|  |
|--|
|  |
|  |
|  |
|  |

UNITEDSTATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

|  |
|--|
|  |  |  |  |
|  |

Form10-Q

(Mark one)

|  |        |                                                                                        |
|--|--------|----------------------------------------------------------------------------------------|
|  |   | Quarterly Report Pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934 |

|  |        |                                             |
|--|--------|---------------------------------------------|
|  |   | For the quarterly period ended June25, 2005 |

OR

|  |        |                                                                                        |
|--|--------|----------------------------------------------------------------------------------------|
|  |   | Transition reportpursuant to Section 13 or 15(d) of the Securities Exchange Act of1934 |

|  |        |                                                                                                                                                                                                                                   |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |   | For the transition periodfrom                  to                 |

Commission FileNumber 333-118086

AMES TRUE TEMPER, INC.

(Exact name of registrant as specified in itscharter)

|                                                                                        |  |                                                  |  |  |  |  |
|----------------------------------------------------------------------------------------|--|--------------------------------------------------|--|--|--|--|
| **Delaware**(Stateor other jurisdiction ofincorporation ororganization)                |  | **22-2335400**(I.R.S. EmployerIdentificationNo.) |
|                                                                                   |  |
| **465Railroad Avenue, Camp Hill, Pennsylvania**(Address ofprincipal executive offices) |  | **17011**(ZipCode)                               |
|                                                                                        |

(717) 737-1500

(Registrant's telephone number, including areacode)

NOT APPLICABLE

(Formername, former address and former fiscal year, if changed since lastreport)

Indicate by check mark whether theregistrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such a period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.

Yes      No    

Indicate by check mark whether the Registrant is anaccelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes      No    

As of August 8, 2005, the Registrant had 1,000shares of its common stock, $1.00 par value, outstanding.

|  |
|--|
|  |
|  |
|  |
|  |

----

ATT HOLDINGCO.

INDEX

|                                                                     |  |                                                                                                                                                                     |        |         |        |        |  |  |  |  |
|---------------------------------------------------------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|--------|--|--|--|--|
|                                                                |  |                                                                                                                                                                |        | PageNo. |
| **Part I.     FinancialInformation**            |  |                                                                                                                                                                |   |    |
| Item1.                                                              |  | FinancialStatements                                                                                                                                                 |        |    |   |   |
|                                                                |  | Condensed ConsolidatedBalance Sheets of ATT Holding Co. as of June 25, 2005 (unaudited) andas of September 25,2004                                                  |        |    | 1      |   |
|                                                                |  | Condensed ConsolidatedStatements of Operations of ATT Holding Co. for the thirteen weekperiods ended June 25, 2005 and June 27, 2004 (Predecessor) –unaudited |        |    | 2      |   |
|                                                                |  | Condensed ConsolidatedStatements of Operations of ATT Holding Co. for the thirty-nine weekperiods ended June 25, 2005 (unaudited) and June 27, 2004(Predecessor)    |        |    | 3      |   |
|                                                                |  | CondensedConsolidated Statements of Cash Flows of ATT Holding Co. for thethirty-nine weeks ended June 25, 2005 (unaudited) and June 27, 2004(Predecessor)           |        |    | 4      |   |
|                                                                |  | Notes toConsolidated Condensed Financial Statements –unaudited                                                                                                |        |    | 5      |   |
| Item2.                                                              |  | Management's Discussion and Analysis of FinancialCondition and Results ofOperations                                                                                 |        |    | 13     |   |
| Item 3.                                                             |  | Quantitativeand Qualitative Disclosures About MarketRisk                                                                                                            |        |    | 19     |   |
| Item 4.                                                             |  | Controls andProcedures                                                                                                                                              |        |    | 20     |   |
| **Part II.     OtherInformation and Signature** |  |                                                                                                                                                                |   |    |
| Item1.                                                              |  | Legal Proceedings                                                                                                                                                   |        |    | 20     |   |
| Item2.                                                              |  | Unregistered Sales of Equity Securities and Use ofProceeds                                                                                                          |        |    | 20     |   |
| Item 3.                                                             |  | Defaults UponSenior Securities                                                                                                                                      |        |    | 20     |   |
| Item 4.                                                             |  | Submission of Matters to a Vote ofSecurity-Holders                                                                                                                  |        |    | 21     |   |
| Item 5.                                                             |  | OtherInformation                                                                                                                                                    |        |    | 21     |   |
| Item6.                                                              |  | Exhibits                                                                                                                                                            |        |    | 21     |   |
| Signature                                                           |  |                                                                                                                                                                | 22     |    |
|                                                                     |

----

Item1.    Financial Statements

ATT Holding Co.Condensed Consolidated Balance Sheets(InThousands)

|                                              |  |              |         |                    |  |        |         |         |  |  |
|----------------------------------------------|--|--------------|---------|--------------------|--|--------|---------|---------|--|--|
|                                         |  | June25, 2005 |         | September  25,2004 |
|                                         |  | (unaudited)  |         |               |
| **Assets**                                   |  |         |    |               |  |   |    |    |
| Currentassets:                               |  |         |    |               |  |   |    |    |
| Cash and cashequivalents                     |  | $            | 1,494   |               |  | $      | 1,250   |    |
| Tradereceivables,net                         |  |         | 95,854  |               |  |   | 57,904  |    |
| Inventories                                  |  |         | 86,407  |               |  |   | 98,217  |    |
| Deferredincometaxes                          |  |         | 3,929   |               |  |   | 4,387   |    |
| Prepaidexpenses and other currentassets      |  |         | 6,846   |               |  |   | 6,289   |    |
| Totalcurrentassets                           |  |         | 194,530 |               |  |   | 168,047 |    |
| Property,plant and equipment,net             |  |         | 61,402  |               |  |   | 63,677  |    |
| Pensionasset                                 |  |         | 673     |               |  |   | 247     |    |
| Intangibles,net                              |  |         | 81,203  |               |  |   | 82,291  |    |
| Goodwill                                     |  |         | 158,321 |               |  |   | 156,563 |    |
| Othernoncurrentassets                        |  |         | 12,012  |               |  |   | 12,412  |    |
| Totalassets                                  |  | $            | 508,141 |               |  | $      | 483,237 |    |
| **Liabilitiesand stockholders'equity**       |  |         |    |               |  |   |    |    |
| Currentliabilities:                          |  |         |    |               |  |   |    |    |
| Trade accountspayable                        |  | $            | 38,186  |               |  | $      | 28,926  |    |
| Accruedexpenses and other currentliabilities |  |         | 37,062  |               |  |   | 30,278  |    |
| Revolvingloan                                |  |         | 2,900   |               |  |   | 6,300   |    |
| Currentportion of long-termdebt              |  |         | — |               |  |   | 1,400   |    |
| Totalcurrentliabilities                      |  |         | 78,148  |               |  |   | 66,904  |    |
| Deferredincome taxes                         |  |         | 23,749  |               |  |   | 26,010  |    |
| Long-termdebt                                |  |         | 299,299 |               |  |   | 288,600 |    |
| Otherliabilities                             |  |         | 12,153  |               |  |   | 10,334  |    |
| Totalliabilities                             |  |         | 413,349 |               |  |   | 391,848 |    |
| Stockholders'equity:                         |  |         |    |               |  |   |    |    |
| Preferredstock-SeriesA                       |  |         | — |               |  |   | — |    |
| Commonstock-ClassA                           |  |         | — |               |  |   | — |    |
| Commonstock-ClassB                           |  |         | — |               |  |   | — |    |
| Additionalpaid-incapital                     |  |         | 110,500 |               |  |   | 110,500 |    |
| Predecessorbasisadjustment                   |  |         | (13,539 | )             |  |   | (13,539 | )  |
| Retainedearningsdeficit                      |  |         | (5,088  | )             |  |   | (7,820  | )  |
| Accumulatedother comprehensiveincome         |  |         | 3,084   |               |  |   | 2,248   |    |
|                                         |  |         | 94,957  |               |  |   | 91,389  |    |
| Treasurystock, atcost                        |  |         | (165    | )             |  |   | — |    |
| Totalstockholders'equity                     |  |         | 94,792  |               |  |   | 91,389  |    |
| Totalliabilities and stockholders'equity     |  | $            | 508,141 |               |  | $      | 483,237 |    |
|                                              |

Seeaccompanying notes.

1

----

ATT Holding Co. CondensedConsolidated Statements of Operations(InThousands)

|                                             |  |                                  |         |                                 |  |        |         |         |  |  |
|---------------------------------------------|--|----------------------------------|---------|---------------------------------|--|--------|---------|---------|--|--|
|                                        |  |                             |         | Predecessor                     |
|                                        |  | Thirteenweeks endedJune 25, 2005 |         | Thirteen weeksendedJune 27,2004 |
|                                        |  | (Unaudited)                      |
|                                        |  |                             |    |                            |  |   |    |    |
| Netsales                                    |  | $                                | 144,780 |                            |  | $      | 141,342 |    |
|                                        |  |                             |    |                            |  |   |    |    |
| Costof goodssold                            |  |                             | 109,931 |                            |  |   | 102,029 |    |
| Grossprofit                                 |  |                             | 34,849  |                            |  |   | 39,313  |    |
|                                        |  |                             |    |                            |  |   |    |    |
| Selling,general, and administrativeexpenses |  |                             | 21,425  |                            |  |   | 21,687  |    |
| Gain ondisposal of fixedassets              |  |                             | (59     | )                          |  |   | (4,791  | )  |
| Amortization ofintangible assets            |  |                             | 447     |                            |  |   | 1,085   |    |
| Specialcharges                              |  |                             | — |                            |  |   | 784     |    |
| Operatingincome                             |  |                             | 13,036  |                            |  |   | 20,548  |    |
|                                        |  |                             |    |                            |  |   |    |    |
| Interestexpense                             |  |                             | 7,590   |                            |  |   | 2,574   |    |
| Otherexpense                                |  |                             | 305     |                            |  |   | 141     |    |
| Incomebeforetaxes                           |  |                             | 5,141   |                            |  |   | 17,833  |    |
|                                        |  |                             |    |                            |  |   |    |    |
| Incometaxexpense                            |  |                             | 1,531   |                            |  |   | 8,142   |    |
| Netincome                                   |  | $                                | 3,610   |                            |  | $      | 9,691   |    |
|                                             |

Seeaccompanying notes.

