sv3za

0000950123-09-071235.txt : 20100216 0000950123-09-071235.hdr.sgml : 20100215 20091216160727 ACCESSION NUMBER: 0000950123-09-071235 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20091216 DATE AS OF CHANGE: 20091223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TB WOODS CORP CENTRAL INDEX KEY: 0001000227 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 251771145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-12 FILM NUMBER: 091244688 BUSINESS ADDRESS: STREET 1: 440 N FIFTH AVE CITY: CHAMBERSBURG STATE: PA ZIP: 17201 BUSINESS PHONE: 7172647161 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ENTERPRISES MPT CORP CENTRAL INDEX KEY: 0001242646 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-05 FILM NUMBER: 091244696 BUSINESS ADDRESS: STREET 1: 8730 STONY POINT PARKWAY CITY: RICHMOND STATE: VA ZIP: 23235 BUSINESS PHONE: 804-560-4070 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Altra Industrial Motion, Inc. CENTRAL INDEX KEY: 0001319916 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 300283143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-06 FILM NUMBER: 091244697 BUSINESS ADDRESS: STREET 1: 300 GRANITE STREET STREET 2: SUITE 201 CITY: BRAINTREE STATE: MA ZIP: 02184 BUSINESS PHONE: 781-917-0600 MAIL ADDRESS: STREET 1: 300 GRANITE STREET STREET 2: SUITE 201 CITY: BRAINTREE STATE: MA ZIP: 02184 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Formsprag LLC CENTRAL INDEX KEY: 0001321805 IRS NUMBER: 010712538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-01 FILM NUMBER: 091244692 BUSINESS ADDRESS: STREET 1: 23601 HOOVER ROAD CITY: WARREN STATE: MI ZIP: 48089 BUSINESS PHONE: 617.689.6380 MAIL ADDRESS: STREET 1: 23601 HOOVER ROAD CITY: WARREN STATE: MI ZIP: 48089 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Warner Electric LLC CENTRAL INDEX KEY: 0001321806 IRS NUMBER: 541967089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-08 FILM NUMBER: 091244684 BUSINESS ADDRESS: STREET 1: 449 GARDNER STREET CITY: SOUTH BELOIT STATE: IL ZIP: 61080 BUSINESS PHONE: 617.689.6380 MAIL ADDRESS: STREET 1: 449 GARDNER STREET CITY: SOUTH BELOIT STATE: IL ZIP: 61080 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Enterprises MPT Holdings, LLC CENTRAL INDEX KEY: 0001321808 IRS NUMBER: 522005171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-04 FILM NUMBER: 091244695 BUSINESS ADDRESS: STREET 1: C/O ALTRA INDUSTRIAL MOTION STREET 2: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 BUSINESS PHONE: 617.689.6380 MAIL ADDRESS: STREET 1: C/O ALTRA INDUSTRIAL MOTION STREET 2: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 FORMER COMPANY: FORMER CONFORMED NAME: American Enterprises MPT Holdings, L.P. DATE OF NAME CHANGE: 20050325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ameridrives International, LLC CENTRAL INDEX KEY: 0001321810 IRS NUMBER: 541826102 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-03 FILM NUMBER: 091244694 BUSINESS ADDRESS: STREET 1: 1802 PITTSBURGH AVENUE CITY: ERIE STATE: PA ZIP: 16502 BUSINESS PHONE: 617.689.6380 MAIL ADDRESS: STREET 1: 1802 PITTSBURGH AVENUE CITY: ERIE STATE: PA ZIP: 16502 FORMER COMPANY: FORMER CONFORMED NAME: Ameridrives International, L.P. DATE OF NAME CHANGE: 20050325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nuttall Gear, LLC CENTRAL INDEX KEY: 0001321813 IRS NUMBER: 541856788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-14 FILM NUMBER: 091244689 BUSINESS ADDRESS: STREET 1: 2221 NIAGARA FALLS BOULEVARD CITY: NIAGARA FALLS STATE: NY ZIP: 14302 BUSINESS PHONE: 617.689.6380 MAIL ADDRESS: STREET 1: 2221 NIAGARA FALLS BOULEVARD CITY: NIAGARA FALLS STATE: NY ZIP: 14302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Warner Electric International Holding, Inc. CENTRAL INDEX KEY: 0001321818 IRS NUMBER: 541967086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-09 FILM NUMBER: 091244685 BUSINESS ADDRESS: STREET 1: C/O ALTRA INDUSTRIAL MOTION STREET 2: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 BUSINESS PHONE: 617.689.6380 MAIL ADDRESS: STREET 1: C/O ALTRA INDUSTRIAL MOTION STREET 2: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Warner Electric Technology LLC CENTRAL INDEX KEY: 0001321819 IRS NUMBER: 541967086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-07 FILM NUMBER: 091244683 BUSINESS ADDRESS: STREET 1: C/O ALTRA INDUSTRIAL MOTION STREET 2: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 BUSINESS PHONE: 617.689.6380 MAIL ADDRESS: STREET 1: C/O ALTRA INDUSTRIAL MOTION STREET 2: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Boston Gear LLC CENTRAL INDEX KEY: 0001321880 IRS NUMBER: 113723980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-02 FILM NUMBER: 091244693 BUSINESS ADDRESS: STREET 1: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 BUSINESS PHONE: 617.689.6380 MAIL ADDRESS: STREET 1: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kilian Manufacturing CORP CENTRAL INDEX KEY: 0001321911 IRS NUMBER: 060933715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-15 FILM NUMBER: 091244690 BUSINESS ADDRESS: STREET 1: 1728 BURNET AVENUE STREET 2: PO BOX 6974 (13217) CITY: SYRACUSE STATE: NY ZIP: 13206 BUSINESS PHONE: 617.689.6380 MAIL ADDRESS: STREET 1: 1728 BURNET AVENUE STREET 2: PO BOX 6974 (13217) CITY: SYRACUSE STATE: NY ZIP: 13206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Inertia Dynamics, LLC CENTRAL INDEX KEY: 0001365458 IRS NUMBER: 204221420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-16 FILM NUMBER: 091244691 BUSINESS ADDRESS: STREET 1: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 BUSINESS PHONE: 617 328-3300 MAIL ADDRESS: STREET 1: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Altra Holdings, Inc. CENTRAL INDEX KEY: 0001374535 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 611478870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511 FILM NUMBER: 091244698 BUSINESS ADDRESS: STREET 1: 300 GRANITE STREET STREET 2: SUITE 201 CITY: BRAINTREE STATE: MA ZIP: 02184 BUSINESS PHONE: 781-917-0600 MAIL ADDRESS: STREET 1: 300 GRANITE STREET STREET 2: SUITE 201 CITY: BRAINTREE STATE: MA ZIP: 02184 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TB Wood's Enterprises, Inc. CENTRAL INDEX KEY: 0001398789 IRS NUMBER: 510393505 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-11 FILM NUMBER: 091244687 BUSINESS ADDRESS: STREET 1: C/O ALTRA MOTION, INC. STREET 2: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 BUSINESS PHONE: 617 689-6307 MAIL ADDRESS: STREET 1: C/O ALTRA MOTION, INC. STREET 2: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TB Wood's INC CENTRAL INDEX KEY: 0001398790 IRS NUMBER: 231232420 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-162511-10 FILM NUMBER: 091244686 BUSINESS ADDRESS: STREET 1: C/O ALTRA MOTION, INC. STREET 2: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 BUSINESS PHONE: 617 689-6307 MAIL ADDRESS: STREET 1: C/O ALTRA MOTION, INC. STREET 2: 14 HAYWARD STREET CITY: QUINCY STATE: MA ZIP: 02171 S-3/A 1 b77711a2sv3za.htm ALTRA HOLDINGS, INC. sv3za

