(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

PART I -

        Item 1.

        Item 2.

        Item 3.

        Item 4.

PART II -

        Item 6.

Signature

Exhibit Index

December 31,

2004

September 30,

2004

(in thousands, except

per share amounts)

Current assets:

Cash and cash equivalents

Accounts receivable, net

Inventories

Deferred income taxes

Prepaid expenses and other current assets

Total current assets

Property, plant and equipment, net

Goodwill

Intangible assets, net

Other assets

Total assets

Current liabilities:

Accounts payable

Current portion of long-term debt

Income taxes payable

Accrued payroll and employee benefits

Restructuring reserve

Accrued rebates

Accrued interest

Other current liabilities

Total current liabilities

Long-term debt

Senior subordinated notes

Deferred income taxes

Other liabilities

Total liabilities

Commitments and contingent liabilities

Stockholders’ equity:

Preferred stock, $0.01 par value; authorized 20,000 shares, no shares outstanding

Common stock, $0.01 par value; authorized 250,000 shares, 39,894 and 39,307 shares issued and outstanding at December 31, 2004 and September 30, 2004, respectively

Additional paid-in capital

Retained earnings

Accumulated other comprehensive income

Total stockholders’ equity

Total liabilities and stockholders’ equity

Net sales

Cost of sales

Gross profit

Selling, general and administrative expenses

Amortization of intangible assets

Total selling, general and administrative expenses

Operating income

Other income (expense):

Interest expense

Amortization of deferred financing fees

Other, net

Income before income taxes

Income taxes

Net income

Basic earnings per share

Diluted earnings per share

Weighted average shares outstanding:

Basic

Diluted

Balance at September 30, 2004

Comprehensive income:

Net income

Translation adjustment

Unrealized loss on derivative instruments

Total comprehensive income

Issuance of common stock from stock options exercised

Income tax benefit from stock options exercised

Issuance of common stock from employee stock purchase plan

Balance at December 31, 2004

Cash flows from operating activities:

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

Amortization of intangible assets

Amortization of deferred financing fees

(Gain)/loss on sales of property, plant and equipment

Provision for losses on doubtful receivables

Inventory provisions

Deferred income taxes

Tax benefit from issuance of stock under employee stock plan and stock options exercised

Changes in assets and liabilities, net of effects of businesses acquired:

Decrease in accounts receivable

Increase in inventories

(Increase)/decrease in prepaid expenses and other current assets

Decrease in accounts payable

Decrease in income taxes payable

Decrease in accrued payroll and employee benefits

Increase in accrued rebates

Decrease in restructuring reserve

Decrease in accrued interest

Decrease in other current liabilities

Net change in other assets and liabilities

Net cash provided by operating activities

Cash flows from investing activities:

Capital expenditures

Proceeds from sales of property, plant and equipment

Net payments for businesses acquired

Payments for intangibles

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from credit facility

Principal payments on credit facility

Proceeds from long-term debt