10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934

For the quarterly period ended September 28, 2008

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission File Number:       0-27618

Columbus McKinnon Corporation
(Exact name of registrant as specified in its charter)
New York	16-0547600
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
140 John James Audubon Parkway, Amherst, NY	14228-1197
(Address of principal executive offices)	(Zip code)
(716) 689-5400
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  : [X] Yes   []  No

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

Large accelerated filer  [  ]	Accelerated filer [X]
Non-accelerated filer  [  ]  (Do not check if a smaller reporting company)	Smaller Reporting Company [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ] Yes    [X] No

The number of shares of common stock outstanding as of October 31, 2008 was:  19,037,151 shares.

FORM 10-Q INDEX

COLUMBUS McKINNON CORPORATION

September 28, 2008

		Page #
Part I. Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed consolidated balance sheets – September 28, 2008 and March 31, 2008	2
	Condensed consolidated statements of operations and retained earnings - Three months  and six months ended September 28, 2008 and September 30, 2007	3
	Condensed consolidated statements of cash flows - Six months ended September 28, 2008 and September 30, 2007	4
	Condensed consolidated statements of comprehensive income (loss) - Three months  and six months ended September 28, 2008 and September 30, 2007	5
	Notes to condensed consolidated financial statements - September 28, 2008	6
Item 2.	Management's Discussion and Analysis of Results of Operations and Financial Condition	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
Part II. Other Information
Item 1.	Legal Proceedings – none.	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds – none.	24
Item 3.	Defaults upon Senior Securities – none.	24
Item 4.	Submission of Matters to a Vote of Security Holders	24
Item 5.	Other Information – none.	24
Item 6.	Exhibits	25

- 1 - -

Part I.     Financial Information

Item 1.     Condensed Consolidated Financial Statements (Unaudited)

COLUMBUS McKINNON CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 28,			March 31,
	2008			2008
ASSETS:	(In thousands)
Current assets:
Cash and cash equivalents	$	82,034		$	75,994
Trade accounts receivable		94,165			93,833
Inventories		89,232			84,286
Prepaid expenses		24,796			17,320
Current assets of discontinued operations		-			17,334
Total current assets		290,227			288,767
Property, plant, and equipment, net		52,973			53,420
Goodwill and other intangibles, net		186,450			187,376
Marketable securities		29,130			29,807
Deferred taxes on income		16,954			17,570
Other assets		6,724			8,094
Assets of discontinued operations		-			5,001
Total assets	$	582,458		$	590,035
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Notes payable to banks	$	17		$	36
Trade accounts payable		35,135			35,149
Accrued liabilities		53,996			52,265
Restructuring reserve		-			58
Current portion of long-term debt		327			326
Current liabilities of discontinued operations		-			24,955
Total current liabilities		89,475			112,789
Senior debt, less current portion		2,917			3,066
Subordinated debt		129,855			129,855
Other non-current liabilities		50,882			48,844
Total liabilities		273,129			294,554
Shareholders' equity
Common stock		190			189
Additional paid-in capital		180,181			178,457
Retained earnings		141,933			122,400
ESOP debt guarantee		(2,570	)		(2,824	)
Accumulated other comprehensive loss		(10,405	)		(2,741	)
Total shareholders' equity		309,329			295,481
Total liabilities and shareholders' equity	$	582,458		$	590,035

See accompanying notes to condensed consolidated financial statements.

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COLUMBUS McKINNON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

(UNAUDITED)

	Three Months Ended						Six Months Ended
	September 28,			September 30,			September 28,			September 30,
	2008			2007			2008			2007
	(In thousands, except per share data)
Net sales	$	154,680		$	144,977		$	305,844		$	286,427
Cost of products sold		109,108			99,681			211,747			197,799
Gross profit		45,572			45,296			94,097			88,628
Selling expenses		17,164			16,882			35,366			32,426
General and administrative expenses		9,446			8,311			19,347			16,588
Restructuring charges		155			394			155			402
Amortization of intangibles		29			25			56			53
		26,794			25,612			54,924			49,469
Income from operations		18,778			19,684			39,173			39,159
Interest and debt expense		3,132			3,369			6,325			7,329
Cost of bond redemptions		-			1,443			-			1,443
Investment loss (income)		114			(257	)		(177	)		(551	)
Other (income) and expense, net		(872	)		(439	)		(1,644	)		(1,378	)
Income before income tax expense		16,404			15,568			34,669			32,316
Income tax expense		5,897			5,698			12,396			11,992
Income from continuing operations		10,507			9,870			22,273			20,324
Income (loss) from discontinued operations (net of tax benefit)		130			(417	)		(1,966	)		(1,351	)
Net income		10,637			9,453			20,307			18,973
Retained earnings - beginning of period		131,296			94,571			122,400			85,237
Change in accounting principle (note 11)		-			-			(774	)		(186	)
Retained earnings - end of period	$	141,933		$	104,024		$	141,933		$	104,024
Basic income per share:
Income from continuing operations	$	0.55		$	0.53		$	1.18		$	1.09
Income (loss) from discontinued operations		0.01			(0.02	)		(0.10	)		(0.07	)
Net income	$	0.56		$	0.51		$	1.08		$	1.02
Diluted income per share:
Income from continuing operations	$	0.54		$	0.51		$	1.16		$	1.06
Income (loss) from discontinued operations		0.01			(0.02	)		(0.10	)		(0.07	)
Net income	$	0.55		$	0.49		$	1.06		$	0.99

See accompanying notes to condensed consolidated financial statements.

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 COLUMBUS McKINNON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended
	September 28,			September 30,
	2008			2007
	(In thousands)
OPERATING ACTIVITIES:
Net income	$	20,307		$	18,973
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations		1,966			1,351
Depreciation and amortization		4,512			4,057
Deferred income taxes		8,016			10,115
Gain on sale of real estate/investments		(649	)		(333	)
Loss on early retirement of bonds		-			1,106
Stock-based compensation		974			395
Amortization/write-off of deferred financing costs		266			643
Changes in operating assets and liabilities net of effects of business divestitures:
Trade accounts receivable		(584	)		603
Inventories		(5,301	)		(12,146	)
Prepaid expenses		(837	)		1,203
Other assets		1,042			(981	)
Trade accounts payable		88			2,643
Accrued and non-current liabilities		1,443			(108	)
Net cash provided by operating activities from continuing operations		31,243			27,521
Net cash used by operating activities from discontinued operations		(2,214	)		(3,637	)
Net cash provided by operating activities		29,029			23,884
INVESTING ACTIVITIES:
Proceeds from sale of marketable securities		313			12,776
Purchases of marketable securities		(999	)		(13,487	)
Capital expenditures		(5,014	)		(4,954	)
Proceeds from sale of assets		1,269			5,454
Net cash used by investing activities from continuing operations		(4,431	)		(211	)
Net cash provided by investing activities from discontinued operations		265			253
Net cash (used) provided by investing activities		(4,166	)		42
FINANCING ACTIVITIES:
Proceeds from exercise of stock options		391			1,061
Net payments under revolving line-of-credit agreements		(19	)		(777	)
Repayment of debt		(125	)		(23,326	)
Other		441			281
Net cash provided (used) by financing activities from continuing operations		688			(22,761	)
Net cash (used) provided by financing activities from discontinued operations		(14,612	)		780
Net cash used by financing activities		(13,924	)		(21,981	)
Effect of exchange rate changes on cash		(4,899	)		3,028
Net change in cash and cash equivalents		6,040			4,973
Cash and cash equivalents at beginning of year		75,994			48,655
Cash and cash equivalents at end of year	$	82,034		$	53,628

See accompanying notes to condensed consolidated financial statements.

- 4 - -

COLUMBUS McKINNON CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	Three Months Ended						Six Months Ended
	September 28,			September 30,			September 28,			September 30,
	2008			2007			2008			2007
	(In thousands)
Net income	$	10,637		$	9,453		$	20,307		$	18,973
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		(7,638	)		3,738			(6,691	)		5,375
Unrealized (loss) gain on investments:
Unrealized holding (loss) gain arising during the period		(1,157	)		106			(1,363	)		107
Reclassification adjustment for loss (gain) included in net income		388			(1	)		390			(45	)
		(769	)		105			(973	)		62
Total other comprehensive (loss) income		(8,407	)		3,843			(7,664	)		5,437
Comprehensive income	$	2,230		$	13,296		$	12,643		$	24,410

See accompanying notes to condensed consolidated financial statements.

- 5 - -

COLUMBUS McKINNON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except share data)

September 28, 2008

1.Description of Business

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of Columbus McKinnon Corporation (the Company) at September 28, 2008 and the results of its operations and its cash flows for the three and six-month periods ended September 28, 2008 and September 30, 2007, have been included. Results for the period ended September 28, 2008 are not necessarily indicative of the results that may be expected for the year ended March 31, 2009. The balance sheet at March 31, 2008 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Columbus McKinnon Corporation annual report on Form 10-K for the year ended March 31, 2008.

The Company is a leading manufacturer and marketer of material handling products, systems and services which lift, secure, position and move material ergonomically, safely, precisely and efficiently. Key products include hoists, cranes, chain and forged attachments. The Company’s products are sold, domestically and internationally, principally to third party distributors through diverse distribution channels, and to a lesser extent directly to manufacturers and other end-users.

2.Discontinued  Operations

As part of its continuing evaluation of its businesses, the Company determined that its integrated material handling conveyor systems business (Univeyor A/S) no longer provided a strategic fit with its long-term growth and operational objectives. On July 25, 2008, the Company completed the sale of Univeyor A/S, which business represented the majority of the Solutions segment. In accordance with the provisions of Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” the results of operations of the Univeyor business have been classified as discontinued operations in the condensed, consolidated balance sheets, statements of operations and statements of cash flows presented herein.  Income from discontinued operations presented herein also includes payments received on a note receivable related to our fiscal 2002 disposal of Automatic Systems, Inc. Due to the uncertainty surrounding the financial viability of the debtor, the note has been recorded at the estimated net realizable value of $0.