2

----

ATT Holding Co. CondensedConsolidated Statements of Operations(InThousands)

|                                             |  |                                     |         |                                    |  |        |         |         |  |  |
|---------------------------------------------|--|-------------------------------------|---------|------------------------------------|--|--------|---------|---------|--|--|
|                                        |  |                                |         | Predecessor                        |
|                                        |  | Thirty-nineweeks endedJune 25, 2005 |         | Thirty-nine weeksendedJune 27,2004 |
|                                        |  | (unaudited)                         |         |                               |
|                                        |  |                                |    |                               |  |   |    |    |
| Netsales                                    |  | $                                   | 360,632 |                               |  | $      | 355,443 |    |
|                                        |  |                                |    |                               |  |   |    |    |
| Costof goodssold                            |  |                                | 271,650 |                               |  |   | 256,248 |    |
| Grossprofit                                 |  |                                | 88,982  |                               |  |   | 99,195  |    |
|                                        |  |                                |    |                               |  |   |    |    |
| Selling,general, and administrativeexpenses |  |                                | 58,976  |                               |  |   | 58,808  |    |
| Gain ondisposal of fixedassets              |  |                                | (104    | )                             |  |   | (4,786  | )  |
| Amortization ofintangibleassets             |  |                                | 1,307   |                               |  |   | 3,303   |    |
| Specialcharges                              |  |                                | — |                               |  |   | 799     |    |
| Operatingincome                             |  |                                | 28,803  |                               |  |   | 41,071  |    |
|                                        |  |                                |    |                               |  |   |    |    |
| Interestexpense                             |  |                                | 24,777  |                               |  |   | 7,563   |    |
| Otherexpense                                |  |                                | 83      |                               |  |   | 199     |    |
| Incomebeforetaxes                           |  |                                | 3,943   |                               |  |   | 33,309  |    |
|                                        |  |                                |    |                               |  |   |    |    |
| Incometaxexpense                            |  |                                | 1,211   |                               |  |   | 13,928  |    |
| Netincome                                   |  | $                                   | 2,732   |                               |  | $      | 19,381  |    |
|                                             |

Seeaccompanying notes.

3

----

ATT Holding Co. CondensedConsolidated Statements of Cash Flows(InThousands)

|                                                                                           |  |                                     |          |                                    |  |        |         |         |  |  |
|-------------------------------------------------------------------------------------------|--|-------------------------------------|----------|------------------------------------|--|--------|---------|---------|--|--|
|                                                                                      |  |                                |          | Predecessor                        |
|                                                                                      |  | Thirty-nineweeks endedJune 25, 2005 |          | Thirty-nine weeksendedJune 27,2004 |
|                                                                                      |  | (unaudited)                         |          |                               |
| **Operatingactivities**                                                                   |  |                                |     |                               |  |   |    |    |
| Netincome                                                                                 |  | $                                   | 2,732    |                               |  | $      | 19,381  |    |
| Adjustments toreconcile net income to net cash provided by (used in) operatingactivities: |  |                                |     |                               |  |   |    |    |
| Depreciation ofproperty, plant andequipment                                               |  |                                | 7,380    |                               |  |   | 5,953   |    |
| Amortizationof intangibleassets                                                           |  |                                | 1,307    |                               |  |   | 3,303   |    |
| Amortizationof loanfees                                                                   |  |                                | 5,887    |                               |  |   | 661     |    |
| Amortizationof bonddiscount                                                               |  |                                | 49       |                               |  |   | — |    |
| Provisionfor deferredtaxes                                                                |  |                                | (1,152   | )                             |  |   | 5,281   |    |
| Provisionfor baddebts                                                                     |  |                                | 136      |                               |  |   | (95     | )  |
| Noncashinterest expense                                                                   |  |                                | 264      |                               |  |   | 206     |    |
| Gainon sale of fixedassets                                                                |  |                                | (104     | )                             |  |   | (4,786  | )  |
| Changesin assets and liabilities, net of effects ofacquisition:                           |  |                                |     |                               |  |   |    |    |
| Accountsreceivable                                                                        |  |                                | (38,154  | )                             |  |   | (40,754 | )  |
| Inventories                                                                               |  |                                | 11,810   |                               |  |   | (18,737 | )  |
| Prepaidexpenses and otherassets                                                           |  |                                | (1,668   | )                             |  |   | (21     | )  |
| Accountspayable                                                                           |  |                                | 9,260    |                               |  |   | 14,588  |    |
| Accruedexpenses                                                                           |  |                                | 7,553    |                               |  |   | 219     |    |
| Otherliabilities                                                                          |  |                                | (1,139   | )                             |  |   | 511     |    |
| Netcash provided by (used in) operatingactivities                                         |  |                                | 4,161    |                               |  |   | (14,290 | )  |
|                                                                                      |  |                                |     |                               |  |   |    |    |
| **Investingactivities**                                                                   |  |                                |     |                               |  |   |    |    |
| Acquisition ofbusinesses, net of cashreceived                                             |  |                                | (225     | )                             |  |   | (236    | )  |
| Purchase offixedassets                                                                    |  |                                | (5,510   | )                             |  |   | (4,219  | )  |
| Proceeds fromsale of fixedassets                                                          |  |                                | 517      |                               |  |   | 5,095   |    |
| Netcash (used in) provided by investingactivities                                         |  |                                | (5,218   | )                             |  |   | 640     |    |
|                                                                                      |  |                                |     |                               |  |   |    |    |
| **Financingactivities**                                                                   |  |                                |     |                               |  |   |    |    |
| Repayments oflong-termdebt                                                                |  |                                | (140,000 | )                             |  |   | (15,731 | )  |
| Borrowingson long-termdebt                                                                |  |                                | 149,250  |                               |  |   | — |    |
| (Payments)borrowings on revolver,net                                                      |  |                                | (3,400   | )                             |  |   | 28,380  |    |
| Debt issuancecosts                                                                        |  |                                | (4,454   | )                             |  |   | — |    |
| Purchase oftreasury stock,net                                                             |  |                                | (165     | )                             |  |   | — |    |
| Netcash provided by financingactivities                                                   |  |                                | 1,231    |                               |  |   | 12,649  |    |
| Effect ofexchange rate changes oncash                                                     |  |                                | 70       |                               |  |   | 216     |    |
| Changein cash and cashequivalents                                                         |  |                                | 244      |                               |  |   | (785    | )  |
| Cash and cashequivalents at beginning ofperiod                                            |  |                                | 1,250    |                               |  |   | 1,688   |    |
| Cashand cash equivalents at end ofperiod                                                  |  | $                                   | 1,494    |                               |  | $      | 903     |    |
|                                                                                           |

Seeaccompanying notes.

4

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)(Dollars inthousands)

1. Basisof Presentation

The accompanying condensed consolidatedfinancial statements have been prepared in accordance with U.S.generally accepted accounting principles for interim financialinformation and, therefore, do not include all of the information andfootnotes required by U.S. generally accepted accounting principles forcomplete annual financial statements. The accompanying financialinformation reflects all adjustments (consisting only of normalrecurring adjustments), which are, in the opinion of management,necessary for a fair presentation of the results for the interimperiods. As our business has historically been seasonal, the results ofoperations for the thirteen-week and thirty-nine week periods endedJune 25, 2005 are not necessarily indicative of the results to beexpected for the full fifty-three week fiscal year ending October 1,2005. These condensed consolidated financial statements should be readin conjunction with the Company's consolidated financialstatements and notes thereto in the financial statements for the yearended September 25, 2004, which is included in the Company'sAnnual Report on Form 10-K for the fiscal year ended September 25,2004.

The consolidated balance sheet at September 25, 2004 hasbeen derived from the audited consolidated balance sheet at that datebut does not include all of the information and footnotes required byU.S. generally accepted accounting principles for complete financialstatements.

All entities and assets owned by ATT Holding Co.subsequent to June 27, 2004 are referred to collectively as the"Company." All entities and assets owned byATT Holding Co. on June 27, 2004 or prior are referred to collectivelyas the "Predecessor."

2. RecentAccounting Pronouncements

In November 2004, the FASB issuedStatement of Financial Accounting Standards ("SFAS") No. 151, InventoryCosts, an amendment of ARB No. 43 Chapter 4.  This Statementamends the guidance in ARB No. 43, Chapter 4, Inventory Pricing,to clarify the accounting for abnormal amounts of idle facilityexpense, freight, handling costs, and wasted material (spoilage). ThisStatement requires that those items be recognized as current-periodcharges regardless of whether they meet the criterion of"so abnormal." as defined in ARB No. 43. In addition, this Statement requires that allocation of fixedproduction overheads to the costs of conversion be based on the normalcapacity of the production facilities.  This statement iseffective for inventory costs incurred beginning in the Company'sfiscal 2006. The Company is in the process of reviewing SFAS 151 andhas not determined the effects on the consolidated financialstatements.

