (in thousands)
|Current assets      |  | $              | 14,770 |                     | $ | 52,015                    |  |   |                   |   |  | $ | 66,785 
|Noncurrent assets   |  |                | 43,783 |                     |   | 49,639                    |  | $ | (16,722            | ) |  |   | 76,700 
|                    |  |                |        |                     |   |                           |  |   |                    |   |  |   |        
|Total assets        |  | $              | 58,553 |                     | $ | 101,654                   |  | $ | (16,722            | ) |  | $ | 143,485
|                    |  |                |        |                     |   |                           |  |   |                    |   |  |   |        
|Current liabilities |  | $              | 21,841 |                     | $ | 41,568                    |  |   |                   |   |  | $ | 63,409 
|Total liabilities   |  | $              | 85,626 |                     | $ | 87,565                    |  |   |                   |   |  | $ | 173,191



|                    |  |                   |        |                     |   |                           |  |   |                    |   |  |   |        
|------------------- |  | ----------------- | ------ | ------------------- | - | ------------------------- |  | - | ------------------ | - |  | - | -------
|                    |  | December 31, 2004
|                    |  | Parent            |        | Combined Guarantors |   | Consolidating Adjustments |  |   | Consolidated Total
|                    |  | (in thousands)   
|Current assets      |  | $                 | 12,642 |                     | $ | 52,742                    |  |   |                   |   |  | $ | 65,384 
|Noncurrent assets   |  |                   | 52,745 |                     |   | 41,545                    |  | $ | (15,247            | ) |  |   | 79,043 
|                    |  |                   |        |                     |   |                           |  |   |                    |   |  |   |        
|Total assets        |  | $                 | 65,387 |                     | $ | 94,287                    |  | $ | (15,247            | ) |  | $ | 144,427
|                    |  |                   |        |                     |   |                           |  |   |                    |   |  |   |        
|Current liabilities |  | $                 | 7,942  |                     | $ | 35,423                    |  |   |                   |   |  | $ | 43,365 
|Total liabilities   |  | $                 | 91,309 |                     | $ | 81,472                    |  |   |                   |   |  | $ | 172,781



|                                      |  |                                |        |   |                     |   |        |                           |  |   |                    |   |  |   |        |  
|------------------------------------- |  | ------------------------------ | ------ | - | ------------------- | - | ------ | ------------------------- |  | - | ------------------ | - |  | - | ------ | -
|                                      |  | Six months ended June 30, 2005 |       
|                                      |  | Parent                         |        |   | Combined Guarantors |   |        | Consolidating Adjustments |  |   | Consolidated Total |  
|                                      |  | (in thousands)                 |       
|Sales, net                            |  | $                              | 18,627 |   |                     | $ | 80,893 |                           |  | $ | (1,939             | ) |  | $ | 97,581 |  
|Gross profit                          |  |                                | 6,162  |   |                     |   | 13,559 |                           |  |   |                   |   |  |   | 19,721 |  
|(Loss) income before income tax       |  |                                | (1,629 | ) |                     |   | 3,921  |                           |  |   | (3,921             | ) |  |   | (1,629 | )
|Net (loss) income                     |  |                                | (1,320 | ) |                     |   | 2,109  |                           |  |   | (2,109             | ) |  |   | (1,320 | )
|Cash provided by operating activities |  |                                | 5,782  |   |                     |   | 458    |                           |  |   |                   |   |  |   | 6,240  |  
|Cash used in investing activities     |  |                                | (54    | ) |                     |   | (291   | )                         |  |   |                   |   |  |   | (345   | )
|Cash used in financing activities     |  |                                | (5,300 | ) |                     |   | (16    | )                         |  |   |                   |   |  |   | (5,316 | )
|Effect of exchange rate on cash       |  |                                |       |   |                     |   | (32    | )                         |  |   |                   |   |  |   | (32    | )