As filed with the Securities and Exchange Commission on December 16, 2009.

Registration No. 333-162511

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-3/A

(AMENDMENT NO. 2)

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

ALTRA HOLDINGS, INC.

and certain subsidiaries identified in the “Table of Additional Registrants” below
(Exact Name of Registrant as Specified in Its Charter)


Delaware		61-1478870
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

300 Granite Street
Suite 201
Braintree, Massachusetts 02184
(781) 917-0600
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Glenn E. Deegan, Esquire
Vice President, Legal & Human Resources, General Counsel and Secretary
Altra Holdings, Inc.
300 Granite Street
Suite 201
Braintree, Massachusetts 02184
(781) 917-0600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copy to:
Robert J. Grammig, Esquire
Rodney H. Bell, Esquire
Holland & Knight LLP
701 Brickell Ave., Suite 3000
Miami, Florida 33131
(305) 374-8500

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller Reporting company o

TABLE OF ADDITIONAL REGISTRANTS

The following direct or indirect subsidiaries of the registrant may guarantee the debt securities issued hereunder and are co-registrants under this registration statement. The address, including zip code, and telephone number, including area code, for each of the co-registrants is c/o Altra Holdings, Inc., 300 Granite Street, Suite 201, Braintree, Massachusetts 02184, (781) 917-0600.