3. Acquisitions

On August  4, 2003,the Predecessor acquired Greenlife, Inc., a Massachusetts corporation,with operations in China. Greenlife is in the business of marketing,selling and distributing non-powered lawn and garden tools andaccessories. The Predecessor established an indemnity escrow accountrelated to the acquisition of $300, which is being held for twoyears.

The purchase price of the acquisition allocated to thefair market value of inventory acquired resulted in an increase in costof goods sold of approximately $90 for the thirty-nine weeks endedJune  27, 2004. That amount represents the manufacturing profitsacquired. This business was acquired to increase thePredecessor's market share and gain access to the operations inChina.

On June  28, 2004, the Company completed the saleof all outstanding common and preferred stock of the Predecessor toaffiliates of Castle Harlan, Inc., a private equity group. CHATTHoldings, Inc., the "buyer", and CHATTHoldings LLC, the "buyer parent", werecreated to make the acquisition of the Company. Approximately87% of the equity interests of the buyer parent are owned byaffiliates of Castle Harlan, and the remainder was issued to members ofour management who held capital stock 

5

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS  — (CONTINUED)(Unaudited)(Dollars inthousands)

in the Predecessor, in lieu of cashconsideration that they otherwise would have been entitled to receivein the acquisition. In addition, certain members of management that didnot hold equity in the Predecessor purchased an equity interest in thebuyer parent for cash.

All acquisitions were accounted for usingthe purchase method. The allocation of the purchase price associatedwith the acquisitions has been determined by the Company based uponavailable information.

The acquisition of the Predecessor wasaccounted for as a purchase in accordance with SFAS No.  141,Business Combinations, and Emerging Issues Task Force (EITF)Issue No. 88-16, Basis in Leveraged Buyout Transactions. Assuch, the acquired assets and assumed liabilities have been recorded atfair market value for the interests acquired and preliminary estimatesof assumed liabilities by new investors and at the carryover basis forcontinuing investors. The acquired assets and assumed liabilities wereassigned new book values in the same proportion as the residualinterests of the continuing investors and the new interests acquired bythe new investors. Under EITF 88-16, the Company was revalued at themerger date to the fair value to the extent of the majoritystockholder's approximately 87% controlling interest inthe Company. The remaining approximately 13% is accounted for atthe continuing stockholders' carryover basis in the Company. Anadjustment of $13,539 to record this effect is included as a reductionof stockholders' equity under the caption"Predecessor basis adjustment." The excess ofthe purchase price over the historical basis of the net assets acquiredhas been applied to adjust net assets to their fair values to theextent of the majority stockholder's approximately 87%ownership.

4. Restructuring and Purchase Accounting

Inconnection with the acquisition of the Predecessor on June 28, 2004,the Company began to assess and formulate an exit and restructuringplan that includes reductions of workforce, facility closures andchanges in business strategies. This exit and restructuring plan isintended to increase operating efficiencies. At June 28, 2004, theCompany recorded a liability of $4,782 related to the reductions ofworkforce and facility closures and $4,795 related to changes inbusiness strategies for a product line. Adjustments have been made tothese reserves as the cost estimates are refined and finalized. TheCompany expects to complete the implementation of these plans withinthe next three years. During the period ended June 25, 2005, theCompany obtained additional information and refined the estimate forthe reductions of workforce and facility closures, which resulted in adecrease to the restructuring reserve and a corresponding decrease togoodwill.

At June 25, 2005, the remaining restructuring reservesof $6,862 were included in accrued expenses and other currentliabilities and other liabilities and relate to portions of the exitplans that are not yet completed. Changes to the restructuring reservesare as follows:

|                                 |  |        |        |         |  |  |
|---------------------------------|--|--------|--------|---------|--|--|
| Balanceas of September  25,2004 |  | $      | 9,498  |    |
| Accretion ofInterest            |  |   | 263    |    |
| ExpenseItems                    |  |   | 11     |    |
| Purchase AccountingAdjustments  |  |   | (2,047 | )  |
| Payments                        |  |   | (863   | )  |
| Balanceas of June 25,2005       |  | $      | 6,862  |    |
|                                 |

6

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS  — (CONTINUED)(Unaudited)(Dollars inthousands)

5. Other ComprehensiveIncome

|                               |  |                                  |         |                                  |  |        |         |         |  |  |
|-------------------------------|--|----------------------------------|---------|----------------------------------|--|--------|---------|---------|--|--|
|                          |  | Thirteenweeks endedJune 25, 2005 |         | Thirteen weeksendedJune 27, 2004 |
| Netincome                     |  | $                                | 3,610   |                             |  | $      | 9,691   |    |
| Othercomprehensiveincome:     |  |                             |    |                             |  |   |    |    |
| Currencytranslationadjustment |  |                             | (877    | )                           |  |   | (350    | )  |
| MinimumPensionLiability       |  |                             | — |                             |  |   | (53     | )  |
| Fairvalue adjustment ofswaps  |  |                             | (1,991  | )                           |  |   | — |    |
| Comprehensiveincome           |  | $                                | 742     |                             |  | $      | 9,288   |    |
|                               |

|                               |  |                                     |         |                                     |  |        |         |         |  |  |
|-------------------------------|--|-------------------------------------|---------|-------------------------------------|--|--------|---------|---------|--|--|
|                          |  | Thirty-nineweeks endedJune 25, 2005 |         | Thirty-nine weeksendedJune 27, 2004 |
| Net income                    |  | $                                   | 2,732   |                                |  | $      | 19,381  |    |
| Other comprehensiveincome:    |  |                                |    |                                |  |   |    |    |
| Currencytranslationadjustment |  |                                | 1,620   |                                |  |   | 217     |    |
| MinimumPensionLiability       |  |                                | — |                                |  |   | (53     | )  |
| Fairvalue adjustment ofswaps  |  |                                | (786    | )                              |  |   | — |    |
| Comprehensiveincome           |  | $                                   | 3,566   |                                |  | $      | 19,545  |    |
|                               |

6.Goodwill and Other Intangibles

In accordance with SFASNo.  142, Goodwill and Other Intangible Assets, theCompany is required to test goodwill and indefinite lived intangibleassets for impairment on at least an annual basis. There can be noassurance that future impairment tests will not result in a charge toearnings. There were additions to goodwill during the period ended June25, 2005, which reflect additional payments the Company made tothird-parties related to the acquisition of the Company. During theperiod ended June 25, 2005, the Company obtained additional informationand refined the estimates relating to the restructuring reserves andcertain legal matters. Additionally, during the period ended June 25,2005, the Company recorded a final working capital adjustment relatedto the sale of the Company, which resulted in an increase in Goodwillof $921.

The cost of other acquired intangible assets, includingprimarily customer relationships and covenants not to compete, isamortized on a straight-line basis over the estimated lives of 2 to 10years. Amortization of other intangibles amounted to $447 and $1,307for the thirteen and thirty-nine weeks ended June 25, 2005. Theestimated aggregate amortization expense for each of the succeedingperiods is as follows: $447 for the remainder of fiscal 2005; $1,807 infiscal 2006; $1,345 in fiscal 2007; $1,266 in fiscal 2008; $1,079 infiscal 2009 and $5,439 thereafter.

The changes in carryingamount of goodwill for the period ended June 25, 2005 are asfollows:

|                                      |  |        |         |         |  |  |
|--------------------------------------|--|--------|---------|---------|--|--|
| Goodwillat September 25,2004         |  | $      | 156,563 |    |
| Additions                            |  |   | 568     |    |
| Revisionof purchase price allocation |  |   | (1      | )  |
| Currencytranslationadjustments       |  |   | 1,191   |    |
| Goodwillat June 25,2005              |  | $      | 158,321 |    |
|                                      |

7

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS  — (CONTINUED)(Unaudited)(Dollars inthousands)

The following table reflects the componentsof intangible assets other thangoodwill:

|                                   |  |              |        |                    |  |        |        |         |  |  |
|-----------------------------------|--|--------------|--------|--------------------|--|--------|--------|---------|--|--|
|                              |  | June25, 2005 |        | September 25, 2004 |
| Finitelived intangibleassets:     |  |         |   |               |  |   |   |    |
| Technology(patents)               |  | $            | 984    |               |  | $      | 984    |    |
| Non-competeagreements             |  |         | 883    |               |  |   | 885    |    |
| Customerrelationships             |  |         | 11,256 |               |  |   | 11,209 |    |
|                              |  |         | 13,123 |               |  |   | 13,078 |    |
| Accumulatedamortization:          |  |         |   |               |  |   |   |    |
| Technology(patents)               |  |         | (269   | )             |  |   | (68    | )  |
| Non-competeagreements             |  |         | (392   | )             |  |   | (99    | )  |
| Customerrelationships             |  |         | (1,125 | )             |  |   | (310   | )  |
|                              |  |         | (1,786 | )             |  |   | (477   | )  |
| Netfinite lived intangibleassets  |  |         | 11,337 |               |  |   | 12,601 |    |
|                              |  |         |   |               |  |   |   |    |
| Indefinitelived intangibleassets: |  |         |   |               |  |   |   |    |
| Tradenames                        |  |         | 69,866 |               |  |   | 69,690 |    |
| TotalIntangibles,net              |  | $            | 81,203 |               |  | $      | 82,291 |    |
|                                   |

Onlyamounts of acquired goodwill from acquisitions made by the Predecessorare expected to be deductible for income tax purposes.