Summarized statements of operations for discontinued operations:

	Three Months Ended					Six Months Ended
	September 28,		September 30,			September 28,			September 30,
	2008		2007			2008			2007
Net sales	$	-	$	6,433		$	8,982		$	13,093
Income (loss) before income tax expense (benefit)		218		(496	)		(1,223	)		(1,693	)
Income tax expense (benefit)		88		(79	)		163			(342	)
Income (loss) from operations, net of tax expense (benefit)		130		(417	)		(1,386	)		(1,351	)
Loss on sale of discontinued operations		-		-			(14,627	)		-
Income (loss) from discontinued operations		130		(417	)		(16,013	)		(1,351	)
Tax benefit from sale		-		-			14,047			-
Income (loss) from discontinued operations, net of tax expense (benefit)	$	130	$	(417	)	$	(1,966	)	$	(1,351	)

- 6 - -

In connection with the sale of Univeyor A/S on July 25, 2008, the Company used cash on hand to repay $15,191 in amounts outstanding on Univeyor’s lines of credit and fixed term bank debt.

Prior to the disposal of Univeyor A/S, during the past year as part of Univeyor’s ongoing business, the Company had provided performance guarantees to certain customers and a third party for the satisfactory completion of contracts to design, manufacture and install its integrated material handling conveyor systems. Pursuant to the terms of the share purchase agreement, the Company has agreed to continue to provide performance guarantees on certain pre-existing contracts totaling approximately $9,200 as of September 28, 2008 based on current exchange rates. Approximately $5,000 of these guarantees is expected to expire by the end of fiscal 2009 unless released by the third parties prior thereto, with the remaining guarantees expiring at various times during 2010 through fiscal 2012. Historically, none of Univeyor’s customers has ever made a claim against either Univeyor A/S or the Company for indemnification on the performance guarantees. The terms of the share purchase agreement provide that the purchaser indemnify the Company for and hold it harmless against any loss, liability, or claim arising from the guarantees after the date of sale. However, as a result of the global credit crisis, liquidity has become an area of growing concern as it affects Univeyor, the purchaser and the purchaser’s affiliated companies. Performance under these guarantees is dependent upon Univeyor’s ability to generate sufficient cash flow and secure performance bonds for future projects. Accordingly, the Company’s potential loss under these guarantees, if any, cannot be reasonably estimated at this time, and no liability has been recorded in the accompanying condensed consolidated balance sheets relating to these guarantees.

3.Fair Value Measurements

Beginning in fiscal year 2009, the Company adopted the provisions of SFAS No. 157, “Fair Value Measurements,” (“SFAS 157”) for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value on a recurring basis (at least annually). Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the "exit price") in an orderly transaction between market participants at the measurement date. The adoption of SFAS No. 157 did not have a material impact on our consolidated financial position or results of operations.

SFAS No. 157 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is separated into three levels based on the reliability of inputs as follows:

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.  Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly, involving some degree of judgment.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

- 7 - -

The availability of observable inputs can vary from asset/liability to asset/liability and is affected by a wide variety of factors, including, the type of asset/liability, whether the asset/liability is established in the marketplace, and other characteristics particular to the transaction.  To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair  value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market participants would use in pricing the asset or liability at the measurement date.

The following table provides information regarding financial assets and liabilities measured at fair value on a recurring basis:

			Fair value measurements at reporting date using
Description	At September 28, 2008		Quoted prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Assets:
Marketable securities	$	29,130	$	29,130	$	-	$	-

As of September 28, 2008, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value on a recurring basis.

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company did not elect to implement the fair value options allowed under this standard.

4.Inventories

Inventories consisted of the following:

	September 28,			March 31,
	2008			2008
At cost - FIFO basis:
Raw materials	$	47,062		$	44,594
Work-in-process		12,483			10,454
Finished goods		47,472			44,102
		107,017			99,150
LIFO cost less than FIFO cost		(17,785	)		(14,864	)
Net inventories	$	89,232		$	84,286

An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must necessarily be based on management's estimates of expected year-end inventory levels and costs. Because these are subject to many forces beyond management's control, interim results are subject to the final year-end LIFO inventory valuation.

- 8 - -

5.Net Periodic Benefit Cost

The following table sets forth the components of net periodic pension cost for the Company’s defined benefit pension plans:

	Three Months Ended						Six Months Ended
	September 28,			September 30,			September 28,			September 30,
	2008			2007			2008			2007
Service costs	$	1,105		$	1,094		$	2,211		$	2,188
Interest cost		2,206			2,019			4,412			4,038
Expected return on plan assets		(2,299	)		(2,043	)		(4,598	)		(4,086	)
Net amortization		295			450			589			900
Net periodic pension cost	$	1,307		$	1,520		$	2,614		$	3,040

The following table sets forth the components of net periodic postretirement benefit cost for the Company’s defined benefit postretirement plans:

	Three Months Ended				Six Months Ended
	September 28,		September 30,		September 28,		September 30,
	2008		2007		2008		2007
Service costs	$	1	$	1	$	2	$	2
Interest cost		167		146		334		292
Amortization of plan net losses		116		96		231		192
Net periodic postretirement cost	$	284	$	243	$	567	$	486

For additional information on the Company’s defined benefit pension and postretirement benefit plans, refer to Note 11 in the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended March 31, 2008.

6.Income Taxes

Income tax expense as a percentage of income from continuing operations before income tax expense was 35.9%, 36.6%, 35.8%, and 37.1% in the fiscal 2009 and 2008 quarters and the six-month periods then ended, respectively. The percentages vary from the U.S. statutory rate due to varying effective tax rates at our foreign subsidiaries, and the jurisdictional mix of taxable income forecasted for these subsidiaries.

7.Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended				Six Months Ended
	September 28,		September 30,		September 28,		September 30,
	2008		2007		2008		2007
Numerator for basic and diluted earnings per share:
Net income	$	10,637	$	9,453	$	20,307	$	18,973
Denominators:
Weighted-average common stock outstanding -denominator for basic EPS		18,857		18,717		18,838		18,677
Effect of dilutive employee stock options and awards		341		426		372		438
Adjusted weighted-average common stock outstanding and assumed conversions – denominator for diluted EPS		19,198		19,143		19,210		19,115

- 9 - -

During the first six months of fiscal 2009, a total of 40,750 shares of stock were issued upon the exercising of stock options related to the Company’s stock option plans, and 13,863 shares of stock were issued under the Company’s Long Term Incentive Plan to the Company’s non-executive directors as part of their annual compensation.

8.Business Segment Information

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” establishes the standards for reporting information about operating segments in financial statements.  Historically the Company had two operating and reportable segments, Products and Solutions.  The Solutions segment engaged primarily in the design, fabrication and installation of integrated material handling conveyor systems and service and in the design and manufacture of tire shredders, lift tables and light-rail systems.  In the first quarter of fiscal 2009, the Company re-evaluated its operating and reportable segments in connection with the discontinuation of its integrated material handling conveyor systems and service business. With this divestiture, and in consideration of the quantitative contribution of the remaining portions of the Solutions segment to the Company as a whole and our products-orientated strategic growth initiatives, the Company determined that it now has only one operating and reportable segment for both internal and external reporting purposes. Prior period financial information included herein has been restated to reflect the financial position and results of operations as one segment.

9.Summary Financial Information

The following information sets forth the condensed consolidating summary financial information of the parent and guarantors, which guarantee the 8 7/8% Senior Subordinated Notes, and the nonguarantors. The guarantors are wholly owned and the guarantees are full, unconditional, joint and several.

	Parent		Guarantors			Non Guarantors			Eliminations			Consolidated
As of September 28, 2008
Current assets:
Cash and cash equivalents	$	12,311	$	43		$	69,680		$	—		$	82,034
Trade accounts receivable		65,365		—			28,800			—			94,165
Inventories		37,139		19,843			34,615			(2,365	)		89,232
Other current assets		13,833		820			10,143			—			24,796
Total current assets		128,648		20,706			143,238			(2,365	)		290,227
Property, plant, and equipment, net		26,354		11,751			14,868			—			52,973
Goodwill and other intangibles, net		89,014		57,032			40,404			—			186,450
Intercompany		63,430		(52,736	)		(82,701	)		72,007			—
Other assets		61,978		194,881			30,571			(234,622	)		52,808
Total assets	$	369,424	$	231,634		$	146,380		$	(164,980	)	$	582,458
Current liabilities		43,261		17,689			31,772			(3,247	)		89,475
Long-term debt, less current portion		129,855		2,709			208			—			132,772
Other non-current liabilities		12,911		10,577			27,394			—			50,882
Total liabilities		186,027		30,975			59,374			(3,247	)		273,129
Shareholders' equity		183,397		200,659			87,006			(161,733	)		309,329
Total liabilities and shareholders' equity	$	369,424	$	231,634		$	146,380		$	(164,980	)	$	582,458

- 10 - -

	Parent			Guarantors			Non Guarantors			Eliminations			Consolidated
For the Six Months Ended September 28, 2008
Net sales	$	155,392		$	85,901		$	87,368		$	(22,817	)	$	305,844
Cost of products sold		114,114			64,984			55,466			(22,817	)		211,747
Gross profit		41,278			20,917			31,902			—			94,097
Selling, general and administrative expenses		25,347			10,030			19,336			—			54,713
Restructuring charges		155			—			—			—			155
Amortization of intangibles		54			2			—			—			56
		25,556			10,032			19,336			—			54,924
Income from operations		15,722			10,885			12,566			—			39,173
Interest and debt expense		5,478			828			19			—			6,325
Other (income) and expense, net		(577	)		(942	)		(302	)		—			(1,821	)
Income before income tax expense		10,821			10,999			12,849			—			34,669
Income tax expense		4,590			4,279			3,527			—			12,396
Income from continuing operations		6,231			6,720			9,322			—			22,273
Income (loss) from discontinued operations		265			—			(2,231	)		—			(1,966	)
Net income	$	6,496		$	6,720		$	7,091		$	—		$	20,307