|                                                |  |                                |         |   |                     |   |        |                           |  |   |                    |   |  |   |         |  
|----------------------------------------------- |  | ------------------------------ | ------- | - | ------------------- | - | ------ | ------------------------- |  | - | ------------------ | - |  | - | ------- | -
|                                                |  | Six months ended June 30, 2004 |        
|                                                |  | Parent                         |         |   | Combined Guarantors |   |        | Consolidating Adjustments |  |   | Consolidated Total |  
|                                                |  | (in thousands)                 |        
|Sales, net                                      |  | $                              | 17,425  |   |                     | $ | 86,987 |                           |  | $ | (1,188             | ) |  | $ | 103,224 |  
|Gross profit                                    |  |                                | 6,485   |   |                     |   | 11,746 |                           |  |   |                   |   |  |   | 18,231  |  
|(Loss) income before income tax                 |  |                                | (690    | ) |                     |   | 3,962  |                           |  |   | (3,962             | ) |  |   | (690    | )
|Net (loss) income                               |  |                                | (424    | ) |                     |   | 2,275  |                           |  |   | (2,275             | ) |  |   | (424    | )
|Cash (used in) provided by operating activities |  |                                | (10,374 | ) |                     |   | 1,230  |                           |  |   |                   |   |  |   | (9,144  | )
|Cash used in investing activities               |  |                                | (69     | ) |                     |   | (278   | )                         |  |   |                   |   |  |   | (347    | )
|Cash provided by (used in) financing activities |  |                                | 6,882   |   |                     |   | (16    | )                         |  |   |                   |   |  |   | 6,866   |  
|Effect of exchange rate on cash                 |  |                                |        |   |                     |   | (46    | )                         |  |   |                   |   |  |   | (46     | )



10



---

##### Table of Contents

ELGIN NATIONAL INDUSTRIES, INC. AND SUBSIDIARY COMPANIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



|                                |  |                                  |       |   |                     |   |                           |  |   |                    |   |  |   |        |  
|------------------------------- |  | -------------------------------- | ----- | - | ------------------- | - | ------------------------- |  | - | ------------------ | - |  | - | ------ | -
|                                |  | Three months ended June 30, 2005 |      
|                                |  | Parent                           |       |   | Combined Guarantors |   | Consolidating Adjustments |  |   | Consolidated Total |  
|                                |  | (in thousands)                   |      
|Sales, net                      |  | $                                | 9,735 |   |                     | $ | 42,580                    |  | $ | (1,168             | ) |  | $ | 51,147 |  
|Gross profit                    |  |                                  | 3,288 |   |                     |   | 7,419                     |  |   |                   |   |  |   | 10,707 |  
|(Loss) income before income tax |  |                                  | (220  | ) |                     |   | 2,471                     |  |   | (2,471             | ) |  |   | (220   | )
|Net (loss) income               |  |                                  | (340  | ) |                     |   | 1,340                     |  |   | (1,340             | ) |  |   | (340   | )



|                                |  |                                  |       |   |                     |   |                           |  |   |                    |   |  |   |        |  
|------------------------------- |  | -------------------------------- | ----- | - | ------------------- | - | ------------------------- |  | - | ------------------ | - |  | - | ------ | -
|                                |  | Three months ended June 30, 2004 |      
|                                |  | Parent                           |       |   | Combined Guarantors |   | Consolidating Adjustments |  |   | Consolidated Total |  
|                                |  | (in thousands)                   |      
|Sales, net                      |  | $                                | 9,196 |   |                     | $ | 42,301                    |  | $ | (669               | ) |  | $ | 50,828 |  
|Gross profit                    |  |                                  | 3,377 |   |                     |   | 5,555                     |  |   |                   |   |  |   | 8,932  |  
|(Loss) income before income tax |  |                                  | (693  | ) |                     |   | 1,620                     |  |   | (1,620             | ) |  |   | (693   | )
|Net (loss) income               |  |                                  | (426  | ) |                     |   | 907                       |  |   | (907               | ) |  |   | (426   | )



The direct and
non-direct, non-guarantor subsidiaries, in terms of assets, equity, income, and cash flows, on an individual and combined basis are inconsequential.



