8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

AMENDMENT No. 1 to CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

April 21, 2006

FRANKLIN ELECTRIC CO., INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

INDIANA	0-362	35-0827455
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

400 EAST SPRING STREET BLUFFTON, INDIANA	46714
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)

(260) 824-2900

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

No Change

(Former name and former address, if changed since last report)

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.):

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)

o 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))

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Preliminary Note

This Form 8-K/A amends the Form 8-K filed by Franklin Electric Co., Inc. on April 21, 2006 (the “Original 8-K”), announcing the completion of the acquisition of Little Giant Pump Company (the “Company”) on April 21, 2006.  The purpose of this Form 8-K/A is to file as part of the Original 8-K the audited financial statements of the Company as of December 31, 2005, the unaudited financial statements of the Company as of the first quarter 2006, and the Company’s unaudited pro forma combined condensed financial statements, as of and for, the year ended December 31, 2005 and, as of and for, the first quarter ended 2006, for which these statements reflect the pro forma effects of the acquisition of Little Giant Pump Company by Franklin Electric Co., Inc.

Item 9.01 Financial Statements and Exhibits

(a)Financial Statements of Little Giant Pump Company — Year ended December 31, 2005

The following financial statements of Little Giant Pump Company are being filed with this report

as Exhibit 99.2:

Report of Independent Auditors

Balance Sheet as of December 31, 2005

Statement of Income for the year ended December 31, 2005

Statement of Retained Earnings for the year ended December 31, 2005

Statement of Cash Flows for the year ended December 31, 2005

Notes to Financial Statements

Financial Statements of Little Giant Pump Company — First quarter ended 2006 (unaudited)

The following financial statements of Little Giant Pump Company are being filed with this report as Exhibit 99.3:

Balance Sheet as of March 31, 2006 (Unaudited)

Statement of Income for the first quarter ended 2006 (Unaudited)

Statement of Cash Flows for the first quarter ended 2006 (Unaudited)

Notes to Financial Statements

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(b)Unaudited Pro Forma Financial Information

The following pro forma financial information is being filed with this report as Exhibit 99.4:

Unaudited Pro Forma Combined Condensed Balance Sheet for the first quarter ended 2006

Unaudited Pro Forma Combined Condensed Statement of Income for the year ended December 31, 2005

Unaudited Pro Forma Combined Condensed Statement of Income for the first quarter ended 2006

Notes to Unaudited Pro Forma Combined Condensed Financial Statements

(c)Exhibits

Exhibit No.Description

2.2Consent of Independent Registered Public Accounting Firm

99.1Press release dated April 21, 2006 regarding the acquisition of Little Giant Pump Company

99.2Financial statements of Little Giant Pump Company - December 31, 2005

99.3Unaudited Financial statements of Little Giant Pump Company - First quarter ended 2006

99.4Unaudited Pro Forma Financial Information

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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.

	FRANKLIN ELECTRIC CO., INC.
	(Registrant)
Date: July 31, 2006	By: /s/ Thomas J. Strupp
	Thomas J. Strupp
	Vice President, Chief Financial Officer
	and Secretary (Principal Financial and
	Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
2.2	Consent of Independent Registered Public Accounting Firm
99.1	Press release dated April 21, 2006 regarding the acquisition of Little Giant Pump Company (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K dated April 21, 2006)
99.2	Financial Statements of Little Giant Pump Company — December 31, 2005
99.3	Unaudited Financial Statements of Little Giant Pump Company — First quarter ended 2006
99.4	Unaudited Pro Forma Financial Information

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EX-2.2

Exhibit 2.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (file numbers 333-01957, 333-01959, 333-59771, 333-34992, 333-34994, 333-34996, 333-111370 and 333-124845) of Franklin Electric Co., Inc. of our report datedJuly 27, 2006 relating to the financial statements of Little Giant Pump Company, which appear in the Current Report on Form 8-K/A, Amendment No. 1 to Current Report on Form 8-K of Franklin Electric Company, Inc. dated April 21, 2006.

