Delaware		58-2151061
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

311 Smith Industrial Boulevard, Dalton, Georgia		30721
(Address of principal executive offices)		(Zip Code)

				Page No.
Part I.    Financial Information
Item 1.    Financial Statements
Consolidated Statements of Operations – Thirteen Weeks and Thirty-Nine Weeks Ended October 27, 2001 and October 26, 2002				3
Consolidated Balance Sheets – As of January 26, 2002 and October 26, 2002				4
Consolidated Statements of Stockholder’s Equity – Thirty-Nine Weeks Ended October 26, 2002				5
Consolidated Statements of Cash Flows – Thirteen Weeks and Thirty-Nine Weeks Ended October 27, 2001 and October 26, 2002				6
Notes to Consolidated Financial Statements				7
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations				24
Item 3.    Quantitative and Qualitative Disclosures and Market Risk				31
Item 4.    Controls and Procedures				32
Part II.  Other Information
Item 1.    Legal Proceedings				32
Item 6.    Exhibits and Reports on Form 8-K				32
Signature				33
Certifications				34

		Thirteen Weeks Ended								Thirty-Nine Weeks Ended
		October 27, 2001				October 26, 2002				October 27, 2001			October 26, 2002
NET SALES		$	82,433			$	84,282			$	260,291		$	250,597
COST OF GOODS SOLD			54,997				57,425				167,096			162,644
SELLING, GENERAL & ADMINISTRATIVE EXPENSES			17,415				17,913				58,173			54,231
			72,412				75,338				225,269			216,875
OPERATING INCOME			10,021				8,944				35,022			33,722
MINORITY INTEREST IN INCOME (LOSS) OF SUBSIDIARY			(23	)			(1	)			45			5
EQUITY IN EARNINGS OF AFFILIATE			367				484				1,314			1,493
NET INTEREST EXPENSE			8,598				5,464				20,403			18,751
INCOME BEFORE INCOME TAXES			1,813				3,965				15,888			16,459
INCOME TAX EXPENSE			738				1,775				7,041			6,585
INCOME BEFORE CHANGE IN ACCOUNTING PRINCIPLE			1,075				2,190				8,847			9,874
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX			—				—				—			(2,009	)
NET INCOME		$	1,075			$	2,190			$	8,847		$	7,865

		January 26, 2002				October 26, 2002
ASSETS						(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents		$	6,234			$	10,681
Accounts receivable, net of allowance of $745 and $737 in fiscal 2001 and 2002, respectively			33,524				44,475
Inventories			31,834				37,827
Deferred tax assets			3,955				2,104
Prepaid expenses and other			1,667				2,282
Total current assets			77,214				97,369
PROPERTY, PLANT, AND EQUIPMENT, net			45,390				65,369
DEFERRED TAX ASSETS			3,876				3,116
GOODWILL			95,987				106,341
OTHER INTANGIBLE ASSETS, net			40,560				37,615
OTHER ASSETS			7,406				10,464
TOTAL ASSETS		$	270,433			$	320,274
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts payable		$	11,416			$	13,850
Accrued expenses			19,150				20,315
Current portion of long-term debt			4,787				1,194
Total current liabilities			35,353				35,359
OTHER LIABILITIES, including post-retirement benefit obligation			3,991				3,985
LONG-TERM DEBT, net of current portion			185,197				230,026
MINORITY INTEREST			310				315
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER’S EQUITY:
Common stock; $.01 par value per share, 1,000 shares authorized, issued, and outstanding in fiscal 2001 and 2002			—				—
Paid-in capital			72,648				72,648
Retained deficit			(26,108	)			(20,836	)
Accumulated other comprehensive loss			(958	)			(1,223	)
			45,582				50,589
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY		$	270,433			$	320,274

		Common Stock												Accumulated Other Comprehensive Income (Loss)
		Shares		Amount			Paid-in Capital			Retained Earnings (Deficit)				Foreign Currency Translation Adjustment				Minimum Pension Liability				Total
BALANCE, January 26, 2002		1,000		$	—		$	72,648		$	(26,108	)		$	(519	)		$	(439	)		$	45,582
Net income		—			—			—			7,865				—				—				7,865
Dividend to parent		—			—			—			(2,593	)			—				—				(2,593	)
Foreign currency translation adjustment		—			—			—			—				(265	)			—				(265	)
BALANCE, October 26, 2002		1,000		$	—		$	72,648		$	(20,836	)		$	(784	)		$	(439	)		$	50,589

		Thirty-Nine Weeks Ended
		October 27, 2001				October 26, 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	8,847			$	7,865
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and leasehold amortization			7,521				6,543
Amortization of other intangible assets			5,891				2,946
Amortization of deferred financing fees			819				3,757
Deferred income tax expense			1,958				3,842
Equity in earnings of affiliate			(1,314	)			(1,493	)
Minority interest in income of subsidiary			45				5
Cumulative effect of change in accounting principle, net of tax			—				2,009
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable			3,734				(10,951	)
Inventories			(1,089	)			(4,562	)
Accounts payable			(4,225	)			2,434
Accrued expenses			5,326				1,165
Other, net			(1,052	)			(1,336	)
Total adjustments			17,614