Separate financial statements of the Guarantors are not presented because management has determined that these would not be material to investors.



8.    Contingencies



The Company has claims against others, and there are claims by others
against it, in a variety of matters arising out of the conduct of the Companys business. The ultimate resolution of all such claims would not, in the opinion of management, have a material effect on the Companys financial position, cash
flows or results of operations.



9.    Reclassification



Certain amounts in the 2004 financial statements have
been reclassified to conform to the 2005 presentation.



11



---

##### Table of Contents

ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Results of Operations



Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004



Net Sales: Net sales for the quarter ended June 30, 2005 increased $0.3 million, or 0.6%, to $51.1 million from $50.8
million for the corresponding period in 2004. The Engineering Services Segments sales decreased $5.2 million or 22.4% to $17.8 million for the quarter ended June 30, 2005 from $23.0 million for the quarter ended June 30, 2004. For the quarter
ended June 30, 2005 the Company had six larger projects with sales in excess of $1.0 million, totalling $10.4 million in sales, compared to three such projects totalling $14.5 million in sales for the quarter ended June 30, 2004. The Manufactured
Products Segments sales increased $5.5 million, or 19.7%, primarily due to increased sales of centrifuges, steel fabrication, high voltage equipment and screen cloths.



Gross Profit: Gross profit for the quarter ended June 30, 2005 increased $1.8 million, or 19.9%, to $10.7 million
from $8.9 million for the corresponding period in 2004. As a percentage of net sales, the gross profit increased to 20.9% for the quarter ended June 30, 2005 from 17.6% for the corresponding period in 2004. In 2004 the Engineering Services Segment
had a reduction in margin on a project in Australia due to higher than anticipated construction costs. In 2005 the Companys overall margin also increased due to higher sales within the Manufactured Products Segment, which earns higher margins
than the Engineering Services.



Selling, General and
Administrative Expenses: Selling, general and administrative expenses of the Company for the quarter ended June 30, 2005 of $8.0 million were $1.1 million, or 16.8%, higher than the selling and administrative expenses of $6.9 million for the
corresponding period in 2004. As a percentage of net sales, selling, general and administrative expenses increased from 13.5% for the quarter ended June 30, 2004 to 15.7% for the quarter ended June 30, 2005. The increased costs from 2004 was mainly
due to higher payroll related expenses, proposal costs, and professional fees.



Interest Income:Interest income of the Company for the quarter ended June 30, 2005 of $0.2 million approximated the corresponding period ended June 30, 2004.



Interest Expense:Interest expense of the Company for the quarter
ended June 30, 2005 of $3.1 million increased $0.2 million or 5.9% from $2.9 million for the corresponding period in 2004. This increase was due to higher interest recorded on the Companys variable rate loans.



(Benefit) Provision for Income Taxes: Provision for income taxes of
the Company for the quarter ended June 30, 2005 of $0.1 million compared to a benefit of $0.3 million recorded for the quarter ended June 30, 2004. The increased expense of $0.4 million was due to the smaller loss before income taxes for the quarter
ended June 30, 2005.



Net Loss: The net loss for
the Company for the quarter ended June 30, 2005 of $0.3 million decreased $0.1 million from $0.4 million for the quarter ended June 30, 2004 for the reasons discussed above.



Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004



Net Sales: Net sales for the six months ended June 30, 2005 decreased
$5.6 million, or 5.5%, to $97.6 million from $103.2 million for the corresponding period in 2004. The Engineering Services Segments sales decreased $14.9 million, or 29.5% from $50.7 million for the six months ended June 30, 2004 to $35.8
million for the six months ended June 30, 2005, due to the timing and size of projects. For the six months ended June 30, 2005 the Company had nine projects with sales over $1.0 million, totalling $24.3 million in sales, compared to



12



---

##### Table of Contents

seven such projects totalling $41.0 million in sales for the six months ended June 30, 2004. The Manufactured Products Segments sales increased $9.3
million from $52.5 million for the six months ended June 30, 2004 to $61.8 million for the six months ended June 30, 2005, with increased sales of fasteners, centrifugal dryers, steel fabrication, screen parts, and high voltage equipment.