/s/ McGladrey & Pullen LLP

Elkhart, Indiana

July 31, 2006

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EX-99.2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Little Giant Pump Company

Oklahoma City, OK

We have audited the accompanying balance sheet ofLittle Giant Pump Company, a wholly-owned subsidiary of Tecumseh Products Company as of December 31, 2005, and the related statement of income, retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As described in Note 1, the accompanying financial statements have been prepared using the assets, liabilities, revenues and expenses related to the historical operations of the Company on a carve-out basis and are not necessarily indicative of the costs and expenses that would have resulted if the Company had been operated as a separate entity. Certain expenses represent allocations and estimates of costs from Tecumseh Products Company and estimates are based on assumptions that management believes are reasonable under the circumstances. Such financial statements have been prepared in connection with the sale of the Company by Tecumseh Products Company to Franklin Electric Company, Inc.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Little Giant Pump Company, a wholly-owned subsidiary of Tecumseh Products Company as of December 31, 2005, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/McGladrey & Pullen, LLP

Elkhart, Indiana

July 27, 2006

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EXHIBIT 99.2

Little Giant Pump Company

Balance Sheet

As of December 31, 2005

(In thousands)
Assets
Current assets:
Cash	$	88
Accounts receivable (less allowance of $263)		11,668
Net inter-company receivable		16,173
Inventories:
Raw materials		10,727
Work-in-process		850
Finished goods		13,892
		25,469
Deferred income taxes		4,928
Other current assets		568
Total current assets		58,894
Property, plant and equipment, net		9,998
Goodwill		5,104
Total non-current assets		15,102
Total assets	$	73,996
Liabilities and shareholder’s equity
Current liabilities:
Accounts payable	$	4,885
Accrued liabilities		6,796
Employee benefit plans (as administered by the Parent company)		16,648
Total current liabilities		28,329
Deferred income taxes		353
Total liabilities	$	28,682
Shareholder’s equity
Common shares ($1 par value, 500 shares authorized and 500 shares outstanding)		1
Additional paid-in-capital		8,753
Retained earnings		36,560
Total shareholder’s equity		45,314
Total liabilities and shareholder’s equity	$	73,996

See notes to audited financial statements

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Little Giant Pump Company

Statement of Income

For The Year Ended December 31, 2005

(In thousands)
Net sales	$	106,325
Cost of sales		75,834
Gross profit		30,491
Selling and administrative expenses		22,170
Operating income		8,321
Other expense		(50	)
Income before income taxes		8,271
Income taxes		3,159
Net income	$	5,112

See notes to audited financial statements

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Little Giant Pump Company

Statement of Retained Earnings

For The Year Ended December 31, 2005

(In thousands)
Balance year end 2004	$	36,448
Net income		5,112
Dividends		(5,000	)
Balance year end 2005	$	36,560

See notes to audited financial statements

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Little Giant Pump Company

Statement of Cash Flows

For The Year Ended December 31, 2005

(In thousands)
Cash flows from operating activities
Net income	$	5,112
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation and amortization		1,161
Deferred income taxes		(271	)
Changes in assets and liabilities:
Accounts receivable		(5,342	)
Inventories		1,618
Accounts payable and accrued liabilities		9,936
Other current assets		(283	)
Net cash flows from operating activities		11,931
Cash flows from investing activities
Additions to property and equipment		(3,165	)
Net cash flows from investing activities		(3,165	)
Cash flows from financing activities
Net borrowings/repayments of inter-company receivables		(5,467	)
Dividends paid to Parent		(5,000	)
Net cash flows from financing activities		(10,467	)
Net change in cash		(1,701	)
Cash at beginning of period		1,789
Cash at end of period	$	88

See notes to audited financial statements

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NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED, DECEMBER 31, 2005

Little Giant Pump Company

(In thousands)

1. BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Little Giant Pump Company (the “Company”), a wholly-owned subsidiary of Tecumseh Products Company (the “Parent”), and a leading worldwide provider of commercial and consumer water transfer solutions, was acquired by Franklin Electric Co., Inc. on April 21, 2006 as indicated in the initial form 8-K dated April 21, 2006. In response to Item 9.01 of such Form 8-K, Franklin Electric stated that it would file certain financial information in a subsequent 8-K/A. This amendment provides audited financial information containing the financial position, results of operations and cash flows, as of, and for the year ended December 31, 2005.

