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 Twenty-Six Weeks Ended July 28, 2001 and July 27, 2002		3
		Consolidated Statements of Comprehensive Income—Thirteen Weeks and Twenty-Six Weeks Ended July 28, 2001 and July 27, 2002		4
		Consolidated Balance Sheets—As of January 26, 2002 and July 27, 2002		5
		Consolidated Statements of Cash Flows—Twenty-Six Weeks Ended July 28, 2001 and July 27, 2002		6
		Notes to Consolidated Financial Statements		7
		Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
		Item 3.     Quantitative and Qualitative Disclosures and Market Risk		30
		Item 4.    Controls and Procedures		30
Part II.		Other Information
		Item 1.    Legal Proceedings		31
		Item 2.    Changes in Securities and Use of Proceeds		31
		Item 3.    Default Upon Senior Securities		31
		Item 4.    Submission of Matters to a Vote of Security Holders		31
		Item 5.    Other Information		31
		Item 6.    Exhibits and Reports on Form 8-K		32
Signatures				33

		Thirteen Weeks Ended							Twenty-Six Weeks Ended
		July 28, 2001			July 27, 2002				July 28, 2001			July 27, 2002
NET SALES		$	100,566		$	99,899			$	177,858		$	166,316
COST OF GOODS SOLD			62,511			62,118				112,099			105,219
SELLING, GENERAL & ADMINISTRATIVE EXPENSES			20,460			18,962				40,758			36,317
			82,971			81,080				152,857			141,536
OPERATING INCOME			17,595			18,819				25,001			24,780
MINORITY INTEREST IN INCOME (LOSS) OF SUBSIDIARY			53			(10	)			68			6
EQUITY IN EARNINGS OF AFFILIATE			466			533				947			1,009
NET INTEREST EXPENSE			5,927			4,788				11,805			13,287
INCOME BEFORE INCOME TAXES			12,081			14,574				14,075			12,496
INCOME TAX EXPENSE			5,177			5,540				6,303			4,810
NET INCOME		$	6,904		$	9,034			$	7,772		$	7,686

		Thirteen Weeks Ended							Twenty-Six Weeks Ended
		July 28, 2001			July 27, 2002				July 28, 2001				July 27, 2002
NET INCOME		$	6,904		$	9,034			$	7,772			$	7,686
OTHER COMPREHENSIVE INCOME (LOSS):
Foreign Currency Translation Adjustments			22			(474	)			(144	)			(330	)
COMPREHENSIVE INCOME		$	6,926		$	8,560			$	7,628			$	7,356

		January 26, 2002				July 27, 2002
ASSETS							(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents		$	6,234			$	3,836
Accounts receivable, net of allowances of $745 and $787 in fiscal 2001 and 2002, respectively			33,524				55,309
Inventories			31,834				41,860
Deferred tax assets			3,955				2,277
Prepaid expenses and other			1,667				2,657
Total current assets			77,214				105,939
PROPERTY, PLANT, AND EQUIPMENT, net			45,390				65,299
DEFERRED TAX ASSETS			3,876				2,553
GOODWILL			95,987				109,621
OTHER INTANGIBLE ASSETS, net			40,560				38,602
OTHER ASSETS			7,406				10,994
TOTAL ASSETS		$	270,433			$	333,008
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Accounts payable		$	11,416			$	18,551
Accrued expenses			19,150				26,007
Current portion of long-term debt			4,787				1,099
Total current liabilities			35,353				45,657
OTHER LIABILITIES, including postretirement benefit obligation			3,991				3,993
LONG-TERM DEBT, net of current portion			185,197				232,243
MINORITY INTEREST			310				316
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	)			(20,561	)
Accumulated other comprehensive loss			(958	)			(1,288	)
			45,582				50,799
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY		$	270,433			$	333,008

		Twenty-Six Weeks Ended
		July 28, 2001				July 27, 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	7,772			$	7,686
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and leasehold amortization			4,997				4,122
Amortization of other intangible assets			3,928				1,958
Amortization of deferred financing fees			461				3,324
Deferred income tax expense			218				3,001
Equity in earnings of affiliate			(949	)			(1,009	)
Minority interest in income of subsidiary			68				6
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable			(13,099	)			(21,785	)
Inventories			(8,191	)			(8,595	)
Accounts payable			(1,628	)			7,135
Accrued expenses			9,679				6,857
Other, net			(445	)			(1,887	)
Total adjustments			(4,961	)			(6,873	)
Net cash provided by operating activities			2,811				813
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business			—				(35,127	)
Equity distribution from affiliate			787				971
Additions to property, plant, and equipment			(4,627	)			(3,522	)
Net cash used in investing activities			(3,840	)			(37,678	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from revolving credit facilities			7,000				—
Proceeds from issuance of long-term debt			31				175,000
Repayments of long-term debt			(3,769	)			(131,767	)
Cash dividends to parent			—				(2,139	)
Financing costs			—				(6,627	)
Net cash provided by financing activities			3,262				34,467