Gross Profit: Gross profit for the six months ended
June 30, 2005 increased $1.5 million, or 8.2%, to $19.7 million from $18.2 million for the corresponding period in 2004. The increase resulted from the higher margin earned as a percentage of net sales. As a percentage of net sales, the gross profit
increased to 20.2% for the six months ended June 30, 2005 from 17.7% for the corresponding period in 2004. The Engineering Services Segment had a gross profit margin as a percentage of net sales of 6.6% for the six months ended June 2005 compared to
5.2% for 2004. During the six months ended June 2004 the Engineering Services Segment had reduced the margin on a project in Australia due to higher than anticipated construction costs. In 2005 the Engineering Services Segment had also reduced the
margin on a larger aggregate project, however the impact of this reduction was offset by profit that was recognized on the close-out of a project in Poland. The Manufactured Products Segments gross profit margin increased $1.8 million to $17.4
million for 2005 from $15.6 million for 2004 due to the higher sales level. However the Manufactured Segments gross profit as a percentage of net sales of 28.1% in 2005 decreased 1.6% compared to 29.7% for the six months ended June 30, 2004.
This decreased margin as a percentage of net sales was mainly due to the decreased margins on fastener and steel fabrication sales, partially offset with an increased margin earned on screen and screen parts sales.



Selling, General and Administrative Expenses: Selling, general and
administrative expenses of the Company for the six months ended June 30, 2005 of $15.5 million were $2.1 million, or 15.4% higher than the selling, general and administrative expenses for the corresponding period in 2004 mainly due to higher payroll
related expenses, proposal costs, and professional fees.



Interest Income: Interest income of the Company of $0.4 million for the six months ended June 30, 2005 approximated the corresponding period in 2004.



Interest Expense:Interest expense of the Company for the six months ended June 30, 2005 of $6.2 million was $0.4
million or 6.5% higher than the interest expense of $5.8 million for the corresponding period in 2004. This increase was due to higher interest expense recorded on the Companys variable rate debt.



(Benefit) Provision for Income Taxes: Benefit for income taxes of the
Company for the six months ended June 30, 2005 of $0.3 million approximated the 2004 level.



Net Loss: The net loss for the Company for the six months ended June 30, 2005 increased to $1.3 million compared to $0.4 million for the six months ended June 30, 2004 for the reasons discussed above.



Liquidity and Capital Resources



Net cash provided by operating activities for the six months ended June 30,
2005 of $6.2 million was generated from net loss adjusted for non-cash charges, increased accounts payable, preferred stock, and preferred stock units and decreased accounts receivable, partially offset with cash used by increased inventory levels
and decreased accrued expenses. Included in non-cash charges for the six months ended June 30, 2005 was depreciation of $1.3 million and other non-cash charges of $0.4 million. Cash flows from operations for any specific period are often materially
affected by the timing and amounts of cash receipts and cash disbursements related to engineering services projects.



Cash used in investing activities for the six months ended June 30, 2005 of $0.3 million consisted of capital expenditures resulting from the
Companys regular practice of upgrading and maintaining its equipment base and facilities.



13



---

##### Table of Contents

Cash used by financing activities for the six months ended June 30, 2005 of $5.3 million consisted of
repayment of $0.9 million on the Companys term loans and $4.4 million on the Companys revolver loan.



The Companys liquidity requirements, both long term (over one year) and short term, are primarily for working capital, capital expenditures and debt
service. The primary source for meeting these needs has been funds provided by operations and funds available under the Loan and Security Agreement. The Company monitors its liquidity position on a regular basis, and is working with their
lenders to insure that our credit availability is maximized. The Company anticipates with improved operating results that funds provided by future operations and available credit will be sufficient to meet its anticipated debt service requirements,
working capital needs and capital expenditures. However, if the Company has lower than expected earnings, or there are material delays in collections within our accounts receivable, the Companys liquidity could be impaired.