	Jurisdiction of Incorporation	I.R.S. Employer
Name of Co-Registrant	or Organization	Identification No.
Altra Industrial Motion, Inc.	Delaware	30-0283143
American Enterprises MPT Corp.	Delaware	52-2005169
American Enterprises MPT Holdings, LLC	Delaware	52-2005171
Ameridrives International, LLC	Delaware	52-1826102
Boston Gear LLC	Delaware	11-3723980
Formsprag LLC	Delaware	01-0712538
Inertia Dynamics LLC	Delaware	20-4221420
Kilian Manufacturing Corporation	Delaware	06-0933715
Nuttall Gear LLC	Delaware	54-1856788
TB Wood’s Corporation	Delaware	25-1771145
TB Wood’s Enterprises, Inc.	Delaware	51-0393505
TB Wood’s Incorporated	Pennsylvania	23-1232420
Warner Electric International Holding, Inc.	Delaware	54-1967086
Warner Electric LLC	Delaware	54-1967089
Warner Electric Technology LLC	Delaware	54-1967084

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note:

The sole purpose of this amendment is to amend the Exhibit Index and to file an amended version of Exhibit 5.1 to the registration statement. No other changes have been made to the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II, the Exhibit Index of the registration statement and Exhibit 5.1.

II-1

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, Altra Holdings, Inc., and the co-registrant, Altra Industrial Motion, Inc., certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on December 16, 2009.


	ALTRA HOLDINGS, INC. ALTRA INDUSTRIAL MOTION, INC.
	/s/ Carl R. Christenson
	By: Carl R. Christenson
	Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ Carl R. Christenson	President and Chief Executive Officer and Director	December 16, 2009

Carl R. Christenson		Date

*	Vice President, Chief Financial Officer and Treasurer	December 16, 2009

Christian Storch		Date

*	Vice President Finance, Corporate Controller and	December 16, 2009

Todd B. Patriacca	Assistant Treasurer	Date

*	Executive Chairman	December 16, 2009

Michael J. Hurt P.E.		Date

*	Director	December 16, 2009

Edmund M. Carpenter		Date

*	Director	December 16, 2009

Lyle G. Ganske		Date

*	Director	December 16, 2009

Michael S. Lipscomb		Date

*	Director	December 16, 2009

Larry McPherson		Date

II-3


*	Director	December 16, 2009

James H. Woodward Jr.		Date



*By:	/s/ Carl R. Christenson
	Carl R. Christenson
	Attorney-in-Fact

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants, as listed on the attached Schedule A, certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on December 16, 2009.


	On behalf of each Registrant listed on Schedule A hereto.
	/s/ Carl R. Christenson
	By: Carl R. Christenson
	Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ Carl R. Christenson	President and Director	December 16, 2009

Carl R. Christenson		Date

*	Chief Financial Officer, Treasurer and Director	December 16, 2009

Christian Storch		Date

*	Director	December 16, 2009

Glenn Deegan		Date



*By:	/s/ Carl R. Christenson
	Carl R. Christenson
	Attorney-in-Fact

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants, as listed on the attached Schedule B, certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on December 16, 2009.


	On behalf of each Registrant listed on Schedule B hereto.
	/s/ Carl R. Christenson
	By: Carl R. Christenson
	Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ Carl R. Christenson	President	December 16, 2009

Carl R. Christenson		Date

*	Chief Financial Officer and Treasurer	December 16, 2009

Christian Storch		Date

*	President of American Enterprises MPT Corp.,	December 16, 2009

Carl R. Christenson	as Sole Member	Date



*By:	/s/ Carl R. Christenson
	Carl R. Christenson
	Attorney-in-Fact

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants, as listed on the attached Schedule C, certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on December 16, 2009.