The preparation of these financial statements includes the use of “carve out” accounting procedures wherein certain assets, liabilities and expenses historically recorded or incurred at the Parent level, which related to or were incurred on behalf of the Company, have been identified and allocated as appropriate to reflect the stand-alone financial results of the Company, in accordance with accounting principles generally accepted in the United States of America. In the ordinary course of business, the Parent provides various services, including accounting, treasury, tax, legal, human resources, public affairs and executive oversight. Fees for these services are charged to the Company by the Parent based on specifically identifiable expenses or are allocated to the Company by the Parent based primarily upon the Company’s proportionate number of employees or sales dollars. Both the Company and the Parent consider these cost allocations to be reasonable reflections of the cost of services provided. Charges for these services totaled $4,657 in 2005 and were included in selling and administrative expenses. These charges may not necessarily be indicative of the costs the Company would incur for these services if it was a stand-alone, independent company.

Summary of Significant Accounting Policies

Revenue Recognition - Products are shipped utilizing common carriers direct to customers or, for consignment products, to customer specified warehouse locations. Sales are recognized when the risk and rewards of ownership have transferred to the customer upon delivery to the customer. In the case of consignment products, sales are recognized when transferred from the customer specified warehouse location, delivered, and accepted by the customer. The Company records net sales revenues after discounts at the time of sale based on specific discount programs in effect, historical data, and experience.

Delivery Costs - The Company’s delivery costs related to product sales are included in cost of sales.

Research and Development Expenses - The Company’s research and development activities are charged to expense in the period incurred.

Accounts Receivable and Allowance for Uncollectible Accounts - Accounts receivable are stated at estimated net realizable value. Accounts receivable is comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining collectibility, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.

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Inventories - Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) method. The Company reviews its inventories for excess or obsolete products or components. Based on an analysis of historical usage and management’s evaluation of estimated future demand, market conditions, and alternative uses for possible excess or obsolete parts, reserves are recorded or changed.

Under Statement of Financial Accounting Standard (“SFAS”) No. 151 “Inventory Costs”, abnormal amounts of idle facility costs, excessive freight, and spoilage are recognized as current period charges. In addition, this Statement requires that allocation of fixed production overheads to conversion costs be based on normal capacity of the production facilities. The Company has adopted this pronouncement and accounts for inventory costs accordingly.

Property, Plant and Equipment - Property, plant and equipment are stated at cost. Depreciation of plant and equipment is provided principally on a straight line basis over the estimated useful lives of 15 to 40 years for land improvements and buildings, 2 to 12 years for machinery, equipment, furniture, and fixtures. Maintenance, repairs, and renewals of a minor nature are expensed as incurred. Betterments and major renewals which extend the useful lives of buildings, improvements, and equipment are capitalized. Accelerated depreciation methods are used for income tax purposes.

Goodwill and Other Intangible Assets - Under Statement of Financial Accounting Standards (“SFAS”) No. 142 “Goodwill and other Intangible Assets”, goodwill is not amortized; however, it must be tested for impairment, at least annually. Under this guidance, the Parent performs goodwill impairment testing for its reporting segment, annually or more frequently whenever events or a change in circumstances indicate that the asset may be impaired. The Parent requires the subsidiary to adjust goodwill in the event of impairment. No impairment loss was required to be recognized in 2005.

Impairment of Long-Lived Assets - The Company accounts for impairment of long-lived assets in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-’Lived Assets”. The Statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets to be disposed of are reported at the lower of carrying amount or fair value, less cost to sell.

Use of Estimates - Management’s best estimate of certain amounts is required in preparation of the consolidated financial statements in accordance with generally accepted accounting principles, and actual results could differ from those estimates.

Taxes - The Company is included in the consolidated federal income tax return of the Parent.  The tax provision included in the accompanying financial statements is calculated as if the Company filed separate federal and state income tax returns.  Deferred taxes are provided on temporary differences between the financial statement and tax basis of assets and liabilities which will have a future impact on taxable income.  The Company pays the Parent or receives payment from the Parent based on taxable income of the Company but using the Parent’s income tax rate.  Any difference between the Company’s income tax provision determined on a separate return basis and the provision determined under the Parent’s income tax rate is reflected as an increase or decrease to the Company’s inter-company balance with the Parent.  During 2005, the Company’s income tax provision on a separate return basis was $1,234 more than income taxes based on the Parent’s income tax rate.  Accordingly, the Company decreased the inter-company balance due from the Parent for this amount.