For the Six Months Ended September 28, 2008
Operating activities:
Net cash provided (used) by operating activities from continuing operations	$	19,725		$	(6	)	$	11,524		$	—	$	31,243
Net cash provided (used) by operating activities from discontinued operations		4			—			(2,218	)		—		(2,214	)
Net cash provided (used) by operating activities		19,729			(6	)		9,306			—		29,029
Investing activities:
Purchase of marketable securities, net		—			—			(686	)		—		(686	)
Capital expenditures		(2,124	)		(903	)		(1,987	)		—		(5,014	)
Proceeds from sale of assets		—			1,269			—			—		1,269
Net cash (used) provided by investing activities from continuing operations		(2,124	)		366			(2,673	)		—		(4,431	)
Net cash provided by investing activities from discontinued operations		265			—			—			—		265
Net cash (used) provided by investing activities		(1,859	)		366			(2,673	)		—		(4,166	)
Financing activities:
Proceeds from stock options exercised		391			—			—			—		391
Net (payments) borrowings under revolving       line-of-credit agreements		(23,000	)		—			22,981			—		(19	)
Repayment of debt		—			(93	)		(32	)		—		(125	)
Other		441			—			—			—		441
Net cash (used) provided by financing activities from continuing operations		(22,168	)		(93	)		22,949			—		688
Net cash (used) provided by financing activities from discontinued operations		(15,191	)		—			579			—		(14,612	)
Net cash (used) provided by financing activities		(37,359	)		(93	)		23,528			—		(13,924	)
Effect of exchange rate changes on cash		—			117			(5,016	)		—		(4,899	)
Net change in cash and cash equivalents		(19,489	)		384			25,145			—		6,040
Cash and cash equivalents at beginning of period		31,800			(341	)		44,535			—		75,994
Cash and cash equivalents at end of period	$	12,311		$	43		$	69,680		$	—	$	82,034

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	Parent		Guarantors			Non Guarantors			Eliminations			Consolidated
As of March 31, 2008
Current assets:
Cash and cash equivalents	$	31,800	$	(341	)	$	44,535		$	—		$	75,994
Trade accounts receivable		62,992		—			30,841			—			93,833
Inventories		35,375		18,797			32,479			(2,365	)		84,286
Other current assets		8,264		1,025			8,031			—			17,320
Current assets of discontinued operations		—		—			17,334			—			17,334
Total current assets		138,431		19,481			133,220			(2,365	)		288,767
Property, plant, and equipment, net		26,834		11,916			14,670			—			53,420
Goodwill and other intangibles, net		89,008		57,034			41,334			—			187,376
Intercompany		50,555		(59,869	)		(64,821	)		74,135			—
Other assets		79,909		194,783			30,636			(249,857	)		55,471
Assets of discontinued operations		—		—			5,001			—			5,001
Total assets	$	384,737	$	223,345		$	160,040		$	(178,087	)	$	590,035
Current liabilities of continuous operations	$	42,714	$	15,951		$	30,288		$	(1,119	)	$	87,834
Current liabilities of discontinued operations		—		—			24,955			—			24,955
Current liabilities		42,714		15,951			55,243			(1,119	)		112,789
Long-term debt, less current portion		129,855		2,815			251			—			132,921
Other non-current liabilities		12,312		10,757			25,775			—			48,844
Total liabilities		184,881		29,523			81,269			(1,119	)		294,554
Shareholders' equity		199,856		193,822			78,771			(176,968	)		295,481
Total liabilities and shareholders' equity	$	384,737	$	223,345		$	160,040		$	(178,087	)	$	590,035

For the Six Months Ended September 30, 2007
Net sales	$	145,976	$	85,899		$	74,469		$	(19,917	)	$	286,427
Cost of products sold		106,731		63,341			47,644			(19,917	)		197,799
Gross profit		39,245		22,558			26,825			—			88,628
Selling, general and administrative expenses		23,074		8,657			17,283			—			49,014
Restructuring charges		402		—			—			—			402
Amortization of intangibles		51		2			—			—			53
		23,527		8,659			17,283			—			49,469
Income from operations		15,718		13,899			9,542			—			39,159
Interest and debt expense		5,228		2,037			64			—			7,329
Other (income) and expense, net		806		(227	)		(1,065	)		—			(486	)
Income before income tax expense		9,684		12,089			10,543			—			32,316
Income tax expense		4,083		4,901			3,008			—			11,992
Income from continuing operations		5,601		7,188			7,535			—			20,324
Income (loss) from discontinued operations		278		—			(1,629	)		—			(1,351	)
Net income	$	5,879	$	7,188		$	5,906		$	—		$	18,973

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	Parent			Guarantors			Non Guarantors			Eliminations		Consolidated
For the Six Months Ended September 30, 2007
Operating activities:
Net cash provided (used) by operating activities from continuing operations	$	26,428		$	(4,675	)	$	5,768		$	—	$	27,521
Net cash used by operating activities from discontinued operations		—			—			(3,637	)		—		(3,637	)
Net cash provided (used) by operating activities		26,428			(4,675	)		2,131			—		23,884
Investing activities:
Purchases of marketable securities, net		—			—			(711	)		—		(711	)
Capital expenditures		(2,965	)		(1,071	)		(918	)		—		(4,954	)
Proceeds from sale of assets		—			5,454			—			—		5,454
Net cash (used) provided by investing activities from continuing operations		(2,965	)		4,383			(1,629	)		—		(211	)
Net cash provided (used) by investing activities from discontinued operations		278			—			(25	)		—		253
Net cash (used) provided by investing activities		(2,687	)		4,383			(1,654	)		—		42
Financing activities:
Proceeds from stock options exercised		1,061			—			—			—		1,061
Net payments under revolving line-of-creditagreements		—			—			(777	)		—		(777	)
(Repayment) borrowings of debt		(23,481	)		(55	)		210			—		(23,326	)
Other		281			—			—			—		281
Net cash used by financing activities from continuing operations		(22,139	)		(55	)		(567	)		—		(22,761	)
Net cash provided by financing activities from discontinued operations		—			—			780			—		780
Net cash (used) provided by financing activities		(22,139	)		(55	)		213			—		(21,981	)
Effect of exchange rate changes on cash		—			(121	)		3,149			—		3,028
Net change in cash and cash equivalents		1,602			(468	)		3,839			—		4,973
Cash and cash equivalents at beginning of period		18,366			(1,162	)		31,451			—		48,655
Cash and cash equivalents at end of period	$	19,968		$	(1,630	)	$	35,290		$	—	$	53,628

10.Loss Contingencies

Like many industrial manufacturers, the Company is involved in asbestos-related litigation.  In continually evaluating costs associated with its estimated asbestos-related liability, the Company reviews, among other things, the incidence of past and recent claims, the historical case dismissal rate, the mix of the claimed illnesses and occupations of the plaintiffs, its recent and historical resolution of the cases, the number of cases pending against it, the status and results of broad-based settlement discussions, and the number of years such activity might continue. Based on this review, the Company has estimated its share of liability to defend and resolve probable asbestos-related personal injury claims. This estimate is highly uncertain due to the limitations of the available data and the difficulty of forecasting with any certainty the numerous variables that can affect the range of the liability. The Company will continue to study the variables in light of additional information in order to identify trends that may become evident and to assess their impact on the range of liability that is probable and estimable.

Based on actuarial information, the Company has estimated its asbestos-related aggregate liability through March 2026 and March 2038 to range between $5,000 and $15,000 using actuarial parameters of continued claims for a period of 18 to 30 years. The Company's estimation of its asbestos-related aggregate liability that is probable and estimable, in accordance with U.S. generally accepted accounting principles approximates $7,900 which has been reflected as a liability in the consolidated financial statements as of September 28, 2008. The recorded liability does not consider the impact of any potential favorable federal legislation. This liability may fluctuate based on the uncertainty in the number of future claims that will be filed and the cost to resolve those claims, which may be influenced by a number of factors,

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including the outcome of the ongoing broad-based settlement negotiations, defensive strategies, and the cost to resolve claims outside the broad-based settlement program. Of this amount, management expects to incur asbestos liability payments of approximately $400 over the next 12 months. Because payment of the liability is likely to extend over many years, management believes that the potential additional costs for claims will not have a material after-tax effect on the financial condition of the Company or its liquidity, although the net after-tax effect of any future liabilities recorded could be material to earnings in a future period.

11.New Accounting Standards

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS 161”), which requires additional disclosures about the objectives of derivative instruments and hedging activities, the method of accounting for such instruments under SFAS No. 133 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on the Company’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. The Company does not expect the adoption of SFAS No. 161 to have a material impact on its financial statements.

On April 1, 2007, the Company adopted the provisions of FASB Interpretation ("FIN") No. 48 “Accounting for Uncertainty in Income Taxes,” (“FIN 48”) an interpretation of SFAS No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized under SFAS 109. FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on various related matters such as derecognition, interest and penalties, and disclosure. The adoption of FIN 48 resulted in a $186 reduction to the opening balance of retained earnings, recorded on April 1, 2007, the date of adoption.