	On behalf of each Registrant listed on Schedule C hereto.
	/s/ Carl R. Christenson
	By: Carl R. Christenson
	Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ Carl R. Christenson	President	December 16, 2009

Carl R. Christenson		Date

*	Chief Financial Officer and Treasurer	December 16, 2009

Christian Storch		Date

*	Chief Executive Officer and President of Altra Industrial	December 16, 2009

Carl R. Christenson	Motion, Inc., as Sole Member	Date



*By:	/s/ Carl R. Christenson
	Carl R. Christenson
	Attorney-in-Fact

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants, as listed on the attached Schedule D, certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on December 16, 2009.


	On behalf of each Registrant listed on Schedule D hereto.
	/s/ Carl R. Christenson
	By: Carl R. Christenson
	Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ Carl R. Christenson	President and Director	December 16, 2009

Carl R. Christenson		Date

*	Chief Financial Officer, Treasurer and Director	December 16, 2009

Christian Storch		Date

*	Director	December 16, 2009

Edward L. Novotny		Date



*By:	/s/ Carl R. Christenson
	Carl R. Christenson
	Attorney-in-Fact

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Kilian Manufacturing Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on December 16, 2009.


	KILIAN MANUFACTURING CORPORATION
	/s/ Carl R. Christenson
	By: Carl R. Christenson
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ Carl R. Christenson	Chief Executive Officer and Director	December 16, 2009

Carl R. Christenson		Date

*	President and Director	December 16, 2009

William Duff		Date

*	Chief Financial Officer, Treasurer and Director	December 16, 2009

Christian Storch		Date



*By:	/s/ Carl R. Christenson
	Carl R. Christenson
	Attorney-in-Fact

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, TB Wood’s Enterprises, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on December 16, 2009.


	TB WOOD’S ENTERPRISES, INC.
	/s/ Carl R. Christenson
	By: Carl R. Christenson
	Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ Carl R. Christenson	President	December 16, 2009

Carl R. Christenson		Date

*	Chief Financial Officer and Treasurer	December 16, 2009

Christian Storch		Date

*	Director	December 16, 2009

Barry Crozier		Date

*	Director	December 16, 2009

Todd Patriacca		Date

*	Director	December 16, 2009

Glenn Deegan		Date

*	Director	December 16, 2009

Jonathan Kasdan		Date

*	Director	December 16, 2009

Bob Grenda		Date



*By:	/s/ Carl R. Christenson
	Carl R. Christenson
	Attorney-in-Fact

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Inertia Dynamics LLC, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Braintree, Massachusetts, on December 16, 2009.


	INERTIA DYNAMICS LLC
	/s/ Carl R. Christenson
	By: Carl R. Christenson
	Title:	Manager

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ Carl R. Christenson	Manager	December 16, 2009

Carl R. Christenson		Date

*	Manager	December 16, 2009

Christian Storch		Date



*By:	/s/ Carl R. Christenson
	Carl R. Christenson
	Attorney-in-Fact

II-11

SCHEDULE A

AMERICAN ENTERPRISES MPT CORP.

WARNER ELECTRIC INTERNATIONAL HOLDING, INC

II-12

SCHEDULE B

AMERICAN ENTERPRISES MPT HOLDINGS, LLC

AMERIDRIVES INTERNATIONAL, LLC

NUTTALL GEAR L L C

FORMSPRAG LLC

II-13

SCHEDULE C

BOSTON GEAR LLC

WARNER ELECTRIC LLC

WARNER ELECTRIC TECHNOLOGY LLC

II-14

SCHEDULE D

TB WOOD’S CORPORATION

TB WOOD’S INCORPORATED

II-15

EXHIBIT INDEX



Number		Description

1.1*		Form of Underwriting Agreement

3.1(1)		Second Amended and Restated Certificate of Incorporation of the Registrant

3.2(2)		Second Amended and Restated Bylaws of the Registrant

4.1(1)		Form of Common Stock Certificate

4.2**		Form of Indenture

4.3*		Form of Debt Securities

4.4*		Form of Warrant

4.5*		Form of Warrant Agreement

4.6*		Form of Purchase Contract

4.7*		Preferred Stock Certificate of Designation

4.8*		Depositary Agreement

4.9*		Form of Depositary Receipt

4.10*		Form of Unit Agreement

4.11*		Form of Unit Certificate

5.1		Legal Opinion of Holland & Knight LLP

12.1**		Computation of Ratio of Earnings to Fixed Charges

23.1**		Consent of Ernst & Young LLP

23.2**		Consent of Holland & Knight LLP (filed as part of Exhibit 5.1)

24.1**		Power of Attorney

25.1***		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Trustee under the Indenture


*		To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference in this Registration Statement.