Employee Benefits - Costs incurred by the Parent on behalf of the Company for pension, retiree health care, workers compensation, and other employee benefits costs are allocated for recognition in the subsidiary’s financial records based on the subsidiary’s headcount.

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Debt and Interest - The Parent has not allocated any portion of its debt or related interest cost to the Company, and no portion of the Parent's debt is specifically related to the operations of the Company. Accordingly, the Company's financial statements include no charges for interest or capitalized interest.

2. RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Parent provides various services (see Note 1). Fees for these services are charged to the Company by the Parent based on specifically identifiable expenses or are allocated to the Company by the Parent based primarily upon the Company’s proportionate number of employees or sales dollars. The following allocated expenses were included in selling and administrative expenses for the year ended December 31, 2005:

(In thousands)	2005
Employee benefits	$	2,564
Corporate administration		1,194
Pensions and post-retirement benefits		548
Insurance		284
Product liability		43
Taxes		24
Total	$	4,657

These allocations may not necessarily be indicative of the costs the Company would incur for these services if it was a stand-alone, independent company.

The Company purchases products from and sells products to other Parent divisions. Finished goods are sold to such affiliates (MP Pumps, Cool Products) at cost plus margin. For the year ended December 31, 2005, these sales represented an immaterial percentage of the Company’s total sales. Component purchases (net of discounts) made from affiliates (Fasco Motors, TPC Applied Electronic Group, and Tecumseh Paris), at the respective affiliate's cost plus a negotiated margin, totaled $3,749 for the year ended December 31, 2005. Affiliate receivables and payables are assumed immediately settled and accordingly, represent an immaterial portion of the Company’s payables and receivables balances.

Other transactions with Parent - The Parent maintains all banking relationships. All payments from the Company's customers are deposited into accounts maintained by the Parent. The Parent also makes cash disbursements on behalf of the Company from bank accounts which are maintained and funded by the Parent on a daily basis.

3. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, at cost, consists of the following:

(In thousands)	2005
Land and Buildings	$	10,840
Machinery and Equipment		12,899
		23,739
Allowance for depreciation		(14,025	)
Other - held-for-sale		284
Total	$	9,998

The Company classifies certain assets as “Held-for-sale” at the lower of their carrying value or fair market value, according to SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”.

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4.   ACCRUED LIABILITIES

Accrued liabilities consist of:

(In thousands)	2005
Product warranty costs	$	2,706
Vacation and profit sharing		1,290
Salaries, wages, and commissions		1,751
Other		1,049
Total	$	6,796

5.   EMPLOYEE BENEFIT PLANS

As of December 31, 2005, the Parent maintained both pension and retiree medical plans. These plans were administered by the Parent with expense allocations, based on headcount, to the subsidiary. The actuarially determined liabilities, totaling $16,648, as presented on the balance sheet as a current liability, represent pension and other post-retirement benefits based on years of service. With the subsequent acquisition of Little Giant Pump Company by Franklin Electric Co., Inc. (see Note 10) the determined liability will remain with the Parent. Detailed Parent employee benefit plan disclosures are available in Tecumseh Products Company’s 10-K filed March 15, 2006.

The Parent provides medical coverage to the Company, as part of a self-funded plan. For the year ended December 31, 2005, the Company expensed $2,021 in medical benefits. The Parent also maintains a 401(k) plan, in which Company employees could contribute up to 6 percent of earnings for a 3 percent match by the Parent. The total expense for the year ended December 31, 2005 was $244.

6.   INCOME TAXES

Income before income taxes consisted of domestic manufactured products totaling $8,271.

The income tax provision consisted of:

(In thousands)
	2005
Currently payable:
Federal	$	2,902
State		528
Deferred:
Federal		(230	)
State		(41	)
	$	3,159

Significant components of the Company's deferred tax assets and liabilities were as follows:

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(In thousands)
	2005
Deferred tax assets:
Inventory capitalization	$	892
Employee benefits		1,806
Accrued expenses and reserves		2,230
Other items		219
Total deferred tax assets		5,147
Deferred tax liabilities:
Intangible assets		572
Net deferred tax assets	$	4,575

The portions of current and non-current deferred tax assets and liabilities were as follows:

(In thousands)
	2005
	Deferred Tax Assets		Deferred Tax Liabilities		Total Deferred Tax
Current	$	4,928	$	0	$	4,928
Non-current		219		572		353
	$	5,147	$	572	$	4,575

There was no valuation allowance for deferred tax assets required in 2005.