On April 1, 2008, the Company adopted the provisions of FASB Emerging Issues Task Force (“EITF”) Issue No. 06-10, “Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements” (“EITF 06-10”). In accordance with EITF 06-10, an employer should recognize a liability for the postretirement benefit related to a collateral assignment split-dollar life insurance arrangement in accordance with either SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, or APB Opinion 12, Omnibus Opinion—1967. The provisions of EITF 6-10 were applied as a change in accounting principle through a cumulative-effect adjustment to retained earnings.  The adoption of EITF 6-10 resulted in a $774 reduction to the opening balance of retained earnings, recorded on April 1, 2008, the date of adoption.

On April 1, 2008, the Company adopted the provisions of SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands the required disclosure for fair value measurements. The adoption of SFAS No. 157 did not have a material impact on the Company’s consolidated financial position or results of operations. See Footnote No. 3, “Fair Value Measurements,” for additional information.

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 was effective for fiscal years beginning after November 15, 2007. The Company did not elect to implement the fair value options allowed under this standard.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS 158”). Among other items, SFAS 158 requires recognition of the overfunded or underfunded status of an entity’s defined benefit postretirement plan as an asset or liability in the financial statements and requires recognition of the funded status of defined benefit postretirement plans in other comprehensive income. The Company adopted all of the currently required provisions of SFAS 158 in fiscal 2007. This statement also requires an entity to measure a defined benefit postretirement plan’s assets and obligations that determine its funded status as of the end of the employers’ fiscal year. This requirement is effective for fiscal years ending after December 15, 2008. The Company does not expect the adoption of this requirement to have a material impact on the Company’s consolidated financial statements.

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In December 2007, the FASB issued SFAS No. 141 (revised 2007) “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose all of the information required to evaluate and understand the nature and financial effect of the business combination. This statement is effective for acquisition dates on or after the beginning of the first annual reporting period beginning after December 15, 2008. The Company is currently evaluating the impact the adoption of SFAS 141(R) will have on its consolidated financial statements.

12.Subsequent Events

On October 1, 2008, the Company acquired  Pfaff Beteiligungs GmbH (“Pfaff-silberblau”), a leading European supplier of lifting, material handling and actuator products with revenue of approximately $90 million USD, in 2007. Pfaff-silberblau is a leading European hoist and material handling equipment brand which complements the Company’s existing business in the region. Its actuator business provides the Company with technical engineering expertise, access to the growing European market and diversifies the Company’s existing North American business. The Pfaff-silberblau acquisition will strengthen the Company’s global sales to help level geographic economic cycles and meet its strategic objectives. The Company acquired the Kissing, Germany based Pfaff-silberblau for approximately $53 million USD. The acquisition was funded with existing cash.

On October 8, 2008, the Company used cash on hand to redeem $5,000 of the outstanding 8 7/8% Notes. The redemption included a $300 discount.  As a result of the redemption, $56 of unamortized financing costs were written-off.

Subsequent to the second quarter of fiscal 2009, we have entered into cross currency swaps and foreign exchange forward contracts to hedge changes in the value of intercompany loans to a certain foreign subsidiary due to changes in foreign exchange rates. The notional amount of these hedges is approximately $14.5 million.

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Item 2.                                                                             MANAGEMENT'S DISCUSSION AND ANALYSIS OF

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

(Dollar amounts in thousands)

Executive Overview

We are a leading manufacturer and marketer of a wide variety of powered and manually operated wire rope and chain hoists, industrial crane systems, chain, hooks and attachments, actuators, rotary unions, lift tables and industrial components serving a wide variety of commercial and industrial end-user markets. Our products are used to efficiently and ergonomically move, lift, position or secure objects and loads.

Founded in 1875, we have grown to our current size and leadership position through organic growth and acquisitions. We have developed our leading market position over our 133-year history by emphasizing technological innovation, manufacturing excellence and superior after-sale service. In addition, acquisitions have significantly broadened our product lines and services and expanded our geographic reach, end-user markets and customer base. Ongoing operation of these businesses includes extending our sales activities to the European and Asian marketplaces and improving our productivity. We are executing those initiatives through expanded sales activities, our Lean manufacturing efforts and new product development. Shareholder value will be enhanced through continued emphasis on improvement of the fundamentals including manufacturing efficiency, cost containment, efficient capital investment, market expansion and excellent customer satisfaction.

We maintain a strong North American market share with significant leading market positions in hoists, lifting and sling chain, and forged attachments. To broaden our product offering in markets where we have a strong competitive position as well as to facilitate penetration into new geographic markets, we have heightened our new product development activities. Such activities have been focused on product line offerings of hoist and rigging products in accordance with international standards, to complement our offering of products designed in accordance with U.S. standards. Our efforts to expand our global sales are being accomplished through the introduction of certain of our products that historically have been distributed only in North America and also by introducing new products through our existing European distribution network. Furthermore, we continue to leverage our on-the-ground sales forces as well as distribution relationships in China to capture the growing demand for material handling products as that economy continues to industrialize. Our internal organization supports these strategic initiatives through division of responsibility for North America, Europe, Latin America and Asia Pacific. Strategically, the investments in international markets and new products are part of our focus on our greatest opportunities for growth. To compliment our organic growth activities, we are also seeking acquisitions or joint ventures. Over the long term, the focus of our acquisition strategy centers on opportunities for international revenue growth and product line expansion in alignment with our existing offering.

The recently evolved global credit crisis has caused us to reflect on the current state of our business.  First, we currently stand with a strong capital structure which includes excess cash reserves, significant revolver availability with expiration dating to 2011, fixed-rate long-term debt which doesn’t expire until 2013 and a strong free cash flow business profile.  We believe our liquidity strength will enable us to withstand the external credit crisis.  Secondly, we are prepared to manage our business through this cycle, with a lower fixed cost footprint than prior cycles and flexibility to manage costs and deliveries enabled through our Lean manufacturing profile.  Additionally, our revenue base is more geographically diverse than in our Company’s history, with approximately 40% derived outside the U.S., pro forma for the effects of our October 1, 2008 Pfaff acquisition, which we believe will help to balance the impact of changes that will occur in different global economies at different times.  As in the past, we monitor U.S. Industrial Capacity Utilization, which has weakened over recent months, as an indicator of anticipated U.S. demand for our product. In addition, we continue to monitor the potential impact of other global and U.S. trends, including energy costs, steel price fluctuations, interest rates, currency impact and activity in a variety of end-user markets around the globe, which have been volatile of late.

We constantly explore ways to manage our operating margins as well as further improve our productivity and competitiveness, regardless of the point in the economic cycle.  We have specific initiatives related to improved customer satisfaction, reduction of defects, shortened lead times, improved inventory turns and on-time deliveries, reduction of warranty costs, and improved working capital utilization.  The initiatives are being driven by the continued

- 16 - -

implementation of our Lean manufacturing efforts which are fundamentally changing our manufacturing and business processes to be more responsive to customer demand and improving on-time delivery and productivity. In addition to Lean manufacturing, we are working to achieve these strategic initiatives through product simplification, the creation of centers of excellence, and improved supply chain management.

We continuously monitor market prices of steel.  We utilize approximately $40,000 to $45,000 of steel annually in a variety of forms including rod, wire, bar, structural and others. Generally, as we experience fluctuations in our costs, we reflect them as price increases or surcharges to our customers with the goal of being margin neutral. However, during the second quarter of fiscal 2009, we were impacted by rapid increases in the cost of materials (steel and other components), freight, and utilities, especially in the latter half of the quarter. Certain of these costs are expected to decline in the fiscal third quarter, and we are taking aggressive measures to manage our pricing practices and fine tune our cost structure to be prepared for potential slower demand for our products.

As part of the continuing evaluation of our business strategy, we determined that our integrated material handling conveyor systems business (Univeyor A/S) no longer provided a strategic fit with our long-term growth and operational objectives. On July 25, 2008, we completed the sale of our Univeyor business. The results of this business were accounted for as discontinued operations for the quarters presented herein.

Also, as part of our strategic growth plan, on October 1, 2008, we acquired Pfaff Beteiligungs GmbH (“Pfaff-silberblau”), a leading European supplier of lifting, material handling and actuator products with revenue of approximately $90 million USD, in 2007. Pfaff-silberblau is a leading European hoist material handling equipment and actuator brand which complements our existing business in the region. Its actuator business provides us with technical engineering expertise, access to the growing European market and diversifies our existing North American business. The Pfaff-silberblau acquisition will strengthen our global sales and meet our strategic objectives. We acquired the Kissing, Germany based Pfaff-silberblau for approximately $53 million USD, funded with existing cash.

We continue to operate in a highly competitive and global business environment faced with significant uncertainty at the present time. We face a variety of challenges and opportunities in those markets and geographies, including trends toward increased utilization of the global labor force and the expansion of market opportunities in Asia and other emerging markets. While we continue to execute our growth strategy, we are prepared to weather a downturn with our strong capital structure, solid cash position and flexible cost base.  We are aggressively addressing costs to buffer the impact on margins and will rapidly implement change where needed.

Results of Operations

Three Months and Six Months Ended September 28, 2008 and September 30, 2007

Net sales in the fiscal 2009 quarter ended September 28, 2008 were $154,680, up $9,703 or 6.7% from the fiscal 2008 quarter ended September 30, 2007 net sales of $144,977. Net sales for the six month period ended September 28, 2008 were $305,844, up $19,417 or 6.8% from the six months ended September 30, 2007 net sales of $286,427. The increase is due to the continued strength of the U.S. and European industrial markets, as well as the impact of price increases/surcharges of $7,200 and $10,900 in the quarter and six month period ended September 28, 2008, respectively. Translation of foreign currencies, particularly the Euro and Canadian dollar, into U.S. dollars contributed $2,000 and $6,000 toward the increase in sales for the quarter and six month period ended September 28, 2008, respectively.