**		Previously filed.

***		To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act at the time of an offering of debt securities.

(1)		Incorporated by reference to Altra Holdings, Inc.’s Registration Statement on Form S-1/A (File No. 333-137660) filed with the Securities and Exchange Commission on December 4, 2006.

(2)		Incorporated by reference to Altra Holdings, Inc.’s Current Report on form 8-K filed on October 27, 2008.

II-16

EX-5.1 2 b77711a2exv5w1.htm EX-5.1 LEGAL OPINION OF HOLLAND & KNIGHT LLP exv5w1

Exhibit 5.1

Holland & Knight LLP
701 Brickell Ave., Suite 3000
Miami, Florida 33131

December 16, 2009

Altra Holdings, Inc.
300 Granite Street
Suite 201
Braintree, Massachusetts 02184

Re: Altra Holdings, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Altra Holdings, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-3 to be filed on the date hereof by the Company (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the rules and regulations promulgated under the Act, of an unspecified amount of securities of the Company, consisting of: (i) shares of common stock of the Company, $0.001 par value per share (the “Common Stock”); (ii) shares of preferred stock of the Company, $0.001 par value per share, to be issued in one or more series (the “Preferred Stock”); (iii) debt securities (the “Debt Securities”) to be issued in one or more series under the indenture proposed to be entered into between the Company and a financial institution to be named therein, as trustee (the “Trustee”), the form of which is filed as an exhibit to the Registration Statement (the “Indenture”), and which may include guarantees of the Debt Securities (the “Guarantees”) by direct and indirect subsidiaries of the Company listed on Schedule 1 hereto (the “Guarantors”); (iv) warrants (the “Warrants”) to purchase Debt Securities, Common Stock, Preferred Stock or any combination of these securities as shall be designated by the Company at the time of the offering issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”) proposed to be entered into between the Company and warrant agents to be named (each, a “Warrant Agent”), (v) purchase contracts (the “Purchase Contracts”) which may be issued under one or more purchase contract agreements (each, a “Purchase Contract Agreement”) to be entered into between the Company and the purchase contract agent to be named therein (the “Purchase Contract Agent”); and (vi) units (the “Units”) to be issued under one or more unit agreements to be entered into among the Company, a bank or trust company, as unit agent (the “Unit Agent”), and the holders from time to time of the Units (each such unit agreement, a “Unit Agreement”). The Company may offer Depositary Shares (the “Depositary Shares”) representing interests in Preferred Stock deposited with a Depositary pursuant to one or more depository agreements (a “Depository Agreement”) and evidenced by Depositary Receipts, and such Depositary Shares are also covered by the Registration Statement. The Common Stock, Preferred Stock, Debt Securities, Guarantees, Warrants, Purchase Contracts, Units, and Depositary Shares are collectively referred to herein as the “Offered Securities.” The proposed maximum aggregate public offering price of the Offered Securities to be sold by the Company is $300,000,000, on terms to be determined at the time of the offering thereof.

This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

i. the Registration Statement;

ii. the form of the Indenture; and

iii. certain resolutions adopted by the board of directors of the Company (the “Board of Directors”) relating to the registration of the Offered Securities and related matters.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Guarantors, and such agreements and certificates of public officials, certificates of officers or other representatives of the Company, the Guarantors and others, and such other documents, as we have deemed necessary or appropriate as a basis for the opinions set forth below.

As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

The opinions expressed below are limited to the General Corporation Law of the State of Delaware, including all Delaware statutes, all Delaware court decisions and all provisions of the Delaware constitution that affect the interpretation of the General Corporation Law, and the federal laws of the United States except that with respect to any series of Debt Securities and any related Guarantees the opinions are also limited to the Laws of the State of New York (the “Applicable Law”). Therefore, we express no opinion concerning matters governed by the laws of any other jurisdictions or the effects of such laws upon the transactions of the type covered by the Registration Statement. The Offered Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.