The differences between the statutory and effective tax rates were as follows:

	2005
U.S. Federal statutory rate		35.0	%
State income taxes, net of federal benefit		3.9
Extraterritorial income exclusion		(0.9	)
Other items		0.2
Effective tax rate		38.2	%

7.   CONTINGENCIES AND COMMITMENTS

The Company is defending various claims and legal actions, including environmental matters, which have arisen in the ordinary course of business. In the opinion of management, based on current knowledge of the facts and after discussion with counsel, these claims and legal actions can be successfully defended or resolved without a material adverse effect on the Company’s financial position, results of operations, and net cash flows.

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8.   PRODUCT WARRANTY

The Company’s standard warranty is 12 months, from date of manufacture, for non-distributor sales, and 18 months, from the date of sale, for distributor sales. The Company’s warranty policy requires the Company to repair or replace defective products during the warranty period at no cost to the customer. 

At the time product revenue is recognized, the Company records a liability for estimated costs that may be incurred under its warranty policy. The costs are estimated based on historical experience and any specific warranty issues that have been identified.  (Although historical warranty costs have been within expectations, there is no assurance that future warranty costs will not exceed historical amounts.)  The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the balance as necessary.

Changes in the Company’s product warranty liability are as follows:

(In thousands)	2005
Beginning balance	$	2,533
Warranties issued		2,403
Settlements made in cash or in-kind		(2,230	)
Ending balance	$	2,706

9.   GUARANTEE OF PARENT COMPANY DEBT

The Company has entered an arrangement to guarantee the repayment of debt owed by Tecumseh Products Company up to $375 million. As of the date of the sale transaction (see Note 10), and as a condition of closing, Little Giant was removed as a guarantor of the Parent’s debt.

10.   SUBSEQUENT EVENT

On March 20, 2006, Franklin Electric Co., Inc. announced a definitive agreement to acquire Little Giant Pump Company, a wholly-owned subsidiary of Tecumseh Products Company, in a stock purchase transaction and on April 21, 2006 the acquisition was complete. Little Giant Pump Company is continuing to do business as a wholly-owned subsidiary of Franklin Electric Co., Inc.

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EX-99.3

EXHIBIT 99.3

Little Giant Pump Company

Balance Sheet (Unaudited)

March 31, 2006

(In thousands)
Assets
Current assets:
Cash	$	217
Accounts receivable (less allowance of $402)		16,910
Net inter-company receivable		11,128
Inventories:
Raw materials		12,868
Work-in-process		951
Finished goods		16,696
		30,515
Deferred income taxes		4,928
Other current assets		285
Total current assets		63,983
Property, plant and equipment, net		9,625
Goodwill		5,104
Total non-current assets		14,729
Total assets	$	78,712
Liabilities and shareholder’s equity
Current liabilities:
Accounts payable	$	9,531
Accrued liabilities		5,985
Income tax payable		437
Employee benefit plans (as administered by the Parent company)		17,034
Total current liabilities		32,987
Deferred income taxes		353
Total liabilities	$	33,340
Shareholder’s equity:
Common shares ($1 par value, 500 shares authorized and 500 shares outstanding)		1
Additional paid-in-capital		8,753
Retained earnings		36,618
Total shareholder’s equity		45,372
Total liabilities and shareholder’s equity	$	78,712

See notes to unaudited financial statements

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Little Giant Pump Company

Statement of Income (Unaudited)

First Quarter Ended March 31, 2006

(In thousands)
Net sales	$	26,819
Cost of sales		19,283
Gross profit		7,536
Selling and administrative expenses		6,610
Operating income		926
Other income		319
Income before income taxes		1,245
Income taxes		436
Net income	$	809

See notes to unaudited financial statements

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Little Giant Pump Company

Statement of Cash Flows (Unaudited)