Gross profit in the fiscal 2009 quarter ended September 28, 2008 was $45,572, up $276 or 0.6% from the fiscal 2008 quarter ended September 30, 2007 gross profit of $45,296. Gross profit margin decreased to 29.5% in the fiscal 2009 quarter from 31.2% in the fiscal 2008 quarter. Gross profit in the six month period ended September 28, 2008 was $94,097, up $5,469 or 6.2% from the six month period ended September 30, 2007 gross profit of $88,628. Gross profit margin decreased to 30.8% in the six month period ended September 28, 2008 from 30.9% in the six month period ended September 30, 2007. The fiscal 2009 quarter gross profit margin was negatively impacted by rapid unrecovered increases in the cost of materials, freight, and utilities and the effect of hurricane Ike in the United States gulf coast region.

Selling expenses were $17,164, $16,882, $35,366 and $32,426 in the fiscal 2009 and 2008 quarters and the six-month periods then ended, respectively. The increase in fiscal 2009 quarter compared to the fiscal 2008 quarter is primarily due

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to an additional $400 resulting from translation of foreign currencies into U.S. dollars. The increase in fiscal 2009 six-month period compared to the fiscal 2008 six-month period is primarily due to our increased investment to support our strategic growth initiatives which include international markets, especially Eastern Europe, Southeast Asia, and Latin America ($1,100), the Company’s marketing efforts in the energy and non-residential construction markets in North America ($800), and translation of foreign currencies into U.S. dollars ($1,100). As a percentage of consolidated net sales, selling expenses were 11.1%, 11.6%, 11.6%, and 11.3% in the fiscal 2009 and 2008 quarters and the six-month periods then ended, respectively.

General and administrative expenses were $9,446, $8,311, $19,347 and $16,588 in the fiscal 2009 and 2008 quarters and the six-month periods then ended, respectively. The increase in administrative expenses was primarily the result of increased personnel costs for new market investments and global management ($400 for the six-month period ended September 28, 2008), increased new product development costs ($100 and $250 for the quarter and six-month period ended September 28, 2008, respectively), an increase in our accounts receivable reserves ($600 and $1,400 for the quarter and six-month period ended September 28, 2008, respectively) and the translation of foreign currencies into U.S. dollars ($100 and $400 for the quarter and six-month period ended September 28, 2008, respectively). As a percentage of consolidated net sales, general and administrative expenses were 6.1%, 5.7%, 6.3%, and 5.8% in the fiscal 2009 and 2008 quarters and the six-month periods then ended, respectively.

Restructuring charges were $155, $394, $155, and $402 in the fiscal 2009 and 2008 quarters and the six-month periods then ended, respectively. The fiscal 2009 restructuring costs were related to the consolidation of a U.S. crane manufacturing facility into another existing crane manufacturing facility. The 2008 restructuring costs related to the partial demolition of an older and underutilized U.S. facility.

Interest and debt expense was $3,132, $3,369, $6,325, and $7,329 in the fiscal 2009 and 2008 quarters and the six-month periods then ended, respectively. This decrease is the result of lower debt levels.

Cost of bond redemptions of $1,443 in both the quarter and six-month periods ended September 30, 2007 were related to the redemption of all of our outstanding Senior Secured 10% Notes.  There were no bond redemptions in the fiscal 2009 six-month period ended September 28, 2008.

Income tax expense as a percentage of income from continuing operations before income tax expense was 35.9%, 36.6%, 35.8%, and 37.1% in the fiscal 2009 and 2008 quarters and the six-month periods then ended, respectively. The percentages vary from the U.S. statutory rate due to varying effective tax rates at our foreign subsidiaries and the jurisdictional mix of taxable income forecasted for these subsidiaries.

Liquidity and Capital Resources

Cash and cash equivalents totaled $82,034 at September 28, 2008, an increase of $6,040 from the March 31, 2008 balance of $75,994. On October 1, 2008, we used approximately $53 million of cash on hand to acquire Pfaff-silberblau.

Net cash provided by operating activities from continuing operations was $31,243 for the six months ended September 28, 2008 compared with $27,521 for the six months ended September 30, 2007. The net cash provided by operating activities from continuing operations for the six months ended September 28, 2008 is primarily the result of $22,273 of income from continuing operations plus non-cash charges for depreciation and amortization of $4,512, deferred income taxes of $8,016, and $591 of other non-cash charges. These amounts were partially offset by $4,149 of cash used for changes in operating assets and liabilities, primarily the result of a $5,301 increase in inventory. The net cash provided by operating activities from continuing operations for the six months ended September 30, 2007 is primarily the result of $20,324 of income from continuing operations plus a $1,106 loss on early retirement of bonds and non-cash charges for depreciation and amortization of $4,057 and deferred income taxes of $10,115. These amounts were partially offset by $8,786 of cash used for changes in operating assets and liabilities, primarily the result of a $12,146 increase in inventory offset by a $2,643 increase in accounts payable. The increase in inventory in both periods resulted from support for penetration of new European markets, upcoming new product launches, longer-duration projects and timing of offshore purchases. Net cash used by operating activities from discontinued operations, attributable to our Univeyor business, was $2,214 and $3,637 for the six months ended September 28, 2008 and September 30, 2007, respectively.

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Net cash used by investing activities from continuing operations was $4,431 for the six months ended September 28, 2008 compared with $211 for the six months ended September 30, 2007. The net cash used by investing activities from continuing operations for the six ended September 28, 2008 was the result of $5,014 used for capital expenditures and $686 for the net purchases of marketable securities, partially offset by $1,269 of proceeds from the sale of facilities and surplus real estate. The net cash used by investing activities from continuing operations for the six months ended September 30, 2007 was the result of $4,954 used for capital expenditures and $711 for the net purchases of marketable securities, partially offset by $5,454 of proceeds from the sale of facilities and surplus real estate. Net cash provided by investing activities from discontinued operations, primarily attributable to payments received on our note receivable related to our sale of Automatic Systems, Inc, was $265 and $253 for the six months ended September 28, 2008 and September 30, 2007, respectively.

Net cash provided by financing activities from continuing operations was $688 for the six months ended September 28, 2008 compared with $22,761 of cash used by financing activities from continuing operations for the six months ended September 30, 2007. The net cash provided by financing activities from continuing operations for six months ended September 28, 2008 consisted primarily of $391 of proceeds from stock options exercised, $187 of tax benefit from exercise of stock options and $254 from the change in ESOP debt guarantee, partially offset by $144 of net debt repayments. The net cash provided by financing activities from continuing operations for the six months ended September 30, 2007 consisted primarily of $24,103 of net debt repayments, including the repurchase of all $22,125 of our outstanding 10% notes in August 2007. Cash used for debt repayments was partially offset by $1,061 of proceeds from stock options exercised and $281 from the change in ESOP debt guarantee. Net cash provided by financing activities from discontinued operations, attributable to borrowings on revolving lines of credit agreements at our Univeyor business, was $579 for the six months ended September 28, 2008, compared with $780 for the six months ended September 30, 2007. In addition, the Company repaid $15,191 of amounts outstanding on Univeyor’s lines of credit and fixed term bank debt during the six months ended September 28, 2008.

We believe that our cash on hand, cash flows, and borrowing capacity under our Revolving Credit Facility will be sufficient to fund our ongoing operations and budgeted capital expenditures for at least the next twelve months. This belief is dependent upon successful execution of our current business plan which includes continued implementation of new market penetration, new product development, Lean manufacturing and improving working capital utilization.  This is complemented by the fact that throughout the last economic recession spanning 2000 - 2004, we generated positive cash flows from operating activities.

Our Revolving Credit Facility provides availability up to $75,000. Provided there is no default, the Company may request an increase in the availability of the Revolving Credit Facility by an amount not exceeding $50,000 subject to lender approval. The Revolving Credit Facility matures February 2011.

The unused portion of the Revolving Credit Facility totaled $64,187, net of outstanding borrowings of zero and outstanding letters of credit of $10,813 as of September 28, 2008. Interest is payable at a Eurodollar Rate or a prime rate plus an applicable margin determined by our leverage ratio. At our current leverage ratio, we qualify for the lowest applicable margin level, which amounts to 87.5 basis points for Eurodollar borrowings and zero basis points for prime rate based borrowings. The Revolving Credit Facility is secured by all domestic inventory, receivables, equipment, real property, subsidiary stock (limited to 65% for foreign subsidiaries) and intellectual property. The corresponding credit agreement associated with the Revolving Credit Facility places certain debt covenant restrictions on us, including certain financial requirements and a limitation on dividend payments.  The financial covenants are limited to a senior leverage ratio and a fixed charge coverage ratio with which the Company is in compliance as of September 28, 2008.  These covenants are set at levels which allow the Company extreme flexibility relative to deteriorating market conditions given the Company’s low level of outstanding senior debt and its favorable cash flow profile.

The Senior Subordinated 8 7/8% Notes (8 7/8% Notes) issued on September 2, 2005 amounted to $129,855 at September 28, 2008 and are due November 1, 2013. Provisions of the 8 7/8% Notes include limitations on indebtedness, asset sales, and dividends and other restricted payments. Until November 1, 2008, we may redeem up to 35% of the outstanding notes at a redemption price of 108.875% with the proceeds of equity offerings, subject to certain restrictions. On or after November 1, 2009, the 8 7/8% Notes are redeemable at the option of the Company, in whole or in part, at prices

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declining annually from 104.438% to 100% on and after November 1, 2011. In the event of a Change of Control (as defined in the indenture for such notes), each holder of the 8 7/8% Notes may require us to repurchase all or a portion of such holder’s 8 7/8% Notes at a purchase price equal to 101% of the principal amount thereof. The 8 7/8% Notes are guaranteed by certain existing and future U.S. subsidiaries and are not subject to any sinking fund requirements. On October 8, 2008 the Company used cash on hand to redeem $5,000 of the outstanding 8 7/8% Notes. The redemption included a $300 discount.  As a result of the redemption, $56 of unamortized financing costs were written-off in the third quarter of fiscal 2009.