7.Inventories

Inventories are asfollows:

|                       |  |              |        |                    |  |        |         |         |  |  |
|-----------------------|--|--------------|--------|--------------------|--|--------|---------|---------|--|--|
|                  |  | June25, 2005 |        | September 25, 2004 |
| Finishedgoods         |  | $            | 54,840 |               |  | $      | 65,291  |    |
| Work inprocess        |  |         | 17,046 |               |  |   | 18,729  |    |
| Rawmaterials          |  |         | 23,455 |               |  |   | 22,595  |    |
|                  |  |         | 95,341 |               |  |   | 106,615 |    |
| Lessinventoryreserves |  |         | (8,934 | )             |  |   | (8,398  | )  |
|                  |  | $            | 86,407 |               |  | $      | 98,217  |    |
|                       |

8.Debt Arrangements

On June  28, 2004, in conjunction withthe acquisition of the Predecessor, Ames True Temper, Inc., a directwholly-owned subsidiary of the Company, entered into a $215,000 SeniorSecured Credit Facility ($75,000 revolving credit facility and $140,000Term Loan B) and issued $150,000 of Senior Subordinated Notes in orderto finance the acquisition, repay the Predecessor's outstandingdebt and pay related fees and expenses. The Senior Secured CreditFacility is guaranteed by the Company and each of existing and futuredirect and indirect subsidiaries, other than any subsidiary that is a"controlled foreign corporation" underSection 957 of the Internal Revenue Code. The Company and each of theother guarantors granted to the senior lenders a first priority(subject to certain customary exceptions) security interest in andliens on all of the respective present and future property and assetsto secure all of the obligations under the Senior Secured CreditFacility, and any interest rate 

8

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS  — (CONTINUED)(Unaudited)(Dollars inthousands)

swap or similar agreements with a seniorlender under the Senior Secured Credit Facility. The Company alsoguarantees the Senior Subordinated Notes on a senior subordinatedbasis. This guarantee ranks behind all existing and future senior debtof the Company, including the guarantee of the Senior Secured CreditFacility and the Senior Floating Rate Notes, equal to all future seniorsubordinated indebtedness and ahead of a future debt that expresslyprovides that it is subordinated to the guarantee.

On January14, 2005, Ames True Temper, Inc. completed the offering of $150,000Senior Floating Rate Notes due 2012 in an unregistered offering toqualified institutional buyers in accordance with Rule 144A under theSecurities Act of 1933, as amended, and outside the United Statespursuant to Regulation S under the Securities Act. The proceeds of thisoffering were used by the Company to repay the entire balance of TermLoan B, which amounted to $139,300. Additionally, the proceeds wereused to pay transaction fees and repay a portion of the revolvingcredit facility. As a result of the transaction, the Company recorded acharge of $4,102 to interest expense to write-off the portion ofprepaid bank fees related to Term Loan B.

The Senior FloatingRate Notes, issued at a 0.5% discount, bear interest at afloating rate per annum, reset quarterly, equal to LIBOR plus4%, which was 7.14% at June 25, 2005. The Senior FloatingRate Notes pay interest quarterly in cash in arrears on January 15,April 15, July 15 and October 15 of each year, commencing on April 15,2005. The Senior Floating Rate Notes mature on January 15, 2012, unlessearlier redeemed or repurchased, and are subject to the terms andconditions set forth in the Indenture. The Company guarantees theSenior Floating Rate Notes.

The Senior Floating Rate Notes areunsecured, unsubordinated obligations of Ames True Temper, Inc. Theyare effectively subordinated to all existing and future secured debt,to the extent of the assets securing such debt, including borrowingsunder the Senior Secured Credit Facility, pari passu with all futuresenior unsecured indebtedness, senior in right of payment to allexisting and future senior subordinated debt, including the SeniorSubordinated Notes, and effectively behind all of the existing andfuture liabilities of Ames True Temper Inc.'s subsidiaries,including trade payables.

On January 14, 2005, simultaneouslywith the completion of the offering of the Notes referred to above,Ames True Temper, Inc. entered into an amendment (the"Amendment") to the terms of the SeniorSecured Credit Facility. As amended, availability under the SeniorSecured Credit Facility is restricted to the lesser of $75,000 and theborrowing-base amount, which is equal to (a) 85% of the amountof eligible receivables, plus (b) the lower of (i) 55% of thecost or fair market value of eligible inventory and (ii) if aninventory appraisal has been performed, 80% of the orderlyliquidation value of Ames True Temper's inventory, plus (c) apercentage of eligible equipment or real property determined by Bank ofAmerica, N.A., as administrative agent, and not objected to by therequired lenders.

In connection with the issuance of the Notes,Ames True Temper, Inc. entered into interest rate swaps (the"Swaps") with Bank of America, N.A. andWachovia Bank, N.A. Pursuant to the Swap with Bank of America, N.A.,which becomes effective on January 17, 2006, Ames True Temper, Inc.will swap 3-month LIBOR rates for fixed interest rates of 4.31%on a notional amount of $100,000 for the period from January 17, 2006through January 15, 2008, $66,667 for the period from January 15, 2008to January 15, 2009 and $33,333 for the period from January 15, 2009through January 15, 2010.

Pursuant to the Swap with WachoviaBank, N.A., effective January 15, 2006, Ames will swap 3 month LIBORrates for fixed interest rates of 4.29% on a notional amount of$50,000 for the period from January 15, 2006 through January 15, 2008,$33,333 for the period from January 15, 2008 to January 15, 2009 and$16,667 for the period from January 15, 2009 through January 15,2010.

The Company has accounted for the interest rate swaps inaccordance with Statement of Financial Accounting Standards("SFAS") No. 133 Accounting for DerivativeInstruments and Hedging Activities, 

9

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS  — (CONTINUED)(Unaudited)(Dollars inthousands)

as amended by SFAS No. 138, Accounting forCertain Derivative Instruments and Certain Hedging Activities andSFAS No. 149, Amendment of Statement 133 on Derivative Instrumentsand Hedging Activities (collectively, "SFAS133").  SFAS 133 establishes accounting andreporting standards for derivative instruments and hedging activities. SFAS 133 requires that all derivatives be recognized as eitherassets or liabilities at fair value.  As of June 25, 2005, theinterest rate swaps were recorded as a liability of $1,268. The Companyhas accounted for the swaps as cash flow hedges and has recordedchanges in fair value of $786 in accumulated other comprehensiveincome, net of deferred taxes of $482.

Amounts outstanding underthe revolving credit facility were $2,900 and $6,300 as of June 25,2005 and September 25, 2004, respectively. The Company had letters ofcredit outstanding totaling $1,610 and $960 as of June 25, 2005 andSeptember 25, 2004, respectively. The total amount available under therevolving credit facility at June 25, 2005 and September 25, 2004 was$70,490 and $67,740, respectively. The weighted average interest ratefor the revolving credit facility at June 25, 2005 was 8.0%.

Total indebtedness is asfollows:

|                                         |  |              |         |                    |  |        |         |         |  |  |
|-----------------------------------------|--|--------------|---------|--------------------|--|--------|---------|---------|--|--|
|                                    |  | June25, 2005 |         | September  25,2004 |
| Senior Secured CreditFacility:          |  |         |    |               |  |   |    |    |
| Revolving loanfacility, expires2010     |  | $            | 2,900   |               |  | $      | 6,300   |    |
| Term LoanB, due 2011                    |  |         | — |               |  |   | 140,000 |    |
| SeniorFloating Rate Notes, due2012      |  |         | 150,000 |               |  |   | — |    |
| Lessunaccreteddiscount                  |  |         | (701    | )             |  |   | — |    |
| 10%Senior Subordinated Notes, due2012   |  |         | 150,000 |               |  |   | 150,000 |    |
| Totaldebt                               |  |         | 302,199 |               |  |   | 296,300 |    |
| Less short-termrevolving loanfacilities |  |         | (2,900  | )             |  |   | (6,300  | )  |
| Currentportion of long-termdebt         |  |         | — |               |  |   | (1,400  | )  |
| Long-termdebt                           |  | $            | 299,299 |               |  | $      | 288,600 |    |
|                                         |

TheSenior Secured Credit Facility, as amended, and the Senior SubordinatedNotes contain various affirmative and negative covenants customary forsimilar credit facilities (subject to customary exceptions and certainexisting obligations and liabilities), including, but not limited to,restrictions (with exceptions) on: liens; debt; loans, acquisitions,joint ventures and other investments; mergers and consolidations,sales, transfers and other dispositions of property or assets;dividends, distributions, redemptions and other restricted payments;changes in the nature of the Company's business; transactionswith affiliates; and prepayment, redemption or repurchase of certaindebt. In addition, the Senior Secured Credit Facility, as amended,requires that the Company meet certain financial covenant tests,including without limitation: the maintenance of a minimum EBITDA of$41.0 million and the maintenance of a minimum fixed charge coverageratio (defined as EBITDA less capital expenditures to cash taxesplus cash interest expense plus scheduled principalpayments and prepayments plus dividends and distributions onequity) of 1.00:1.00. As of June 25, 2005, the Company was incompliance with all applicable debt covenants.

