8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

February 28, 2007
Date of Report (Date of earliest event reported)

ALTRA HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33209	61-1478870
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14 Hayward Street Quincy, Massachusetts	02171
(Address of principal executive offices)	(Zip Code)

(617) 328-3300
(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     þ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02      Results of Operations and Financial Condition
	Item 8.01 Other Events.
	Item 9.01      Financial Statements and Exhibits
SIGNATURES
Press Release dated February 27, 2007

Item 2.02      Results of Operations and Financial Condition

     On February 27, 2007, Altra Holdings, Inc. (the “Company”) announced certain unaudited financial results for the quarter and year ended December 31, 2006. A copy of the announcement is attached hereto as Exhibit 99.1, which is incorporated by reference herein. (Also filed pursuant to Item 8.01).

Item 8.01      Other Events.

      As part of its announcement of certain unaudited financial results for the quarter and year ended December 31, 2006, the Company briefly discussed its pending acquisition of TB Wood’s Corporation pursuant to an expected tender offer for all of TB Wood’s Corporation’s common stock, as previously disclosed in the Company’s current report on Form 8-K filed on February 20, 2007. A copy of the announcement is attached hereto as Exhibit 99.1, which is incorporated by reference herein.

Item 9.01      Financial Statements and Exhibits

     (c) Exhibits

99.1 Press release of Altra Holdings, Inc., dated February 27, 2007, announcing certain financial results for the year ended December 31, 2006.

2

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 hereunto duly authorized.

ALTRA INDUSTRIAL MOTION, INC.
/s/ Michael L. Hurt
Name:	Michael L. Hurt
Title:	Chief Executive Officer

Date: February 28, 2007

3

EX-99.1

ALTRA HOLDINGS ANNOUNCES RESULTS FOR
YEAR END 2006 AND THE FOURTH QUARTER 2006

QUINCY, MA — February 27, 2007

Altra Holdings, Inc. (NASDAQ: AIMC), a leading global supplier of clutch brakes, couplings, gearing and power transmission components, announced that for the year ended December 31, 2006 net income was $8.9 million compared to $2.5 million in 2005, an increase of 257.1%. Fully diluted earnings per share for 2006 was $0.46. Net sales for 2006 were $462.3 million, compared to $363.5 million for 2005, an increase of 27.2%. Gross profit as a percentage of net sales for 2006 increased to 27.1% from 25.2% in 2005. Operating income for 2006 was $41.1 million compared to $25.4 million in 2005, an increase of 62.0%. For 2006, our Hay Hall acquisition and new linear business increased net revenues by $68.8 million. Revenue performance was driven by strong distribution sales for the aftermarket and the strength of several key markets including energy, primary metals, and mining.

For the fourth quarter ended December 31, 2006 the Company recorded a net loss of $(1.8) million compared to net income of $1.3 million for the fourth quarter of 2005. Fully diluted loss per share for the fourth quarter of 2006 was $(0.46). Fourth quarter 2006 net sales were $114.8 million, compared to $90.0 million in the fourth quarter of 2005, an increase of 27.6%. Gross profit as a percentage of net sales for the fourth quarter of 2006 was 26.9% compared to 27.7% in the fourth quarter of last year. Fourth quarter 2006 operating income was $3.9 million compared to $8.3 million in the fourth quarter of 2005, a decrease of 53.3%. Excluding expenses related to the Hay Hall acquisition, the IPO executed on December 14, 2006, the restricted employee stock grants made in August 2006, and a fee associated with the termination of an advisory services agreement with Altra’s former private equity sponsor, fourth quarter 2006 operating income was $9.4 million, a 13.9% improvement over fourth quarter 2005.

Michael L. Hurt, Chairman and CEO said “By any measure our 2006 financial performance was outstanding; the 27.2% increase in revenues was the result of good execution by our management team in integrating the Hay Hall and Bear Linear acquisitions while simultaneously achieving more than 8% organic growth. Using our Altra Business System (ABS) and Low Cost Country sourcing office we improved gross profit by 190 basis points. Driven primarily by revenue growth and operational improvement, we more than tripled our full year net income to $8.9 million. This 2006 financial performance combined with our recent IPO gives Altra additional financial flexibility to grow both organically and through acquisitions. Also, we are excited about our proposed acquisition of TB Wood’s which is a perfect fit with Altra’s core business.”