International lines of credit are available to meet short-term working capital needs for our subsidiaries operating outside of the United States. The lines of credit are available on an offering basis, meaning that transactions under the line of credit will be on such terms and conditions, including interest rate, maturity, representations, covenants and events of default, as mutually agreed between our subsidiaries and the local bank at the time of each specific transaction. In addition to these facilities, our foreign subsidiaries have certain fixed term bank loans. The outstanding balance of international lines of credit and foreign subsidiary fixed bank debt was $348 at September 28, 2008.

Prior to the disposal of Univeyor A/S, during the past year as part of Univeyor’s ongoing business, the Company had provided performance guarantees to certain customers and a third party for the satisfactory completion of contracts to design, manufacture and install its integrated material handling conveyor systems. Pursuant to the terms of the share purchase agreement, the Company has agreed to continue to provide performance guarantees on certain pre-existing contracts totaling approximately $9,200 as of September 28, 2008 based on current exchange rates. Approximately $5,000 of these guarantees is expected to expire by the end of fiscal 2009 unless released by the third parties prior thereto, with the remaining guarantees expiring at various times during 2010 through fiscal 2012. Historically, none of Univeyor’s customers has ever made a claim against either Univeyor A/S or the Company for indemnification on the performance guarantees. The terms of the share purchase agreement provide that the purchaser indemnify the Company for and hold it harmless against any loss, liability, or claim arising from the guarantees after the date of sale. However, as a result of the global credit crisis, liquidity has become an area of growing concern as it affects Univeyor, the purchaser and the purchaser’s affiliated companies. Performance under these guarantees is dependent upon Univeyor’s ability to generate sufficient cash flow and secure performance bonds for future projects. Accordingly, the Company’s potential loss under these guarantees, if any, cannot be reasonably estimated at this time, and no liability has been recorded in the accompanying condensed consolidated balance sheets relating to these guarantees.

Capital Expenditures

In addition to keeping our current equipment and plants properly maintained, we are committed to replacing, enhancing, and upgrading our property, plant, and equipment to support new product development, reduce production costs, increase flexibility to respond effectively to market fluctuations and changes, meet environmental requirements, enhance safety, and promote ergonomically correct work stations. Consolidated capital expenditures for the six months ended September 28, 2008 and September 30, 2007 were $5,014 and $4,954, respectively. We expect capital spending for fiscal 2009 to be approximately $12 to $14 million compared with $13.1 million in fiscal 2008. Capital expenditures for fiscal 2009 are primarily directed toward new product development and productivity improvement.

Inflation and Other Market Conditions

Our costs are affected by inflation in the U.S. economy and, to a lesser extent, in foreign economies including those of Europe, Canada, Mexico, South America, and the Asia Pacific region. We have been impacted by fluctuations in steel costs, which vary by type of steel and we continue to monitor them and address our pricing policies accordingly. In addition, U.S. employee benefits costs such as health insurance as well as energy costs have exceeded general inflation levels. Otherwise, we do not believe that general inflation has had a material effect on results of operations over the periods presented primarily due to overall low inflation levels of most costs over such periods and our ability to generally pass on rising costs through price increases or surcharges.  In the future, we may be further affected by inflation that we may not be able to offset with price increases or surcharges. Additionally, we are impacted by fluctuations in currency exchange rates which are primarily translational, but transactional fluctuations could also impact our financial results.

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Seasonality and Quarterly Results

Quarterly results may be materially affected by the timing of large customer orders, periods of high vacation and holiday concentrations, gains or losses on early retirement of bonds, restructuring charges, divestitures and acquisitions. Therefore, the operating results for any particular fiscal quarter are not necessarily indicative of results for any subsequent fiscal quarter or for the full fiscal year.

Effects of New Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS 161”), which requires additional disclosures about the objectives of derivative instruments and hedging activities, the method of accounting for such instruments under SFAS No. 133 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our financial position, financial performance, and cash flows. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. We do not expect the adoption of SFAS No. 161 to have a material impact on our financial statements.

On April 1, 2007, we adopted the provisions of FASB Interpretation ("FIN") No. 48 “Accounting for Uncertainty in Income Taxes,” (“FIN 48”) an interpretation of SFAS No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized under SFAS 109. FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on various related matters such as derecognition, interest and penalties, and disclosure.  The adoption of FIN 48 resulted in a $186 reduction to the opening balance of retained earnings, recorded on April 1, 2007, the date of adoption.

On April 1, 2008, we adopted the provisions of FASB Emerging Issues Task Force (“EITF”) Issue No. 06-10, “Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements” (“EITF 06-10”). In accordance with EITF 06-10, an employer should recognize a liability for the postretirement benefit related to a collateral assignment split-dollar life insurance arrangement in accordance with either SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, or APB Opinion 12, Omnibus Opinion—1967. The provisions of EITF 6-10 were applied as a change in accounting principle through a cumulative-effect adjustment to retained earnings.  The adoption of EITF 6-10 resulted in a $774 reduction to the opening balance of retained earnings, recorded on April 1, 2008, the date of adoption.

On April 1, 2008, we adopted the provisions of SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands the required disclosure for fair value measurements. The adoption of SFAS No. 157 did not have a material impact on our consolidated financial position or results of operations. See Footnote No. 3, “Fair Value Measurements,” for additional information.

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We did not elect to implement the fair value options allowed under this standard.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS 158”). Among other items, SFAS 158 requires recognition of the overfunded or underfunded status of an entity’s defined benefit postretirement plan as an asset or liability in the financial statements and requires recognition of the funded status of defined benefit postretirement plans in other comprehensive income. We adopted all of the currently required provisions of SFAS 158 in fiscal 2007. This statement also requires an entity to measure a defined benefit postretirement plan’s assets and obligations that determine its funded status as of the end of the employers’ fiscal year. This requirement is effective for fiscal years ending after December 15, 2008. We do not expect the adoption of this requirement to have a material impact on the Company’s consolidated financial statements.

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In December 2007, the FASB issued SFAS No. 141 (revised 2007) “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) requires the acquiring entity in a business combination to recognize all the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose all of the information required to evaluate and understand the nature and financial effect of the business combination. This statement is effective for acquisition dates on or after the beginning of the first annual reporting period beginning after December 15, 2008. We are currently evaluating the impact the adoption of SFAS 141(R) will have on our consolidated financial statements.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by us and our subsidiaries, conditions affecting our customers and suppliers, competitor responses to our products and services, the overall market acceptance of such products and services, our asbestos-related liability, the integration of acquisitions and other factors disclosed in our periodic reports filed with the Commission. Consequently such forward-looking statements should be regarded as our current plans, estimates and beliefs. We do not undertake and specifically decline any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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Item 3.      Quantitative and Qualitative Disclosures About Market Risk

Subsequent to the end of the second quarter of fiscal 2009, we have entered into cross currency swaps and foreign exchange forward contracts to hedge changes in the value of intercompany loans to a certain foreign subsidiary due to changes in foreign exchange rates. The notional amount of these hedges is approximately $14.5 million. There have been no other material changes in the market risks since the end of Fiscal 2008.

Item 4. Controls and Procedures

As of September 28, 2008, an evaluation was performed under the supervision and with the participation of the Company’s management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the chief executive officer and chief financial officer, concluded that the Company’s disclosure controls and procedures were effective as of September 28, 2008, to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is made known to them on a timely basis, and that these disclosure controls and procedures are effective to ensure such information is recorded, processed, summarized and reported within the time periods speicified in the Commission’s rules and forms.

There have been no changes in the Company’s internal control over financial reporting during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II.    Other Information

Item 1. Legal Proceedings – none.

Item 1A. Risk Factors

Subsequent to the end of the second quarter of fiscal 2009, we have entered into cross currency swaps and foreign exchange forward contracts to hedge changes in the value of intercompany loans to a certain foreign subsidiary due to changes in foreign exchange rates. The notional amount of these hedges is approximately $14.5 million.

Due to the general weakening of the U.S. economy, certain of the lenders in our senior credit facility may have a weakened financial condition related to their lending and other financial relationships.  As a result, they may tighten their lending standards, which could make it more difficult for us to borrow under our credit facility or to obtain other financing on favorable terms or at all. Also, any cash balances with our banks are insured only up to $250,000 per bank by the FDIC, and any deposits in excess of this limit are also subject to risk. In addition, the weakening of the national economy and the recent reduced availability of credit may have decreased the financial stability of our major customers and suppliers.  As a result, it may become more difficult for us to collect our accounts receivable and outsource products and services from our suppliers. If any of these conditions were to occur, our financial condition and results of operations could be adversely affected.

There have been no other material changes from the risk factors as previously disclosed in the Company’s Form 10-K for the year ended March 31, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds – none.

Item 3. Defaults upon Senior Securities – none.

Item 4. Submission of Matters to a Vote of Security Holders

At the Company’s Annual Meeting of Stockholders held on July 30, 2008, the stockholders approved the following:

(a)  A proposal to elect directors of the Company as follows:

16,573,270 votes cast for:	Timothy T. Tevens;
16,562,173 votes cast for:	Richard H. Fleming;
16,564,880 votes cast for:	Ernest R. Verebelyi;
16,562,113 votes cast for:	Wallace W. Creek;
16,563,785 votes cast for:	Linda A. Goodspeed;
16,549,884 votes cast for:	Stephen Rabinowitz;
16,574,202 votes cast for:	Nicholas T. Pinchuk.

(b)  The ratification of the appointment of Ernst & Young LLP as independent auditors of the Company for the fiscal year ending March 31, 2009.

Votes for:	17,058,596
Votes against:	943,722
Abstentions:	7,102

Item 5.    Other Information – none.