Based upon and in reliance on the documents and representations referred to above and subject to the foregoing, we are of the opinion that:

1. With respect to any series of Common Stock to be offered by the Company pursuant to the Registration Statement (the “Offered Common Stock”), when: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Common Stock has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder; (iii) if the Offered Common Stock is to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Common Stock has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action (including obtaining stockholder approval, if necessary) to approve the issuance and terms of the Offered Common Stock and related matters; (v) the Offered Common Stock has been issued and delivered so as not to violate any Applicable Law, the Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), the Second Amended and Restated Bylaws (the “Bylaws”), or result in a default under or breach of any agreement or instrument binding upon the Company; and (vi) the certificates of the Offered Common Stock have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered to the purchasers thereof against payment in full therefor, then the Offered Common Stock, when issued and sold as contemplated in the Registration Statement and the appropriate prospectus supplement and in accordance with any applicable duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon conversion of any convertible Preferred Stock or convertible Debt Securities in accordance with their terms, or upon exercise of any Warrants in accordance with their terms, will have been duly authorized and validly issued and will be fully paid and non-assessable.

2. With respect to any series of Preferred Stock to be offered by the Company pursuant to the Registration Statement (the “Offered Preferred Stock”), when: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Preferred Stock has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder; (iii) if the Offered Preferred Stock is to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Preferred Stock has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action (including obtaining stockholder approval, if necessary) to approve the issuance and terms of the Offered Preferred Stock and related matters; (v) the Offered Preferred Stock has been issued and

delivered so as not to violate any Applicable Law, the Certificate of Incorporation, the Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company; (vi) a certificate of designation or certificate of amendment to the Certificate of Incorporation with respect to the Preferred Stock has been duly filed with the Secretary of State of Delaware; (vii) the certificates of Preferred Stock have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered to the purchasers thereof against payment in full therefor; and (viii) the Common Stock relating to such Offered Preferred Stock has been duly authorized for issuance, then the Offered Preferred Stock, when issued and sold as contemplated in the Registration Statement and the appropriate prospectus supplement and in accordance with any applicable duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon conversion of any convertible Debt Securities in accordance with their terms, or upon exercise of any Warrants in accordance with their terms, will have been duly authorized and validly issued and will be fully paid and non-assessable.

3. With respect to any series of Debt Securities and any related Guarantees to be offered by the Company or the Guarantors pursuant to the Registration Statement (the “Offered Debt Securities”), when: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act and the Indenture has been qualified under the Trust Indenture Act; (ii) an appropriate prospectus supplement with respect to any Offered Debt Securities has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder; (iii) if the Offered Debt Securities are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Debt Securities has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company and any Guarantors have taken all necessary corporate action (including obtaining stockholder approval, if necessary) to approve the issuance and terms of the Offered Debt Securities and related matters; (v) the Indenture and any supplemental indenture with respect to such Offered Debt Securities have been duly authorized, executed and delivered by each party thereto; (vi) the terms of the Offered Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Offered Debt Securities so as not to violate any Applicable Law, the Certificate of Incorporation or the Bylaws of the Company or any Guarantor, or result in a default under or breach of any agreement or instrument binding upon the Company or any Guarantor and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or any Guarantor; (vii) the Offered Debt Securities have been issued in a form that complies with the Indenture and have been duly executed and authenticated in accordance with the provisions of the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Offered Debt Securities and duly delivered to the purchasers thereof upon payment of the agreed-upon consideration therefor; and (viii) the Common Stock or the Preferred Stock relating to such Offered Debt Securities that are convertible have been duly authorized for issuance, then the Offered Debt Securities (including any Debt Securities duly issued upon conversion, exchange or exercise of any Debt Securities, Preferred Stock or Warrants), when issued and sold in accordance with the Indenture and any supplemental indenture to be entered into in connection with the issuance of such Debt Securities and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, will be valid and binding obligations of the Company and any Guarantor(s), enforceable against the Company and such Guarantor(s) in accordance with their respective terms.