10

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS  — (CONTINUED)(Unaudited)(Dollars inthousands)

9. Pension and Other PostretirementBenefits

|                                            |  |                     |        |                     |  |          |        |         |  |        |         |        |  |        |         |        |  |  |
|--------------------------------------------|--|---------------------|--------|---------------------|--|----------|--------|---------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                       |  | PensionBenefits     |        | OtherBenefits       |
|                                       |  | Thirteenweeks ended |        | Thirteen weeksended |
|                                       |  | June25,             |        | June 27,            |  | June 25, |        | June27, |
|                                       |  | 2005                |        | 2004                |  | 2005     |        | 2004    |
| ServiceCost                                |  | $                   | 827    |                |  | $        | 704    |    |  | $      | 6       |   |  | $      | 7       |   |
| InterestCost                               |  |                | 1,604  |                |  |     | 1,475  |    |  |   | 37      |   |  |   | 38      |   |
| Expectedreturn on planassets               |  |                | (2,460 | )              |  |     | (2,146 | )  |  |   | — |   |  |   | — |   |
| Amortizationof prior servicecost           |  |                | 1      |                |  |     | 6      |    |  |   | — |   |  |   | — |   |
| Amortizationof unrecognized net loss(gain) |  |                | 66     |                |  |     | (23    | )  |  |   | — |   |  |   | — |   |
| Netperiodic benefitcost                    |  | $                   | 38     |                |  | $        | 16     |    |  | $      | 43      |   |  | $      | 45      |   |
|                                            |

|                                     |  |                        |        |                        |  |          |        |         |  |        |         |        |  |        |         |        |  |  |
|-------------------------------------|--|------------------------|--------|------------------------|--|----------|--------|---------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                |  | PensionBenefits        |        | OtherBenefits          |
|                                |  | Thirty-nineweeks ended |        | Thirty-nine weeksended |
|                                |  | June25,                |        | June 27,               |  | June 25, |        | June27, |
|                                |  | 2005                   |        | 2004                   |  | 2005     |        | 2004    |
| ServiceCost                         |  | $                      | 2,486  |                   |  | $        | 2,206  |    |  | $      | 18      |   |  | $      | 19      |   |
| InterestCost                        |  |                   | 4,818  |                   |  |     | 4,593  |    |  |   | 111     |   |  |   | 116     |   |
| Expectedreturn on planassets        |  |                   | (7,392 | )                 |  |     | (7,029 | )  |  |   | — |   |  |   | — |   |
| Amortizationof prior servicecost    |  |                   | 3      |                   |  |     | 19     |    |  |   | — |   |  |   | — |   |
| Amortizationof unrecognized netloss |  |                   | 201    |                   |  |     | 340    |    |  |   | — |   |  |   | — |   |
| Netperiodic benefitcost             |  | $                      | 116    |                   |  | $        | 129    |    |  | $      | 129     |   |  | $      | 135     |   |
|                                     |

EmployerContributions

During the thirteen-week periods endedJune 25, 2005 and June 27, 2004, the Company contributed $22 and $34,respectively, to its defined benefit pension plan. During thethirty-nine week periods ended June 25, 2005 and June 27, 2004, theCompany contributed $73 and $106, respectively, to its defined benefitpension plan.

During the thirteen-week periods ended June 25,2005 and June 27, 2004, the Company contributed $89 and $64,respectively, to its post-retirement benefit plan. During thethirty-nine week periods ended June 25, 2005 and June 27, 2004, theCompany contributed $237 and $97, respectively, to its post-retirementbenefit plan.

10. Segment Information

TheCompany has operations in the United States, Europe and Canada. Thefollowing is a summary by geographicregion:

|              |  |                                   |         |                                   |  |          |       |                             |  |        |         |        |  |        |        |        |  |  |
|--------------|--|-----------------------------------|---------|-----------------------------------|--|----------|-------|-----------------------------|--|--------|---------|--------|--|--------|--------|--------|--|--|
|         |  | Thirteenweeks ended June 25, 2005 |         | Thirteen weeks endedJune 27, 2004 |
|         |  | NetSales                          |         | Earnings Before Income Taxes      |  | NetSales |       | Earnings Before IncomeTaxes |
| UnitedStates |  | $                                 | 126,840 |                              |  | $        | 3,661 |                        |  | $      | 125,349 |   |  | $      | 15,888 |   |
| Europe       |  |                              | 1,879   |                              |  |     | 49    |                        |  |   | 2,411   |   |  |   | 364    |   |
| Canada       |  |                              | 16,061  |                              |  |     | 1,431 |                        |  |   | 13,582  |   |  |   | 1,581  |   |
| Total        |  | $                                 | 144,780 |                              |  | $        | 5,141 |                        |  | $      | 141,342 |   |  | $      | 17,833 |   |
|              |

11

----

ATTHOLDING CO.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS  — (CONTINUED)(Unaudited)(Dollars inthousands)

|              |  |                                      |         |                                     |  |          |        |                             |  |        |         |        |  |        |        |        |  |  |
|--------------|--|--------------------------------------|---------|-------------------------------------|--|----------|--------|-----------------------------|--|--------|---------|--------|--|--------|--------|--------|--|--|
|         |  | Thirty-nineweeks ended June 25, 2005 |         | Thirty-nine weeksended June 27,2004 |
|         |  | NetSales                             |         | Earnings Before Income Taxes        |  | NetSales |        | Earnings Before IncomeTaxes |
| UnitedStates |  | $                                    | 307,478 |                                |  | $        | (1,980 | )                      |  | $      | 307,465 |   |  | $      | 27,482 |   |
| Europe       |  |                                 | 5,086   |                                |  |     | 65     |                        |  |   | 5,405   |   |  |   | 347    |   |
| Canada       |  |                                 | 48,068  |                                |  |     | 5,858  |                        |  |   | 42,573  |   |  |   | 5,480  |   |
| Total        |  | $                                    | 360,632 |                                |  | $        | 3,943  |                        |  | $      | 355,443 |   |  | $      | 33,309 |   |
|              |

|              |  |                    |         |                    |  |        |         |        |  |  |
|--------------|--|--------------------|---------|--------------------|--|--------|---------|--------|--|--|
|         |  | IdentifiableAssets |
|         |  | June 25,2005       |         | September 25, 2004 |
| UnitedStates |  | $                  | 436,086 |               |  | $      | 410,801 |   |
| Europe       |  |               | 6,054   |               |  |   | 6,432   |   |
| Canada       |  |               | 66,001  |               |  |   | 66,004  |   |
| Total        |  | $                  | 508,141 |               |  | $      | 483,237 |   |
|              |

11.Commitments and Contingencies

The Company is involved inlawsuits and claims, including certain environmental matters, arisingout of the normal course of its business. In the opinion of management,the ultimate amount of liability, if any, under pending litigation willnot have a material adverse effect on the Company's financialposition, results of operations or cash flows. During the period endedJune 25, 2005, the Company entered into a purchase supply contract thatestablishes certain future minimum purchase commitments associated withits operations. The future minimum purchases under this contractrequire the Company to purchase goods amounting to $2,936 within oneyear from the effective date.

12. Subsequent Event

OnJuly 19, 2005, the Company entered into a $2,700 Term Note, Loan andSecurity Agreement and Subordination Agreement with a Lender. This noteis payable on monthly installments over five years. The interest rateper annum is equal to 2.5% and secured by certain collateral,which was agreed to by the Administrative Agent of the Senior SecuredCredit Facility.

12

----

**Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations**

The followingdiscussion relates to the consolidated financial performance andresults of operations of our parent, ATT Holding Co. A separatediscussion for Ames True Temper, Inc. is not presented since our parenthas no operations or assets separate from its investment in Ames TrueTemper, Inc. and since the Senior Subordinated Notes and the SeniorFloating Rate Notes are guaranteed by our parent. The followingdiscussion of our parent's results of operations and financialcondition should be read in conjunction with our financial statementsand notes thereto included elsewhere in this Form 10-Q. This Form 10-Qcontains forward-looking statements. All statements other thanstatements of historical fact are "forward-lookingstatements" for purposes of federal and state securitieslaws. Forward-looking statements may include the words"may," "will,""plans,""estimates,""anticipates,""believes,""expects,""intends" and similar expressions. Althoughwe believe that such statements are based on reasonable assumptions,these forward-looking statements are subject to numerous factors, risksand uncertainties that could cause actual outcomes and results to bematerially different from those projected or assumed in ourforward-looking statements. These factors, risks and uncertaintiesinclude, among others, the following: our liquidity and capitalresources; sales levels to existing and new customers; increasedconcentration of our customers; seasonality and adverse weatherconditions; competitive pressures and trends; changing consumerpreferences; new product and customer initiatives; risks relating toforeign sourcing and foreign operations and availability of rawmaterials; our ability to successfully consummate and integrateacquisitions; and general economic conditions. Our actual results,performance or achievements could differ materially from thoseexpressed in, or implied by, the forward-looking statements. We cangive no assurances that any of the events anticipated by theforward-looking statements will occur or, if any of them do, whatimpact they will have on our results of operations and financialcondition. We do not intend, and we undertake no obligation, to updateany forward-looking statement.

Overview

Ames TrueTemper, Inc. is a leading North American manufacturer and marketer ofnon-powered lawn and garden tools and accessories. We offer thefollowing 11 distinct product lines with over 4,100 active SKUs: longhandle tools, wheelbarrows, decorative accessories, garden hoses, hosereels, lawn carts, pots and planters, pruning tools, repair handles,snow tools and striking tools. We sell our products primarily in theU.S. and Canada through (1) retail centers, including home centers andmass merchandisers, (2) wholesale chains, including hardware stores andgarden centers, and (3) industrial distributors. References to fiscal2004 are to the 52-week period that is combined from the thirteen-weekperiod ended September 25, 2004 with the 39-week period ended June 27,2004 for the Predecessor. All entities and assets owned by ATT HoldingCo. and financial results prior to June 28, 2004 are referred tocollectively as the "Predecessor."