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Item 6. Exhibits

(a)   Exhibits:

Exhibit 10.1  Form of Change in Control Agreement as entered into between Columbus McKinnon Corporation and each of Timothy T. Tevens, Derwin R. Gilbreath, Karen L. Howard, Joseph J. Owen, Richard A. Steinberg, and Timothy R. Harvey.

Exhibit 31.1  Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934; as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934; as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COLUMBUS McKINNON CORPORATION
	(Registrant)
Date: November 6, 2008	/s/ Karen L. Howard
	Karen L. Howard
	Vice President and Chief Financial Officer
	(Principal Financial Officer)

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EX-10.1

Exhibit 10.1

PRIVILEGED AND CONFIDENTIAL

September 19,2008

,

Re:       Change in Control Agreement as revised to comply with

Internal Revenue Code Section 409A

Dear :

Columbus McKinnon Corporation (the "Company") considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel.  In this connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control of the Company may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including you, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control of the Company.

In order to induce you to remain in the employ of the Company in your current executive position, the Company agrees that you shall receive the severance benefits set forth in this letter agreement (the "Agreement") in the event your employment in your current executive position with the Company is terminated under the circumstances described below subsequent to a "Change in Control of the Company" (as defined in Section 2).

1.           Term of Agreement.  This revision of the Change in Control Agreement previously executed by you and the Company shall commence effective the date hereof, and shall continue in effect through October 31, 2009; provided, however, that commencing on November 1, 2009, and each November 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than April 30 of such year, the Company shall have given notice that it does not wish to extend this Agreement; and provided, further, that if a Change in Control of the Company, as defined in Section 2, shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect for a period of not less than twenty-four (24) months beyond the month in which such Change in Control occurred.

2.           Change in Control.

(i)           Change in Control Defined.   No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below.  For purposes of this Agreement, a "Change in Control” of the Company shall be deemed to have occurred if:

(a)           Change in Share Ownership—any  "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any Company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of either (i) the then outstanding shares of common stock of the Company or (ii) the combined voting power of the Company's then outstanding voting securities;

(b)           Change in Board Membership—during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), (d) or (e) of this Section 2) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(c)           Reorganization Changing Share Ownership—the stockholders of the Company approve a reorganization, merger or consolidation of the Company with any other entity, other than (i) a reorganization, merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such reorganization, merger or consolidation or (ii) a reorganization, merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as herein above defined) beneficially owns, directly or indirectly, 20% or more of the combined voting power of the Company's then outstanding voting securities;

(d)           Disposition of Substantially All Company Assets—any Person or Persons acquire all or substantially all of the assets of the Company, whether in a single transaction or series of transactions; or

Page 2

(e)           Shareholders Approve Dissolution etc.—the stockholders of the Company approve a plan of dissolution or complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

3.           Termination of Employment In Connection With Change in Control.

(i)           General.  If any of the events described in Section 2 constituting a Change in Control of the Company shall have occurred while this Agreement is in effect, you shall be entitled to the benefits provided in Section 4(iii) upon termination of your employment within six (6) months preceding or twenty-four (24) months following such a Change in Control unless such termination is (i) because of your death or Disability, (ii) by the Company for Cause, or (iii) by you other than for Good Reason.  In the event your employment with the Company is terminated for any reason more than six months before, or more than twenty-four months after, a Change in Control of the Company, you shall not be entitled to any benefits hereunder.

(ii)           Disability.  If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for six (6) consecutive months, and within thirty (30) days after written Notice of Termination is given (which may be given at any time after five (5) months of such absence) you shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability."

(iii)           Cause.  Termination by the Company of your employment for "Cause" shall mean termination:

(a) upon the commission by you of a willful serious act, such as embezzlement, against the Company which is intended to enrich you at the expense of the Company or upon your conviction of a felony involving moral turpitude, or

(b) in the event of willful, gross neglect or willful, gross misconduct resulting in either case in material harm to the Company, or a violation of the Company’s Code of Conduct.  For purposes of this Section 3(iii), no act, or failure to act, on your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company.

(iv)           Good Reason.  You shall be entitled to terminate your employment for Good Reason.  For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, the occurrence before or after (and reasonably connected to) a Change in Control of the Company of any of the following circumstances provided that you give a Notice of Termination to the Company describing the occurrence of the circumstance within 90 days after the circumstance occurs and the Company fails to substantially correct the circumstance  within 30 days after of such Notice of Termination is given:

Page 3

(a)           Material Reduction in Base Pay—a material reduction by the Company in your annual base salary as in effect on the date hereof or as the same may be increased from time to time;

(b)           Required Relocation—the Company's requiring you to be based at a Company office more than 50 miles farther from your principal residence than the Company's offices at which you are principally employed immediately prior to the date of the Change in Control except for required travel on the Company's business to an extent substantially consistent with your present business travel obligations;

(c)           Failure to Pay Compensation—the failure by the Company to pay to you any portion of your current compensation within seven (7) days of the date such compensation is due or any portion of your compensation under any deferred compensation program of the Company within thirty (30) days of the date such compensation is due;

(d)           Failure to Comply with Employment Termination Procedure—any purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(v) hereof (and, if applicable, the requirements of Section 3(iii) hereof), which purported termination shall not be effective for purposes of this Agreement; or

(e)           Diminution of Position etc.—the assignment to you of any duties or responsibilities, or the removal from you of any duties or responsibilities, that constitutes a material diminution of your position, duties, responsibilities or status as in effect preceding  such Change in Control.

Your right to terminate your employment pursuant to this Section 3(iv) shall  not be affected by your incapacity due to physical or mental illness.  Subject to the requirement that you give a Notice of Termination to the Company within 90 days after the occurrence of a circumstance constituting Good Reason, your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

(v)           Notice of Termination.  Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6.  "Notice of Termination" shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(vi)           Date of Termination.  "Date of Termination" shall mean

(a)           Disability—if your employment is terminated for Disability in accordance with Section 3(ii), thirty (30) days after Notice of Termination is given (provided

Page 4

that you shall have been absent from the full-time performance of your duties and shall not have returned to the full-time performance of your duties during such 30-day period), and

(b)           Other than Disability—if your employment is terminated pursuant to Section 3(iii) (Cause) or Section 3(iv) (Good Reason) hereof  or for any other reason (other than Disability), the date specified in the Notice of Termination (which, in the case of a termination for Cause shall not be less than thirty (30) days from the date such Notice of Termination is given, and in the case of a termination for Good Reason shall not be less than thirty (30) nor more than sixty (60) days from the date such Notice of Termination is given).

4.           Compensation Upon Termination.  Following a Change in Control of the Company, you shall be entitled to the following benefits during a period of Disability, or upon termination of your employment within six (6) months preceding or twenty-four (24) months following such a Change in Control:

(i)           Disability.  During any period that you are absent from the full-time performance of your duties with the Company as a result of Disability, you shall receive the normal benefits provided by the Company to employees in your classification in connection with a Disability.  You shall not receive any additional benefits under this Agreement.   Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.

(ii)           Termination By Company For Cause or By You Not for Good Reason.  If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any bonus or other compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

(iii)           Termination by Company Other than for Cause or by You for Good Reason. If your employment by the Company should be terminated by the Company other than for Cause or Disability or if you should terminate your employment for Good Reason, you shall be entitled to the benefits provided below:

(a)           Salary and Bonus to Date of Termination—the Company shall pay to you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all bonuses earned by you to the Date of Termination that you would have received if you had remained in the employment of the Company (including any bonus earned in the prior year but not yet paid and a pro rata amount of any bonus earned during the year in which the Date of Termination occurs, which shall be paid at the normal time), plus all other amounts to which you are entitled under any compensation plan of the Company, at the time such payments are due;

Page 5

(b)           Lump Sum Severance Pay—in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you, at the time specified in Section 4(iv), a lump sum severance payment (together with the payments provided in paragraphs (c), (d) and (e) below, the "Severance Payments") equal to three (3) times the sum of (i) your highest annual rate of base salary in effect at any time before the Date of Termination, and (ii) the greater of (x) the annual target bonus (annualized in the case of any bonus paid with respect to a partial year) under the Company's then current Executive Incentive Plan and Corporate Incentive Plan or any then current similar plans (the "Management Incentive Plans") in effect on the Date of Termination or (y) the annual target bonus (annualized in the case of any bonus paid with respect to a partial year) under the Management Incentive Plans in effect immediately prior to such Change in Control;

(c)           Payment of Health Insurance Cost—you will receive from the Company a lump sum payment, in cash, equal to  times the monthly cost you would incur if you elected to receive COBRA coverage under  all Company group health plans under which you are receiving coverage at the time of your termination and you will be permitted (but not required) to elect COBRA coverage under such plan or plans for any period of time up to the maximum permitted under such plan or plans;

(d)           Payment In Lieu of Pension Enhancement—you  will receive from the Company a cash lump sum payment equal to the actuarial equivalent of the excess of:

           (1)  the hypothetical pension benefit you would have accrued under the terms of the Company Pension Plan (without regard to any amendment to the Plan made subsequent to a Change in Control of the Company and on or prior to the Date of Termination which amendment adversely affects in any manner the computation of retirement benefits thereunder) determined as if you were fully vested thereunder and as if you continued to be employed full-time by the Company until the earlier of the  anniversary of your Date of Termination or your attainment of Normal Retirement Age under the Company Pension Plan (the earlier of the said two dates shall be your “Deemed Retirement Date”), over

(2) your actual pension benefit determined under the Company Pension Plan as of your Date of Termination.

For the purpose of determining the excess amount in the preceding sentence: (1) your hypothetical pension benefit and your actual pension benefit shall be calculated as life annuities commencing on your Normal Retirement Date, (2) the compensation used to compute the your hypothetical pension benefit shall be the same as the compensation used to compute your actual pension benefit, as determined under the Company Pension Plan, and (3) "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Company Pension Plan immediately prior to the Change in Control except that the lump sum amount determined under this Section 4(iii)(d) shall be

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assumed to be paid to you on your Deemed Retirement Date rather than the actual date of payment.