4. With respect to any series of Warrants to be offered by the Company pursuant to the Registration Statement (the “Offered Warrants”), when: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Warrants has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder; (iii) if the Offered Warrants are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Warrants has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action (including obtaining stockholder approval, if necessary) to approve the issuance and terms of the Offered Warrants, the Warrant Agreement and related matters; (v) the applicable Warrant Agreement has been duly authorized, executed and delivered by each party thereto; (vi) the terms of the Offered Warrants and of their issuance and sale have been duly established in conformity with the applicable Warrant Agreement so as not to violate any Applicable Law, the Certificate of Incorporation or Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or

governmental body having jurisdiction over the Company by the Company and the applicable Warrant Agent; (vii) the Common Stock, the Preferred Stock or the Debt Securities relating to such Offered Warrants have been duly authorized for issuance; and (viii) the Offered Warrants have been duly executed, delivered, countersigned, issued and sold in accordance with the provisions of the applicable Warrant Agreement to be filed on a Current Report on Form 8-K in the manner contemplated in the Registration Statement or any prospectus supplement relating thereto, then the Offered Warrants, when issued and sold in accordance with the applicable Warrant Agreement and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

5. With respect to the Purchase Contracts to be offered by the Company pursuant to the Registration Statement (the “Offered Purchase Contracts”), when: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Purchased Contracts has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder; (iii) if the Offered Purchased Contracts are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Purchase Contracts has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action (including obtaining stockholder approval, if necessary) to approve the issuance and terms of the Offered Purchase Contracts, the Purchase Contract Agreement and related matters; (v) the Purchase Contract Agreement to be entered into in connection with the issuance of any Purchase Contracts has been duly executed and delivered by the Purchase Contract Agent and the Company; (vi) the specific terms of the Purchase Contracts have been duly authorized and established in accordance with the Purchase Contract Agreement; (vii) the Common Stock, the Preferred Stock or the Debt Securities relating to such Offered Purchase Contracts have been duly authorized for issuance; and (viii) the Offered Purchase Contracts have been duly authorized, executed, issued and delivered in accordance with the Purchase Contract Agreement and the applicable underwriting or other agreement against payment therefor, then the Offered Purchase Contracts, when issued and sold in accordance with the applicable Purchase Contract Agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

6. With respect to Units to be offered by the Company pursuant to the Registration Statement (the “Offered Units”), when: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Units has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder; (iii) if the Offered Units are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Units has been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action (including obtaining stockholder approval, if necessary) to approve the issuance and terms of the Offered Units, the Unit Agreement and related matters; (v) the Unit Agreement to be entered into in connection with the issuance of any Units has been duly executed and delivered by the Unit Agent and the Company; (vi) the specific terms of the Units have been duly authorized and established in accordance with the Unit Agreement; (vii) the Common Stock, the Preferred Stock, the Debt Securities, the Warrants, the Depositary Shares, or the Purchase Contracts relating to such Offered Units have been duly authorized for issuance; and (viii) the Offered Units have been duly authorized, executed, issued and delivered in accordance with the Unit Agreement and the applicable underwriting or other agreement against payment therefor, then the Offered Units, when issued and sold in accordance with the applicable Unit Agreement and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

7. With respect to Depositary Shares to be offered by the Company pursuant to the Registration Statement (the “Offered Depositary Shares”), when: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Act; (ii) an appropriate prospectus supplement with respect to the Offered Depositary Shares has been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder; (iii) if the Offered Depositary Shares are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Depositary Shares has

been duly authorized, executed and delivered by the Company and the other parties thereto; (iv) the Board of Directors, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action (including obtaining stockholder approval, if necessary) to approve the issuance and terms of the Offered Depositary Shares, the Depositary Agreement and related matters; (v) the Depositary Agreement to be entered into in connection with the issuance of any Depositary Shares has been duly executed and delivered by the Depositary and the Company; (vi) the specific terms of the Depositary Shares have been duly authorized and established in accordance with the Depositary Agreement; and (vii) the Offered Depositary Shares have been duly authorized, executed, issued and delivered in accordance with the Depositary Agreement and the applicable underwriting or other agreement against payment therefor, then the Offered Depositary Shares, when issued and sold in accordance with the applicable Depositary Agreement and the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding purchase or agency agreement, will have been duly authorized and validly issued and will be binding obligations of the Company, enforceable against the Company in accordance with their respective terms and the terms of the Depositary Agreement and will entitle the holders thereof to the rights specified in the Depositary Agreement.