InJune 2004, affiliates of Castle Harlan, Inc., a New York-basedprivate-equity investment firm, together with certain of our employees,completed the acquisition of our company from Wind Point Partners. Inorder to acquire our company, CHATT Holdings, Inc., "thebuyer", and CHATT Holdings LLC, "the buyerparent", were formed. Upon completion of the acquisition,affiliates of Castle Harlan, Inc. (Castle Harlan Partners IV, L.P., orCHP IV, and affiliates) owned approximately 87% of thebuyer-parent and management owned approximately 13%. In order tofinance the acquisition, repay our outstanding debt and pay relatedfees and expenses:

|           |                                                                                                                                                                                           |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | we entered into a$215.0 million senior credit facility consisting of a $75.0 millionrevolving credit facility and a $140.0 million term loan, as describedin "Debt and OtherObligations;" |

|           |                                                                                                           |
|-----------|-----------------------------------------------------------------------------------------------------------|
| (b)  | we issued$150.0 million of 10% senior subordinated notes, as described in"Debt and Other Obligations;"and |

|           |                                                                                                                     |
|-----------|---------------------------------------------------------------------------------------------------------------------|
| (c)  | the buyer parent received a $110.5million equity capital contribution from CHP IV and its affiliates andmanagement. |

The purchase price of the Predecessor from WindPoint Partners included a write-up to the fair market value ofinventory acquired, which resulted in an increase in cost of goods soldof $10.1 

13

----

million, or 2.3% of sales, duringfiscal 2004. That amount represents the manufacturing profits acquired.Additionally, the purchase price allocated to the fair value oftradenames and finite lived intangible assets was $69.7 million and$13.1 million, respectively. Additionally, a net $34.7 million write-upwas recorded to adjust fixed assets to fair value. Goodwill at June 25,2005 was $158.2 million.

Results of Operations

Thirteen weeks ended June 25, 2005 compared tothirteen weeks ended June 27, 2004

Net Sales. Net salesfor the thirteen-week period ended June 25, 2005 increased $3.5million, or 2.5%, to $144.8 million compared to $141.3 millionfor the thirteen weeks ended June 27, 2004. Overall net sales increasedprimarily from increases in sales prices.

Gross Profit.Gross profit for the thirteen weeks ended June 25, 2005 decreased $4.5million to $34.8 million from $39.3 million for the thirteen weeksended June 27, 2004. This decrease was primarily due to the increase incommodity costs, primarily steel and resin, partially offset byincreased sales prices. Gross profit as a percentage of net salesdecreased to 24.1% from 27.8% during this period.

Selling, General and Administrative("SG&A") Expenses. SG&A expensesfor the thirteen weeks ended June 25, 2005 decreased $0.3 million to$21.4 million from $21.7 million for the thirteen weeks ended June 27,2004. The decrease relates primarily to cost savings initiativespartially offset by increased compensation expense and professionalservice fees attributable to public reporting requirements andincreased depreciation expenses as a result of the write-up to fairvalue of assets as a result of the sale of our company to affiliates ofCastle Harlan.

Gain on Disposal of Fixed Assets. Duringthe thirteen weeks ended June 27, 2004, we recorded a gain of $4.8million upon the sale of our idle distribution center in Davisville, WVand one of our manufacturing facilities in Parkersburg, WV.

Special Charges. Special charges of $0.8 million for theperiod ended June 27, 2004 reflects non-capitalizable transaction costsincurred in connection with our acquisition by an affiliate of CastleHarlan.

Amortization of Intangible Assets. During thethirteen weeks ended June 25, 2005, we recorded $0.4 million inamortization expense, as compared to $1.1 million during thethirteen-week period ended June 27, 2004. This decrease was due to theacquisition by affiliates of Castle Harlan, which reflects a change invaluation and lives of the assets.

Interest Expense.Interest expense for the thirteen weeks ended June 25, 2005 increased$5.0 million to $7.6 million from $2.6 million during the thirteenweeks ended June 27, 2004. The increase was a result of increased debtin connection with the acquisition by affiliates of Castle Harlan andthe subsequent issuance of the Senior Floating Rate Notes.

Income Tax Expense. Income tax expense for the thirteen weeksended June 25, 2005 was $1.5 million, or approximately 29.8% ofincome before taxes. Income tax expense for the thirteen weeks endedJune 27, 2004 was $8.1 million, or approximately 45.7% of incomebefore taxes. At the end of each interim reporting period, we estimatethe effective tax rate expected to be applicable for the full fiscalyear. The rate determined is used in providing for income taxes on ayear-to-date basis. The tax effect of significant unusual items isreflected in the period in which they occur. The decrease in theeffective tax rate was primarily due to the mixture of tax rates fordomestic and foreign income. Additionally, during the thirteen weeksended June 27, 2004, we incurred additional tax expense of $1.4 milliondue to a limitation of foreign tax credits related to our Canadiansubsidiary, which resulted in a higher effective tax rate.

Thirty-nine weeks ended June 25, 2005 compared tothirty-nine weeks ended June 27, 2004

Net Sales. Netsales for the thirty-nine week period ended June 25, 2005 increased$5.2 million, or 1.5%, to $360.6 million compared to $355.4million for the thirty-nine weeks ended June 27, 2004. 

14

----

Overall net sales increased primarily fromincreases in sales prices, partially offset by a sales volume declinein the thirty-nine weeks ended June 25, 2005. The sales volume declinewas driven by a decrease in snow tool sales as a result of lesssnowfall as compared to the prior year period.

GrossProfit. Gross profit for the thirty-nine weeks ended June 25, 2005decreased $10.3 million to $88.9 million from $99.2 million for thethirty-nine weeks ended June 27, 2004. This decrease was primarily dueto the increase in commodity costs, primarily steel and resin and thedecrease in sales related to snow tools. Gross profit as a percentageof net sales decreased to 24.7% from 27.9% during thisperiod.

Selling, General and Administrative("SG&A") Expenses. SG&A expensesfor the thirty-nine weeks ended June 25, 2005 increased $0.1 million to$58.9 million from $58.8 million for the thirty-nine weeks ended June27, 2004. The increase relates primarily to an increase in distributionexpenses as a result of the expansion of our largest distributioncenter, increased depreciation expenses as a result of the write-up tofair value of assets from the sale of our company to affiliates ofCastle Harlan and increased compensation expense and professionalservice fees attributable to public reporting requirements, partiallyoffset by cost savings initiatives.

Gain on Disposal of FixedAssets. During the thirty-nine weeks ended June 27, 2004, werecorded a gain of $4.8 million on the sale of our idle distributioncenter in Davisville, WV and one of our manufacturing facilities inParkersburg, WV.

Special Charges. Special charges of $0.8million for the period ended June 27, 2004 reflects non-capitalizabletransaction costs incurred in connection with our acquisition by anaffiliate of Castle Harlan.

Amortization of IntangibleAssets. During the thirty-nine weeks ended June 25, 2005, werecorded $1.3 million in amortization expense, as compared to $3.3million during the thirty-nine week period ended June 27, 2004. Thisdecrease was due to the acquisition by affiliates of Castle Harlan,which reflects a change in valuation and lives of the assets.

Interest Expense. Interest expense for thirty-nine weeksended June 25, 2005 increased $17.2 million to $24.8 million from $7.6million during the thirty-nine weeks ended June 27, 2004. The increasewas a result of increased debt in connection with the acquisition byaffiliates of Castle Harlan and the write off of $4.1 million ofdeferred financing fees as a result of the repayment of the Term Loan Bunder the Senior Secured Credit Facility in connection with theissuance of the Senior Floating Rate Notes.

Income TaxExpense. Income tax expense for the thirty-nine weeks ended June25, 2005 was $1.2 million, or approximately 30.7% of incomebefore taxes. Income tax expense for the thirty-nine weeks ended June27, 2004 was $13.9 million, or approximately 41.8% of incomebefore taxes. At the end of each interim reporting period, we estimatethe effective tax rate expected to be applicable for the full fiscalyear. The rate determined is used in providing for income taxes on ayear-to-date basis. The tax effect of significant unusual items isreflected in the period in which they occur. The decrease in theeffective tax rate was primarily due to a mixture of tax benefitdomestically combined with a tax expense in our Canadian and Irishsubsidiaries. Additionally, during the thirty-nine weeks ended June 27,2004, we incurred additional tax expense of $1.4 million due to alimitation of foreign tax credits related to our Canadian subsidiary,which resulted in a higher effective tax rate.

Liquidity andCapital Resources

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

Cash Flows

Cash provided byoperating activities for the thirty-nine weeks ended June 25, 2005 was$4.2 million, compared to a cash use of $14.3  million for theperiod ended June 27, 2004. During our first 

15

----

two quarters of the fiscal year, we typicallyuse our revolving loan facility to fund our seasonal build ofinventory, while in the third quarter we begin to pay down the revolveras cash is collected from customers and inventory levels decrease. Cashused in investing activities of $5.2 million for the thirty-nine weekperiods ended June 25, 2005 was due primarily to the purchase of fixedassets, partially offset by proceeds from the sale of fixed assets.Cash provided by investing activities of $0.6 million for thethirty-nine week period ended June 27, 2004 was driven by proceeds of$5.1 million from the sale of our idle distribution center inDavisville, WV and one of our manufacturing facilities in Parkersburg,WV, partially offset by the purchase of fixed assets. Cash provided byfinancing activities was $1.2 million and $12.6 million for thethirty-nine week periods ended June 25, 2005 and June 27, 2004,respectively. During the period ended June 25, 2005, the proceeds werethe result of the issuance of the Senior Floating Rate Notes, whichincluded the repayment of the Term Loan B under the Senior SecuredCredit Facility and the payment of debt issuance costs, partiallyoffset the repayments under the revolving credit facility. During theperiod ended June 25, 2004, the proceeds were due primarily to debtborrowings under revolving credit facility, partially offset byrepayments of long-term debt.