(e)           Outplacement Services—the Company shall pay directly or reimburse you for the cost of outplacement services with an outplacement firm selected by you for a period of up to six months and for an amount not to exceed $25,000 provided that such outplacement services must be received by you, and any reimbursable expenses incurred by you submitted to the Company, within twenty-four (24) months following your Date of Termination; and

(f)           Stock Option Vesting—unless otherwise provided in an equity award agreement, you shall be fully vested as of the date of the Change in Control in any and all equity awards (including but not limited to stock options and restricted stock) held by you immediately prior to such Change in Control.

(iv)           Time of Payment.

(a)  Direct Payment or Reimbursement.  Amounts payable under Section 4(iii)(e) (Outplacement Services) shall be paid directly by the  Company when invoiced by the provider of outplacement services, or reimbursed within 10 days after Company receives reasonable proof of payment of such services by you.

           (b)  Lump Sum Payments.  Subject to Section 14, the payments provided for in Section 4(iii)(b) (Lump Sum Severance Pay), Section 4(iii)(c) (Payment of Health Insurance Cost) and 4(iii)(d) (Payment In Lieu of Pension Enhancement) shall be made not later than the fifth (5th) day following the Date of Termination; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination.  In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you payable on the fifth day after demand therefor by the Company (together with interest at the rate provided in section 1274(b)(2)(B) of the Code).

(v)           No Requirement to Mitigate Payments.  You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise.

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(vi)          Cut-Back to Avoid Excess Parachute Payment.  Notwithstanding any provision of this Agreement to the contrary, the aggregate present value of all "payments in the nature of compensation" (within the meaning of Section 28OG of the Code) provided to you in connection with a Change in Control of the Company or the termination of your employment shall be one dollar less than the amount that is fully deductible by the Company under Section 28OG of the Code and, to the extent necessary, payments and benefits under this Agreement shall be reduced in order that this limitation not be exceeded.  Such reduction shall be taken from the lump sum severance pay otherwise payable to you under Section 4(iii)(b).  It is the intention of this Section 4(vi) to avoid excise taxes on you under Section 4999 of the Code and the disallowance of a deduction to the Company pursuant to Section 28OG of the Code.

5.           Successors, Binding Agreement.

(i)           Company To Require Successor To Assume Obligations.  The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms to which you would be entitled hereunder if you had terminated your employment for Good Reason following a Change in Control of the Company regardless of whether such succession constitutes a “Change in Control” under section 2(i).  In order to receive compensation under this Section 5, you must terminate your employment in accordance with Section 3(iv) (including providing the Company or its successor with a Notice of Termination within 90 days following the Company’s failure and providing the Company with 30 days in which to correct its failure), however, the failure of the Company to obtain such assumption and agreement prior to the effectiveness of the succession shall be deemed the “Good Cause” that justifies your termination of employment.  As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(ii)           Agreement To Benefit Your Successors.  This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

(iii)           Waiver of Defenses, Presumption.  The Company expressly acknowledges and agrees that you shall have a contractual right to the benefits provided hereunder, and the Company expressly waives any ability, if possible, to deny liability for any breach of its

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contractual commitment hereunder upon the grounds of lack of consideration, accord and satisfaction or any other defense.  In any dispute arising after a Change in Control of the Company as to whether you are entitled to benefits under this Agreement, there shall be a presumption that you are entitled to such benefits and the burden of proving otherwise shall be on the Company.

(iv)           Payments Do Not Offset Other Amounts Due from Company.  All benefits to be paid hereunder shall be in addition to any Disability, workers' compensation, or other Company benefit plan distribution, unpaid vacation or other unpaid benefits that you have at the Date of Termination.

(v)           Termination of Agreement by Company.  Notwithstanding anything to the contrary contained in this Agreement, in the event that the scope or extent of your employment duties or responsibilities with the Company are reduced as determined by the Company in its sole discretion, this Agreement shall terminate and the Company shall have no further obligations to you hereunder.  The Company shall deliver to you a written notice (the "Termination Notice") of such determination and this Agreement shall terminate effective upon your receipt of the Termination Notice; provided, however, that no Termination Notice shall be effective if delivered within six (6) months prior to a Change in Control of the Company.

6.           Notice.  For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notice to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

7.           Miscellaneous.

(i)  Amendment of Agreement.  No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board.

(ii)  Waivers Do Not Apply To Subsequent Breaches.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(iii)  Governing Law.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without regard to its conflicts of law principles.

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(iv)  References to Statutes.  All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections.

(v)  Section Headings.  Section, subsection and paragraph headings are for convenience only and shall not be taken into account in the construal of this Agreement.

(vi)  Survival of Company’s Obligations.  In the event of a Change in Control of the Company during the term of this Agreement, the obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement consistent with the periods referenced in Section 4.

(vii)  Application of Code Section 409A.  This Agreement is intended to comply with Internal Revenue Code Section 409A and shall be construed in such manner as to avoid a violation of said Code section.

8.           Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9.           Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10.           Resolution of Disputes

(i)           Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in the State of New York, in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator's award in any court having jurisdiction.

(ii)           Notification of a Dispute, Procedure.  In the event that either party to this Agreement seeks to dispute an action or inaction of the other party (including but not limited to a claim of termination of your employment for a specified reason, a claim that termination or Change in Control occurred on a specified date, or a determination concerning an amount payable under Section 4), the party wishing to dispute the action or inaction shall give notice to the other party that a dispute exists.  In the case of a dispute regarding termination of your employment, such notice shall be given within 15 days after any Notice of Termination is given or, if the Notice of Termination is not properly given, prior to the Date of Termination.  In the case of any other dispute, such notice shall be given reasonably promptly after the disputing party becomes aware (or would have become aware upon the exercise of reasonable diligence) of the facts giving rise to the dispute.  Thereafter, you shall pursue the resolution of such dispute with reasonable diligence including commencing an arbitration proceeding in accordance with Section 10(i) within

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180 days after the notice of dispute is given and pursuing resolution of the dispute through the arbitration proceeding with reasonable diligence.  The Company shall pay to you all reasonable legal fees and expenses incurred by you in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement provided that the Court or arbitrators do not find that you acted in bad faith.

(iii)           Date of Termination.  The Date of Termination provided under Section 3(vi) shall not be changed as a result of a dispute concerning the termination of your employment.

(iv)           Delay in Payment of Amount Due.  If the Company fails to pay any amount due under Section 4 in connection with the termination of your employment and you dispute such failure, payment of such amount shall be made no later than the end of your first taxable year in which the you and the Company enter into a legally binding settlement of such dispute, the Company concedes that the amount is payable, or the Company is required to make such payment pursuant to a final and nonappealable judgment or other binding decision.

11.           Entire Agreement.  This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and during the term of the Agreement supersedes the provisions of all prior Change in Control agreements entered into between you and the Company and all other prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto with respect to the subject matter hereof.

12.           Payments Net of Withholding.  Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law.

13.           No Other Severance Payments.  The benefits provided under this Agreement in the event of a Change in Control are your exclusive severance benefit.  Accordingly, you agree that you will not receive benefits under any broad-based severance plan of the Company if you receive any severance benefits under this Agreement.

14.           Delayed Payment to Specified Employee.  In the event that you are a “Specified Employee” on your Date of Termination hereunder, no payment shall be made to you under this Agreement until the day following the 6-month anniversary of your Date of Termination.  The preceding sentence shall not apply to:

(i) payment  of  reasonable legal fees and expenses incurred by you in connection with a dispute, in accordance with Section 3(vi)(c);

(ii) payment of severance pay as provided in Section 4(iii)(b) but only to the extent that such pay is paid on account of involuntary separation from service, such pay does not exceed two times the lesser of your annualized compensation or the amount that can be

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taken into account under Internal Revenue Code Section 401(a)(17) in the calendar year in which occurs your Date of Termination, and such pay is paid on or before the last day of the second calendar year following the calendar year in which occurs your Date of Termination, all within the meaning of within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9)(iii);

(iii) payment for outplacement services in accordance with Section 4(iii)(e); or

(v) the acceleration of vesting of any equity award (that does not constitute a deferral of compensation under the Code Section 409A regulations) in accordance with Section 4(iii)(f).

You are a “Specified Employee” if your Date of Termination occurs on or after July 1 of a calendar year and you were a “key employee” within the meaning of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the 12-consecutive month period ending on the preceding March 31.  If your Date of Termination occurs in a given calendar year before July 1 of that year, you are a Specified Employee” if you were a “key employee” (within the meaning of the preceding sentence) on any day during the second preceding 12-consecutive month period ending on the preceding March 31.

If this letter sets forth our agreement on the subject matter thereof, kindly sign and return to the Company the enclosed copy of this letter, which will then constitute our agreement on this subject.

Sincerely,

COLUMBUS McKINNON CORPORATION

By:       ____________________________

Name:  Timothy T. Tevens

Title:     President and Chief Executive Officer

Agreed as of the ______

day of __________________, 2008

______________________________________

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Timothy T. Tevens, Chief Executive Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Columbus McKinnon Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 6, 2008

/s/    Timothy T. Tevens     

Timothy T. Tevens

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Karen L. Howard, Chief Financial Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Columbus McKinnon Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 6, 2008

/s/   Karen L. Howard

Karen L. Howard

Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION

Each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Columbus McKinnon Corporation (the "Company") on Form 10-Q for the period ending September 28, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated:  November 6, 2008

/s/ Timothy T. Tevens

Timothy T. Tevens

Chief Executive Officer

/s/ Karen L. Howard

Karen L. Howard

Chief Financial Officer