In rendering the opinions set forth above, we have assumed that:

i. the consideration paid for any Offered Common Stock or Offered Preferred Stock will comply with Section 153(a) or (b) of the Delaware General Corporate Law or any successor provision;

ii. any certificate of designation in respect of any Offered Preferred Stock will be in conformity with the Certificate of Incorporation and Bylaws of the Company and with Applicable Law;

iii. after the issuance of the Offered Common Stock, the total number of issued shares of Common Stock, together with the total number of shares of Common Stock reserved for issuance upon the exercise, exchange or conversion, as the case may be, of any exercisable, exchangeable or convertible security, as the case may be, then outstanding, will not exceed the total number of authorized shares of Common Stock under the Company’s Certificate of Incorporation; and

iv. after the issuance of the Offered Preferred Stock, the total number of issued shares of Preferred Stock, together with the total number of shares of Preferred Stock reserved for issuance upon the exercise, exchange or conversion, as the case may be, of any exercisable, exchangeable or convertible security, as the case may be, then outstanding, will not exceed the total number of authorized shares of Preferred Stock under the Company’s Certificate of Incorporation.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus which forms a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in Applicable Law.


	Very truly yours,
	/s/ Holland & Knight LLP

SCHEDULE 1

Subsidiaries


		Jurisdiction of Incorporation
Name		or Organization
Altra Industrial Motion, Inc.		Delaware
American Enterprises MPT Corp.		Delaware
American Enterprises MPT Holdings, LLC		Delaware
Ameridrives International, LLC		Delaware
Boston Gear LLC		Delaware
Formsprag LLC		Delaware
Inertia Dynamics LLC		Delaware
Kilian Manufacturing Corporation		Delaware
Nuttall Gear LLC		Delaware
TB Wood’s Corporation		Delaware
TB Wood’s Enterprises, Inc.		Delaware
TB Wood’s Incorporated		Pennsylvania
Warner Electric International Holding, Inc.		Delaware
Warner Electric LLC		Delaware
Warner Electric Technology LLC		Delaware

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		Altra Holdings, Inc. 300 Granite Street, Ste 201 Braintree, MA 02184 Tel 781.917.0600 Fax 781.843.0709

December 16, 2009

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 4631
Washington, D.C. 20549
Attn: Dietrich King
Phone: (202) 551-3338

Re:

Altra Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed December 7, 2009
File No. 333-162511

Dear Mr. King:

With respect to the comment contained in the staff’s comment letter dated December 10, 2009, the response of Altra Holdings, Inc. (the “Company”) to such comment is set forth below. Simultaneously with the filing of this letter, we are filing Amendment No. 2 (“Amendment No. 2”) to the Registration Statement originally filed by the Company on October 15, 2009 and amended by Amendment No. 1 filed by the Company on December 7, 2009. A clean courtesy copy of Amendment No. 2, including exhibits, and a marked copy of Exhibit 5.1 showing the changes you have requested, have been sent to you via FedEx.

Exhibit 5.1 — Legality Opinion of Holland & Knight LLP

Comment: We note your response to comment 15 in our letter dated November 10, 2009 and counsel’s revised opinion. With respect to the depositary shares, counsel’s opinion provides that the shares will be validly issued but counsel’s opinion does not provide that the shares will entitle the holders thereof to the rights specified in the depositary agreement. Please have counsel revise its opinion to also provide that the shares will entitle the holders thereof to the rights specified in the depositary agreement.

The opinion of counsel with respect to the depositary shares has been revised to also provide that the depositary shares will entitle the holders thereof to the rights specified in the depositary agreement. Please see pages 4-5 of Exhibit 5.1 to Amendment No. 2.

Altra Industrial Motion • The Power of Experience

Boston Gear  •   Warner Electric  •  TB Wood’s  •   Formsprag Clutch  •  Stieber Clutch  •   Marland Clutch  •  Wichita Clutch
Industrial Clutch  •  Ameridrives Couplings   •  Nuttall Gear  •  Delroyd Worm Gear  •  Kilian Manufacturing  •    Inertia Dynamics
Matrix International  •  Twiflex Limited  •  Bibby Transmissions  •  Huco Dynatork  •  Warner Linear

Dietrich King
United States Securities and Exchange Commission
December 16, 2009
Page 2

Please contact us if you feel we have not answered your inquiry in full and advise us of any further actions on our behalf.


	Best regards, Altra Holdings, Inc.
	/s/ Glenn E. Deegan
	Name:	Glenn E. Deegan
	Title:	Vice President, Legal & Human Resources, General Counsel and Secretary