Backlog



The Companys backlog consists primarily of that portion of engineering services contracts that have been awarded but
not performed and also includes open manufacturing orders. Backlog at June 30, 2005 was $177.8 million. Approximately $27.0 million relates to the Manufactured Products Segment, with the remainder of $150.8 million relating to the Engineering
Services Segment. Included in the Engineering Services backlog for June 30, 2005 is $36.4 for a coal handling processing plant upgrade, $18.8 million for a material handling system at a power plant, $15.2 million for two turnkey projects for
limestone and gypsum handling facilities, $14.3 for a coal handling processing plant upgrade, and $14.3 million for an overland conveyor expansion. A substantial majority of current backlog is expected to be realized in the next twelve months.



Safe Harbor



Statements herein regarding the Companys ability to meet its liquidity
requirements, and the Companys expected realization of current backlog constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Act of 1934. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those projected. Further, statements herein regarding the Companys performance in future periods are subject to risks relating to, deterioration of relationships with, or
the loss of material customers or suppliers, possible product liability claims, decreases in demand for the Companys products, adverse changes in general market and industry conditions and any resulting inability to comply with the financial
covenants imposed by the Companys credit agreement. Management believes these forward-looking statements are reasonable; however, undue reliance should not be placed on such forward-looking statements, which are based on current expectations.



ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company continues to use its United States reputation to generate sales in international markets. In the six months ended June 30, 2005 approximately
19% of the Companys net sales were attributable to services provided or products sold for use outside the United States, primarily to Australia and Indonesia. A portion of these net sales and cost of sales is derived from international
operations which are conducted in foreign currencies. Changes in the value of these foreign currencies relative to the U.S. dollar could adversely affect the Companys business, financial condition, results of operation and debt service
capability. Sales from the Australia office of Roberts & Schaefer are usually denominated in Australian dollars. The majority of the Companys foreign sales and costs originated outside the Australia office of Roberts & Schaefer are
denominated in U.S. dollars. With respect to transactions denominated in foreign currencies, when possible the Company attempts to mitigate foreign exchange risk by contractually shifting the burden of the risk of currency fluctuations to the other
party to the transactions. It has been the Companys historic practice to conduct international sales in accordance with the foregoing. There can be no assurance that the Companys strategies will ensure that the Company will be fully
protected from foreign exchange risk. Foreign sales, particularly construction management projects undertaken at foreign locations, are subject to various risks, including exposure to currency



14



---

##### Table of Contents

fluctuations, political, religious and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade barriers, and
changes in governmental policies. There can be no assurance that the Companys foreign operations, or expansion thereof, would not have a material adverse effect on the Companys business, financial condition, results of operations and
debt service capability.



ITEM 4.    CONTROLS AND PROCEDURES



Elgin National Industries Inc. management, including the Chief Executive Officer and the Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14 as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that
all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in other factors that could significantly affect internal
controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evalution.



15



---

##### Table of Contents

PART II



ITEM 1.    LEGAL PROCEEDINGS



The Company and its subsidiaries are involved in legal proceedings from time to time in the ordinary course of its business. As of the date of this filing, neither the Company nor any of its subsidiaries are a party
to any lawsuit or proceeding which, individually or in the aggregate, in the opinion of management, is reasonably likely to have a material adverse effect on the financial condition, results of operation or cash flow of the Company.



ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS



None



ITEM 3.    DEFAULTS UPON SENIOR SECURITIES



None



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None



ITEM 5.    OTHER INFORMATION



None



ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K



None



16



---

##### Table of Contents

SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



ELGIN NATIONAL INDUSTRIES, INC.By

/s/    WAYNE J.
CONNERName:

Wayne J. ConnerTitle:

Vice President, Treasurer, andChief Financial Officer (Duly Authorized Officer and PrincipalFinancial Officer)