Debt and OtherObligations

Senior Secured Credit Facility

On June 28, 2004, we entered into a $215.0 million senior creditfacility with various banks, financial institutions and other lenders.The senior credit facility consisted of a $140.0 million term loan Bfacility, which would have matured on June 28, 2011, and a $75.0million revolving credit facility, which matures on June 28, 2010. OnJanuary 14, 2005, simultaneously with the completion of the offering ofthe Senior Floating Rate Notes referred to below, we repaid the termloan in full and entered into an amendment (the"Amendment") to the terms of the seniorcredit facility. As of June  25, 2005, we had a draw on therevolving portion of our senior credit facility of $2.9 million, with$1.6 million of letters of credit outstanding. At June 25, 2005, basedon the borrowing base calculation, the revolver limit was $75.0million, with $70.5 million available under the revolving creditfacility. The weighted average interest rate for the revolving creditfacility at June 25, 2005 was 8.0%.

The interest ratesapplicable to the senior credit facility as of June 25, 2005 (otherthan in respect of swing-line loans) were the Eurodollar Rate plus theApplicable Rate, or at our option, the Alternate Base Rate plus theApplicable Rate. The "Alternate Base Rate"means the higher of (i) the floating rate of interest announced fromtime to time by Bank of America N.A as its "primerate" or (ii) the Federal Funds rate plus 50 basis pointsper annum. The "Eurodollar Rate" means therate per annum equal to the rate determined by the administrative agentto be the offered rate that appears on the Telerate Screen thatdisplays an average British Bankers Association Interest SettlementRate for deposits in dollars. With respect to the revolving creditfacility (including swing line loans), the "ApplicableRate" means (i) until December 28, 2004, 3.00% perannum, in the case of Eurodollar Rate loans, and 2.00% perannum, in the case of Alternate Base Rate advances, and (ii)thereafter, a percentage per annum to be determined in accordance witha pricing grid based on the leverage ratio. With respect to the termloan B, the Applicable Rate means 2.75% per annum in the case ofa LIBOR-rate loan, and 1.75% per annum in the case of anAlternate Base Rate loan.

Certain customary fees are payable tothe lenders and the agents under the Senior Secured Credit Facility, asamended, including without limitation, a commitment for our revolvingcredit facility and letter of credit fees. The senior credit facilitycontains various affirmative and negative covenants customary forsimilar credit facilities (subject to customary exceptions and certainexisting obligations and liabilities), including, but not limited to,restrictions on: liens, loans, acquisitions, mergers, sales, transfers,dividends, distributions, changes in the nature of our business andtransactions with affiliates In addition, the Senior Secured CreditFacility, as amended, requires that the Company meet certain financialcovenant tests, including without limitation: the maintenance of aminimum EBITDA of $41.0 million and the maintenance of a minimum fixedcharge coverage ratio (defined as EBITDA less capitalexpenditures to cash taxes plus cash interest expense plusscheduled principal payments and prepayments plus dividendsand distributions on equity) of 1.00:1.00.

16

----

Pursuant to the Amendment, availabilityunder the senior credit facility is restricted to the lesser of $75.0million and the borrowing base amount, which is equal to (a) 85%of the amount of eligible receivables, plus (b) the lower of (i)55% of the cost or fair market value of eligible inventory and(ii) if an inventory appraisal has been performed, 80% of theorderly liquidation value of our inventory, plus (c) a percentage ofeligible equipment or real property determined by Bank of America,N.A., as administrative agent, and not objected to by the requiredlenders. In addition, the Senior Secured Credit Facility, as amended,requires that we meet certain financial covenant tests, includingwithout limitation, the maintenance of minimum EBITDA and minimum fixedcharge coverage ratio, as defined by the amended Credit Agreement.

As of June 25, 2005, we were in compliance with all of our financialcovenants. The senior secured credit facility contains customary eventsof default (subject to customary exceptions, thresholds and graceperiods), including, without limitation: nonpayment of principal,interest, fees and failure to perform or observe certain covenants.

Senior Subordinated Notes

On June 28, 2004, wecompleted a private offering of $150.0 million in aggregate principalamount at maturity of 10% Senior Subordinated Notes due July 15,2012. The Senior Subordinated Notes are fully and unconditionallyguaranteed by our parent, ATT Holding Co., on a senior subordinatedbasis. On August 10, 2004, we filed a registration statement withrespect to new notes having substantially identical terms as theoriginal notes, as part of an offer to exchange registered notes forthe privately issued original Senior Subordinated Notes. The new notesevidence the same debt as the original Senior Subordinated Notes, areentitled to the benefits of the indenture governing the original SeniorSubordinated Notes and are treated under the indenture as a singleclass with the original notes. The exchange offer was completed onNovember 24, 2004.

The Senior Subordinated Notes are unsecuredsenior subordinated obligations and rank behind all of our existing andfuture senior debt, including borrowings under the senior creditfacility, equally with any of our future senior subordinated debt,ahead of any of our future debt that expressly provides forsubordination to the Senior Subordinated Notes and effectively behindall of the existing and future liabilities of our subsidiaries,including trade payables.

We pay interest on the SeniorSubordinated Notes semi-annually in cash, in arrears, on January15 and July 15 at an annual rate of 10.0%. The indenturegoverning Senior Subordinated Notes contains various affirmative andnegative covenants, subject to a number of important limitations andexceptions, including but not limited to those limiting our ability andthe ability of our restricted subsidiaries, to borrow money, guaranteedebt or sell preferred stock, create liens, pay dividends on or redeemor repurchase stock, make certain investments, sell stock in ourrestricted subsidiaries, restrict dividends or other payments fromrestricted subsidiaries, enter into transactions with affiliates andsell assets or merge with other companies.

The indenturegoverning the Senior Subordinated Notes contains various events ofdefault, including but not limited to those related to non-payment ofprincipal, interest or fees; violations of certain covenants; certainbankruptcy-related events; invalidity of liens; non-payment of certainlegal judgments; and cross defaults with certain other indebtedness. Wemay redeem the Senior Subordinated Notes on or after July 15, 2008,except we may redeem up to 35% of the Senior Subordinated Notesprior to July 15, 2007 with the proceeds of one or more public equityofferings. We are required to redeem the Senior Subordinated Notesunder certain circumstances involving changes of control.

Senior Floating Rate Notes

On January 14, 2005,we completed a private offering of $150.0 million principal amount atmaturity of our Senior Floating Rate Notes due 2012, which was issuedat a 0.5% discount. Net proceeds for the offering were used torepay our term loan B in full, repay a portion of our revolving creditfacility and pay related fees and expenses. The Senior Floating RateNotes are fully and unconditionally guaranteed by our parent on asenior unsecured basis. On March 25, 2005 we filed a registrationstatement with respect to new notes having substantially identicalterms as the original 

17

----

notes, as part of an offer to exchangeregistered notes for the privately issued original Senior Floating RateNotes. The new notes evidence the same debt as the original SeniorFloating Rate Notes, are entitled to the benefits of the indenturegoverning the original Senior Floating Rate Notes and are treated underthe indenture as a single class with the original notes. The exchangeoffer was completed on May 23, 2005.

The Senior Floating RateNotes are unsecured, unsubordinated obligations and are effectivelysubordinated to all of our existing and future secured debt, to theextent of the assets securing such debt, including borrowings under thesenior secured credit facility, pari passu with all futuresenior unsecured indebtedness, senior in right of payment to allexisting and future senior subordinated debt, including our SeniorSubordinated Notes due 2012, and effectively behind all of the existingand future liabilities of our subsidiaries, including tradepayables.

We pay interest on the Senior Floating Rate Notesquarterly in cash, in arrears, on January 15, April 15, July 15 andOctober 15 at a rate per annum, reset quarterly, equal to LIBOR plus4.0%, starting on April 15, 2005. The indenture governing theSenior Floating Rate Notes contains various affirmative and negativecovenants, subject to a number of important limitations and exceptions,including but not limited to those limiting our ability and the abilityof our restricted subsidiaries to borrow money, guarantee debt or sellpreferred stock, create liens, pay dividends on or redeem or repurchasestock, make specified types of investments, sell stock in ourrestricted subsidiaries, restrict dividends or other payments fromrestricted subsidiaries, enter into transactions with affiliates andsell assets or merge with other companies.

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

OtherDebt

On July 19, 2005, we entered into a $2.7 million Term Note,Loan and Security Agreement and Subordination Agreement with a Lender.This note is payable on monthly installments over five years. Theinterest rate per annum is equal to 2.5% and secured by certaincollateral, which was agreed to by the Administrative Agent of theSenior Secured Credit Facility.

Interest RateSwaps

In connection with the offering of the Senior FloatingRate Notes, on January 11, 2005, we entered into interest rate swaps(the "Swaps") with Bank of America, N.A. andWachovia Bank, N.A to hedge variable interest rate debt. Pursuant tothe Swap with Bank of America, N.A., which becomes effective on January17, 2006, we will swap 3 month LIBOR rates for fixed interest rates of4.31% on a notional amount of $100 million for the period fromJanuary 17, 2006 through January 15, 2008, approximately $66.7 millionfor the period from January 15, 2008 to January 15, 2009 andapproximately $33.3 million for the period from January 15, 2009through January 15, 2010.

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

The interest rateswaps are accounted for in accordance with Statement of FinancialAccounting Standard ("SFAS") No. 133Accounting for Derivative Instruments and Hedging Activities, asamended by SFAS No. 138, Accounting for Certain DerivativeInstruments and Certain Hedging Activities and 

18

----

SFAS No. 149, Amendment of Statement 133on Derivative Instruments and Hedging Activities (collectively,"SFAS 133").  SFAS 133 establishesaccounting and reporting standards for derivative instruments andhedging activities.  SFAS 133 requires that all derivatives berecognized as either assets or liabilities at fair value.  As ofJune 25, 2005, the interest rates swaps were recorded as a liability of$1.3 million. The swaps are accounted for as cash flow hedges;therefore, we have recorded changes in fair value as a loss componentin accumulated other comprehensive income of $0.8 million, net ofdeferred tax benefit of $0.5 million.