First Quarter Ended March 31, 2006

(In thousands)
Cash flows from operating activities
Net income	$	809
Adjustments to reconcile net income to net cash flows
from operating activities:
Depreciation and amortization		359
Changes in assets and liabilities:
Accounts receivable		(5,242	)
Inventories		(5,046	)
Accounts payable and accrued liabilities		(2,718	)
Income tax payable		351
Other current assets		283
Net cash flows from operating activities		(11,204	)
Cash flows from investing activities
Additions to property and equipment		(253	)
Net cash flows from investing activities		(253	)
Cash flows from financing activities
Net borrowings/repayments of inter-company receivables		11,586
Net cash flows from financing activities		11,586
Net change in cash		129
Cash at beginning of period		88
Cash at end of period	$	217

See notes to unaudited financial statements

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NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE FIRST QUARTER ENDED 2006

Little Giant Pump Company

(In thousands)

1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Little Giant Pump Company (the “Company”), a wholly-owned subsidiary of Tecumseh Products Company (the “Parent”), and a leading worldwide provider of commercial and consumer water transfer solutions, was acquired by Franklin Electric Co., Inc. on April 21, 2006 as indicated in the initial form 8-K dated April 21, 2006. In response to Item 9.01 of such form 8-K, Franklin Electric stated that it would file certain financial information in a subsequent 8-K/A. This amendment provides audited financial information containing the financial position, results of operations and cash flows, as of, and for the first quarter ended 2006.

The preparation of these financial statements includes the use of “carve out” accounting procedures wherein certain assets, liabilities and expenses historically recorded or incurred at the Parent level, which related to or were incurred on behalf of the Company have been identified and allocated as appropriate to reflect the stand-alone financial results of the Company, in accordance with accounting principles generally accepted in the United States of America. In the ordinary course of business, the Parent provides various services, including accounting, treasury, tax, legal, human resources, public affairs and executive oversight. Fees for these services are charged to the Company by the Parent based on specifically identifiable expenses or are allocated to the Company by the Parent based primarily upon the Company’s proportionate number of employees or sales dollars. Both the Company and the Parent consider these cost allocations to be reasonable reflections of the cost of services provided. Charges for these services totaled $1,063 in the first quarter 2006 and were included in selling and administrative expenses. These charges may not necessarily be indicative of the costs the Company would incur for these services if it was a stand-alone, independent company.

The balance sheet as of March 31, 2006 and the statements of operations and cash flows for the first quarter ended 2006 have been prepared without audit. In the opinion of the Company’s management, all adjustments (which include normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows as of the first quarter 2006 have been made. The quarterly financial statements and related note disclosures, for the first quarter 2006, should be read in conjunction with the audited December 31, 2005 financial statements and related disclosures.

2. RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Parent provides various services (see Note 1). Fees for these services are charged to the Company by the Parent based on specifically identifiable expenses or are allocated to the Company by the Parent based primarily upon the Company’s proportionate number of employees or sales dollars. The following allocated expenses were included in selling and administrative expenses for the first quarter ended 2006:

(In thousands)	2006
Employee benefits	$	563
Corporate administration		294
Pensions and post-retirement benefits		183
Insurance		11
Product liability		7
Taxes		5
Total	$	1,063

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These allocations may not necessarily be indicative of the costs the Company would incur for these services if it was a stand-alone, independent company.

The Company purchases products from and sells products to other Parent divisions. Finished goods are sold to such affiliates (MP Pumps) at cost plus margin. For the first quarter ended March 31, 2006, these sales represented an immaterial percentage of the Company’s total sales. Component purchases (net of discounts) made from affiliates (Fasco Motors, TPC Applied Electronic Group, and Tecumseh Paris), at the respective affiliate's cost plus a negotiated margin, totaled $1,332 for the first quarter ended March 31, 2006. Affiliate receivables and payables are assumed immediately settled and accordingly, represent an immaterial portion of the Company’s payables and receivables balances.

Other transactions with Parent - The Parent maintains all banking relationships. All payments from the Company's customers are deposited into accounts maintained by the Parent. The Parent also makes cash disbursements on behalf of the Company from bank accounts which are maintained and funded by the Parent on a daily basis.