Dated: August 5, 2005



17



---

##### Table of Contents

INDEX TO EXHIBITS



|              |  |                                                                                                                                                                                                                                                                                                                           |  |                    |  
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -
|ExhibitNumber |  | Document Description                                                                                                                                                                                                                                                                                                      |  | Footnote Reference |  
|3.1           |  | Certificate of Incorporation of Elgin National Industries, Inc.                                                                                                                                                                                                                                                           |  | (3                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|3.2           |  | Bylaws of Elgin National Industries, Inc.                                                                                                                                                                                                                                                                                 |  | (3                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|4.1           |  | Indenture dated November 5, 1997, between Elgin National Industries, Inc., subsidiaries and Norwest Bank Minnesota, as Trustee.                                                                                                                                                                                           |  | (2                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|4.2           |  | Form of 11% Senior Note due 2007 (included in Exhibit 4.1).                                                                                                                                                                                                                                                               |  | (2                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|4.3           |  | Registration Rights Agreement dated November 5, 1997, by and among Elgin National Industries, Inc., certain of its subsidiaries, and BancAmerica Robertson Stephens and CIBC Wood Gundy
Securities Corp.                                                                                                                  |  | (3                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|4.4           |  | Form of Subsidiary Guaranty (included in Exhibit 4.1).                                                                                                                                                                                                                                                                    |  | (2                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10.1          |  | Credit Agreement dated as of September 24, 1993, as Amended and Restated as of November 5, 1997, by and among Elgin National Industries, Inc., various financial institutions, and Bank of
America National Trust and Savings Association, individually and as agent.                                                     |  | (2                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10.2          |  | Employment and Non-Competition Agreement dated as of November 5, 1997, between Elgin National Industries, Inc. and Fred C. Schulte.*                                                                                                                                                                                      |  | (2                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10.3          |  | Employment and Non-Competition Agreement dated as of November 5, 1997, between Elgin National Industries, Inc. and Charles D. Hall.*                                                                                                                                                                                      |  | (2                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10.4          |  | Employment and Non-Competition Agreement dated as of November 5, 1997, between Elgin National Industries, Inc. and Wayne J. Conner.*                                                                                                                                                                                      |  | (2                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10.5          |  | The Elgin National Industries, Inc. Supplemental Retirement Plan dated as of 1995, and effective January 1, 1995.*                                                                                                                                                                                                        |  | (3                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-6          |  | Credit Agreement dated as of September 24, 1993, as Amended and Restated as of January 18, 2001, by and among Elgin National Industries, Inc., various financial institutions, and PNC
Bank, National Association, individually and as agent.                                                                             |  | (4                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-7          |  | First Amendment to Credit Agreement dated as of September 24, 1993, as Amended and Restated as of January 18, 2001, and further amended as of March 1, 2001 by and among Elgin National
Industries, Inc., various financial institutions, and PNC Bank, National Association, individually and as agent.                  |  | (4                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-8          |  | Second Amended to Credit Agreement dated as of September 24, 1993, as Amended and Restated as of January 18, 2001, and further amended as of June 28, 2001 by and among Elgin National
Industries, Inc., various financial institutions, and PNC Bank, National Association, individually and as agent.                   |  | (4                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-9          |  | Third Amendment to Credit Agreement dated as of September 24, 1993, as Amended and Restated as of January 18, 2001, and further amended as of March 31, 2002 by and among Elgin National
Industries, Inc., various financial institutions, and PNC Bank, National Association, individually and as agent.                 |  | (5                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-10         |  | Waiver and Fourth Amendment to Credit Agreement dated as of September 24, 1993, as Amended and Restated as of January 18, 2001, and further amended as of September 30, 2002 by and among Elgin
National Industries, Inc., various financial institutions, and PNC Bank, National Association, individually and as agent. |  | (6                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-11         |  | Loan and Security Agreement, dated February 10, 2003 by and among Elgin National Industries, Inc. and each of its subsidiaries and Foothill Capital Corporation, as lender, Arranger and
administrative agent and Ableco Finance LLC, as lender.                                                                          |  | (7                 | )
|              |  |                                                                                                                                                                                                                                                                                                                          
|10-12         |  | Amendment to Employment and Non-Competition Agreement dated as of January 29, 2003, between Elgin National Industries, Inc. and Charles D. Hall.                                                                                                                                                                          |  | (8                 | )