Altra Holdings

	(Unaudited)
Statement of Operations Data:	Quarter Ended						Year Ended
In Thousands of Dollars	December 31, 2006			December 31, 2005			December 31, 2006			December 31, 2005
Net sales	$	114,774		$	89,974		$	462,285		$	363,465
Cost of sales		83,877			65,046			336,836			271,952
Gross profit		30,897			24,928			125,449			91,513
Selling, general & operating expenses		27,043			16,678			88,214			66,163
OPEB Curtailment		—			—			(3,838	)		—
Operating income		3,854			8,250			41,073			25,350
Interest expense		6,097			4,867			25,479			19,514
Other (income) expense		209			(20	)		856			(17	)
Income before taxes		(2,452	)		3,403			14,738			5,853
Income taxes		(700	)		2,108			5,797			3,349
Net income	$	(1,752	)	$	1,295		$	8,941		$	2,504
Other Financial Data:
Depreciation & amortization		4,300			3,069			14,611			11,533
Non cash inventory step up costs		—			—			2,278			1,699
Capital expenditures		3,888			2,798			10,021			6,199
Net Income per share:
Basic	$	(0.46	)				$	7.56
Diluted	$	(0.46	)				$	0.46
Weighted Average common shares outstanding
Basic		3,842						1,183
Diluted		3,842						19,525

The company will conduct an investor conference call on Wednesday, February 28, 2007 at 11:00 AM EST to discuss its full year and fourth quarter financial results. The public is invited to listen to the conference call by dialing 877-602-6039 domestically or 706-643-1953 for international access, and asking to participate in Conference ID# 1313079. A replay of the recorded conference call will be available from February 28, 2007 until March 7, 2007. To listen to the replay, dial 800-642-1687 domestically or 706-645-9291 for international access and ask for Conference ID#1313079.

Altra Holdings, Inc., through its wholly-owned subsidiary Altra Industrial Motion, Inc., is a leading multinational designer, producer and marketer of a wide range of mechanical power transmission products. The company brings together strong brands covering over 35 product lines with production facilities in six countries and sales coverage in over 70 countries. Our leading brands include Boston Gear, Warner Electric, Formsprag Clutch, Ameridrives Couplings, Industrial Clutch, Kilian Manufacturing, Marland Clutch, Nuttall Gear, Stieber Clutch, Wichita Clutch, Twiflex Limited, Bibby Transmissions, Matrix International, Inertia Dynamics, Huco Dynatork and Warner Linear.

The tender offer described in this press release for the outstanding shares of TB Wood’s Corporation has not yet commenced, and this announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer will be made only through an Offer to Purchase and the related Letter of Transmittal. We urge investors and security holders to read the following documents, when they become available, regarding the tender offer and merger because they will contain important information: Altra Holdings’ Tender Offer Statement on Schedule TO including the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery; and TB Wood’s Solicitation Recommendation Statement on Schedule 14D-9. These documents and amendments to these documents will be filed with the United States Securities and Exchange Commission when the tender offer commences. When these and other documents are filed with the SEC, they may be obtained free at the SEC’s web site at http://www.sec.gov. Free copies of each of these documents (when available) also can be obtained from the information agent for the offer, which will be announced.

This press release includes statements which are forward looking within the meaning of applicable securities laws. These statements may include or imply projections of future performance that are based upon the company’s expectations or assumptions. These expectations and assumptions, as well as the company’s future performance, are subject to a number of risks and uncertainties. Factors that could cause actual results to differ from projected results are described from time to time in the company’s Securities and Exchange Commission reports and other filings, including but not limited to the risks described in the Registration Statement on Form S-1/A filed on December 12, 2006. Altra Holdings, Inc. is under no obligation to, and expressly disclaims any obligation to, update or, alter its forward looking statements, whether as a result of new information, future events or otherwise.

SOURCE: Altra Holdings documents
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CONTACT INFORMATION:
David Wall
Chief Financial Officer
Phone: (617) 689-6380
Email: david.wall@altramotion.com