TreasuryStock

Certain members of management own membership interests inCHATT Holdings LLC. CHATT Holdings LLC or CHAMES Holdings I LLC, amember of CHATT Holdings LLC, may, but are not required to, purchaseall or a portion of these units from management within 180 days oftheir departure from the Company. The value of the membership interestsrepurchased is determined jointly by the Board of Directors of CHATTHoldings LLC and a committee comprised of our senior management. As ofJune 25, 2005, CHATT Holdings LLC held units of CHATT Holdings LLCpurchased for $0.2 million, which was recorded as our Treasury Stockfor accounting purposes, and had the option to repurchase themembership interests of certain former management employees.

Recent Accounting Pronouncements

In November2004, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 151, Inventory Costs,an amendment of ARB No. 43 Chapter 4.  This Statement amendsthe guidance in ARB No. 43, Chapter 4, Inventory Pricing, toclarify the accounting for abnormal amounts of idle facility expense,freight, handling costs, and wasted material (spoilage). This Statementrequires that those items be recognized as current-period chargesregardless of whether they meet the criterion of "soabnormal," as defined in ARB No. 43.  In addition,this Statement requires that allocation of fixed production overheadsto the costs of conversion be based on the normal capacity of theproduction facilities.  This statement is effective for inventorycosts incurred during fiscal years beginning after June 15, 2005. Weare in the process of reviewing SFAS 151 and have not determined theeffects on the consolidated financial statements.

Item 3.    Quantitative and QualitativeDisclosures About Market Risk

The Company's cashflows and earnings are subject to fluctuations resulting from changesin interest rates, foreign currency exchange rates and raw materialcosts.  We manage our exposure to these market risks throughinternally established policies and procedures and, when deemedappropriate, through the use of derivative financial instruments. Ourpolicy does not allow speculation in derivative instruments for profitor execution of derivative instrument contracts for which there are nounderlying exposures.  We do not use financial instruments fortrading purposes and are not a party to any leveraged derivatives. We monitor our underlying market risk exposures on an ongoingbasis and believe that we can modify or adapt our hedging strategies asneeded.

Our primary market risk is interest rate exposure withrespect to our floating rate debt. The initial interest rate of theSenior Floating Rate Notes at June 25, 2005 was 7.14%. Inconnection with the offering of the Senior Floating Rate Notes, weentered into two interest rate swaps. These swaps effectively fix theinterest rate of the Senior Floating Rate Notes at notional amounts of$150.0 million for two years beginning January 15, 2006, subsequentlyamortizing at a rate of $50.0 million per year until the maturity in2010. See "Management's Discussion and Analysis ofFinancial Condition and Results of Operations—Debt and OtherObligations—Senior Floating Rate Notes" and"—Interest Rate Swaps." Until theinterest rate swaps are effective, a 100 bps change in interest rateswould impact us by $0.4 million for one fiscal quarter.

Weconduct foreign operations in Canada and Ireland and utilizeinternational suppliers and manufacturers. As a result, we are subjectto risk from changes in foreign exchange rates. These changes result incumulative translation adjustments, which are included in accumulatedother comprehensive income (loss). We do not consider the potentialloss resulting from a hypothetical 10% adverse change in quotedforeign currency exchange rates, as of June 25, 2005 to bematerial.

We purchase certain raw materials such as resin,steel, and wood that are subject to price volatility caused byunpredictable factors. Where possible, we employ fixed rate rawmaterial purchase 

19

----

contracts and customer price adjustments tohelp us to manage this risk. We do not currently use derivatives tomanage raw materials risk.

Item4.    Controls and Procedures

Under the supervisionand with the participation of management, including our principalexecutive officer and principal financial officer, we have evaluatedthe effectiveness of the design and operation of our disclosurecontrols and procedures as of the end of the period covered by thisreport, and based on their evaluation, the principal executive officerand principal financial officer have concluded that these controls andprocedures are effective. There were no changes in our internalcontrols that have materially affected or are reasonably likely tomaterially affect our internal control over financial reporting.

PART II. OTHER INFORMATION AND SIGNATURE

Item1.    Legal Proceedings

From approximately 1993through 1999, we manufactured and sold 647,000 wheelbarrows with polywheel hubs. Various claims were submitted, and lawsuits filed, torecover for injuries sustained while inflating tires on thesewheelbarrows. In 2002, we participated in a voluntary"fast track" recall of these wheelbarrowswith the Consumer Product Safety Commission. We again voluntarilyrecalled these wheelbarrows in June 2004 in cooperation with theConsumer Product Safety Commission. However, less than 1% of thetotal products sold were returned, leaving an unknown number inservice. To date, we have received 29 claims involving this product, ofwhich 25 claims have been resolved. Of the four remaining open claims,we have not been named as a defendant in any lawsuits. We haveinsurance coverage in place to cover potential claims against usrelated to these poly wheel hubs. It is possible that an adversefinding against us could exceed the limits of our coverage.

OnAugust 3, 2004, Jacuzzi Brands filed a complaint in the Court of CommonPleas of Cumberland County, Pennsylvania against us, our parent andseveral Castle Harlan and Wind Point entities. The complaint allegesthat, in connection with the acquisition of our parent by affiliates ofCastle Harlan, we failed to provide notice to Jacuzzi Brands and toobtain its consent to such acquisition, as allegedly required by theprovisions of a leasehold mortgage granted to Jacuzzi Brands on ourdistribution center in Carlisle, Pennsylvania. The complaint assertscauses of action against us for breach of contract, civil conspiracyand common law fraud. In the complaint, Jacuzzi Brands seeks anunspecified amount of damages, that a letter of credit be posted tosecure our remaining rental obligations under the lease for thedistribution center and other injunctive relief. Upon the filing of thecomplaint, Jacuzzi Brands moved for a preliminary injunction, which,following a hearing, the court denied by order dated August 23, 2004.We, our parent and the Castle Harlan defendants have since answered thecomplaint, and the Wind Point defendants filed preliminary objectionsseeking to dismiss the claims asserted against them. By order datedDecember 9, 2004, the court denied Wind Point's preliminaryobjections to the complaint. On January 6, 2005, Jacuzzi Brands servedinterrogatories and document demands upon all the defendants. Webelieve that the complaint is without merit and intend to continue tocontest the action vigorously.

We are involved in various otherclaims and legal actions that arise in the ordinary course of business.We do not believe that the ultimate resolution of any of these actionswill have a material adverse effect on our consolidated financialposition, results of operations, liquidity or capital resources.

Item 2.    Unregistered Sales of EquitySecurities and Use of Proceeds

|        |      |
|--------|------|
|   | None |

Item3.    Defaults Upon Senior Securities

|        |      |
|--------|------|
|   | None |

Item4.    Submission of Matters to a Vote of SecurityHolders

|        |      |
|--------|------|
|   | None |

20

----

Item 5.    OtherInformation

|        |      |
|--------|------|
|   | None |

Item 6.    Exhibits

|        |              |                                                                                                                                                  |
|--------|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Exhibit 31.1 | Certificationof Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14, AsAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |

|        |              |                                                                                                                                                      |
|--------|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Exhibit 31.2 | Certificationof Principal Financial Officer Pursuant to Rules 13a-14 and 15d-14, AsAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |

|        |              |                                                                                                                                                 |
|--------|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Exhibit 32.1 | Certificationof Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, AsAdopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002 |

|        |              |                                                                                                                                                    |
|--------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Exhibit 32.2 | Certificationof Principal Financial Officer Pursuant To 18 U.S.C. Section 1350, AsAdopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of2002 |

21

----

AMESTRUE TEMPER, INC.

SIGNATURE

Pursuantto the requirements of the Securities Exchange Act of 1934, theRegistrant has duly caused this report to be signed on its behalf bythe undersigned thereunto duly authorized.

|                     |  |                                                                                                                                                           |  |  |  |  |
|---------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|                |  | AMESTRUE TEMPER, INC.                                                                                                                                     |
| Date:August 8, 2005 |  | /s/ RichardDell                        |
|                |  | Richard Dell                                                                                                                                              |
|                |  | ChiefExecutive Officer                                                                                                                                    |
|                |  | (Principal ExecutiveOfficer                                                                                                                               |
|                |  | and AuthorizedSignatory)                                                                                                                                  |
| Date: August 8,2005 |  | /s/ Troy W.Bryce                                      |
|                |  | Troy W. Bryce                                                                                                                                             |
|                |  | ChiefAccounting Officer                                                                                                                                   |
|                |  | (Principal FinancialOfficer)                                                                                                                              |
|                     |

----

AMESTRUE TEMPER, INC.

EXHIBIT INDEX

|         |  |                                                                                                                                                      |  |  |  |  |
|---------|--|------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Exhibit |  | Description                                                                                                                                          |
| 31.1    |  | Certificationof Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14, AsAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act of2002      |
| 31.2    |  | Certification of PrincipalFinancial Officer Pursuant to Rules 13a-14 and 15d-14, As AdoptedPursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1    |  | Certification of Chief Executive Officer Pursuantto 18 U.S.C. Section  1350, As Adopted Pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002.    |
| 32.2    |  | Certification of Principal Financial OfficerPursuant to 18 U.S.C. Section  1350, As Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of2002. |
|         |

----