18



---

##### Table of Contents

|              |  |                                                                                                                                                                                                                                                                     |  |                    |  
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -
|ExhibitNumber |  | Document Description                                                                                                                                                                                                                                                |  | Footnote Reference |  
|              |  |                                                                                                                                                                                                                                                                    
|10-13         |  | Amendment to Employment and Non-Competition Agreement dated as of January 29, 2003, between Elgin National Industries, Inc. and Fred C. Schulte.                                                                                                                    |  | (8                 | )
|              |  |                                                                                                                                                                                                                                                                    
|10-14         |  | Amendment to Employment and Non-Competition Agreement dated as of January 29, 2003, between Elgin National Industries, Inc. and Wayne J. Conner.                                                                                                                    |  | (8                 | )
|              |  |                                                                                                                                                                                                                                                                    
|10-15         |  | First Amendment to Loan and Security Agreement, dated February 19, 2004 by and among Elgin National Industries, Inc. and each of its subsidiaries and Foothill Capital Corporation, as lender,
arranger and administrative agent and Ableco Finance LLC, as lender. |  | (9                 | )
|              |  |                                                                                                                                                                                                                                                                    
|10-16         |  | Second Amendment to Loan and Security Agreement, dated June 30, 2004 by and among Elgin National Industries, Inc. and each of its subsidiaries and Foothill Capital Corporation, as lender,
arranger and administrative agent and Ableco Finance LLC, as lender.    |  | (10                | )
|              |  |                                                                                                                                                                                                                                                                    
|10-17         |  | Waiver, Consent and Agreement, dated March 31, 2005 by and among Elgin National Industries, Inc. and each of its subsidiaries and Foothill Capital Corporation, as lender, arranger and
administrative agent and Ableco Finance LLC, as lender.                     |  | (11                | )
|              |  |                                                                                                                                                                                                                                                                    
|10-18         |  | Extension Letter, dated April 15, 2005 by and among Elgin National Industries, Inc. and each of its subsidiaries and Foothill Capital Corporation, as lender, arranger and administrative agent
and Ableco Finance LLC, as lender.                                  |  | (11                | )
|              |  |                                                                                                                                                                                                                                                                    
|21            |  | Subsidiaries of Elgin National Industries, Inc.                                                                                                                                                                                                                     |  | (2                 | )
|              |  |                                                                                                                                                                                                                                                                    
|31.1          |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                             |  | (1                 | )
|              |  |                                                                                                                                                                                                                                                                    
|31.2          |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                             |  | (1                 | )
|              |  |                                                                                                                                                                                                                                                                    
|32.1          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                              |  | (1                 | )
|              |  |                                                                                                                                                                                                                                                                    
|32.2          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                              |  | (1                 | )

---

|(1) | Filed within
|--- | ------------

|(2) | Incorporated by reference to Pre-Effective Form S-4 Registration Statement of the Company (File No. 333-43523) filed with the Commission on December 30, 1997.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-4 Registration Statement of the Company (File No. 333-43523) filed with the Commission on January 23, 1998.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Form 10-Q of the Company (File No. 001-03771) filed with the Commission on August 10, 2001.
|--- | ------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Form 10-Q of the Company (File No. 001-05771) filed with the Commission on May 15, 2002.
|--- | ---------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to Form 10-Q of the Company (File No. 001-05771) filed with the Commission on November 12, 2002.
|--- | --------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to Form 8-K of the Company (File No. 001-05771) filed with the Commission on February 19, 2003.
|--- | -------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to Form 10-K of the Company (File No. 001-05771) filed with the Comission on March 27, 2003.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to Form 10-K of the Company (File No. 001-05771) filed with the Comission on March 27, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference to Form 10-Q of the Company (File No. 001-05771) filed with the Commission on August 13, 2004.
|---- | ------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference to Form 10-Q of the Company (File No. 001-05771) filed with the Commission on May 13, 2005
|---- | --------------------------------------------------------------------------------------------------------------------

|* | Management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------



19