3.   ACCRUED LIABILITIES

Accrued liabilities consist of:

(In thousands)	2006
Product warranty costs	$	2,731
Vacation and profit sharing		1,615
Salaries, wages, and commissions		178
Taxes		351
Other		1,460
Total	$	6,335

Changes in the Company’s product warranty liability are as follows:

(In thousands)	2006
Beginning balance	$	2,706
Accruals related to product warranty		554
Settlements made in cash or in-kind		(529	)
Ending balance	$	2,731

4.   EMPLOYEE BENEFIT PLANS

As of the first quarter ended March 31, 2006, the Parent maintained both pension and retiree medical plans. These plans were administered by the Parent with expense allocations, based on headcount, to the subsidiary. The actuarially determined liabilities, totaling $17,034, as presented on the balance sheet as a current liability, represent pension and other post-retirement benefits based on years of service. With the subsequent acquisition of Little Giant Pump Company by Franklin Electric Co., Inc. (see Note 6) the determined liability will be recognized and recorded by the Parent. Detailed Parent employee benefit plan disclosures are available in Tecumseh Products Company’s 10-K filed March 15, 2006.

The Parent maintains a 401(k) plan, in which Company employees could contribute up to 6 percent of earnings for a 3 percent match by the Parent. The total expense for the first quarter ended March 31, 2006 was $71.

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5.   GUARANTEE OF PARENT COMPANY DEBT

The Company has entered an arrangement to guarantee the repayment of debt owed by Tecumseh Products Company up to $375 million. As of the date of the sale transaction (see Note 6), and as a condition of closing, Little Giant was removed as a guarantor of the Parent’s debt.

6.   SUBSEQUENT EVENT

On March 20, 2006, Franklin Electric Co., Inc. announced a definitive agreement to acquire Little Giant Pump Company, a wholly-owned subsidiary of Tecumseh Products Company, in a stock purchase transaction and on April 21, 2006 the acquisition was complete. Little Giant Pump Company is continuing to do business as a wholly-owned subsidiary of Franklin Electric Co., Inc.

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EX-99.4

EXHIBIT 99.4

FRANKLIN ELECTRIC CO., INC. 

Little Giant Pump Company

UNAUDITED PRO FORMACOMBINED CONDENSED FINANCIAL STATEMENTS

The following unaudited pro forma statements give effect to the acquisition of Little Giant Pump Company (the “Company”), a wholly-owned subsidiary of Tecumseh Products Company (the “Parent”), by Franklin Electric Co., Inc. on April 21, 2006 using the purchase method of accounting, after giving effect to the pro forma adjustments described in the accompanying notes. The unaudited pro forma combined condensed consolidated financial statements and related notes thereto should be read in conjunction with the audited and unaudited historical consolidated financial statements and notes of Franklin Electric Co., Inc. and Little Giant, as previously filed on Franklin Electric’s Annual Report on Form 10-K for the year ended December 31, 2005 and Franklin Electric’s Current Report on Form 8-K/A, respectively.

The unaudited pro forma combined condensed statements of operations for the year ended December 31, 2005 and March 31, 2006 give effect to the acquisition of Little Giant Pump Company as if it had occurred on January 1, 2005.  The unaudited pro forma combined condensed balance sheet as of March 31, 2006 is as if the acquisition occurred on March 31, 2006.  

The unaudited pro forma adjustments described in the accompanying notes are based upon preliminary estimates and assumptions that the management of Franklin Electric Co., Inc. believes are reasonable. The pro forma adjustments are based on the information and assumptions available at the time of the acquisition. The purchase price has been allocated on a preliminary basis, with the excess cost allocated to goodwill. These allocations are subject to change and will be complete pending a final fair value analysis of assets acquired and liabilities assumed. These unaudited pro forma combined condensed financial statements are prepared for informational purposes only and are not necessarily indicative of actual results or financial position that would have been achieved had the acquisition of Little Giant been consummated on the dates indicated and are not necessarily indicative of future operating results or financial position of the consolidated companies. The unaudited pro forma combined condensed financial statements do not give effect to any cost savings or incremental costs that may result from the integration of Franklin Electric Co., Inc. and Little Giant Pump Company.

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FRANKLIN ELECTRIC CO., INC.

Little Giant Pump Company

Unaudited Pro Forma Combined Condensed Balance Sheet

For The First Quarter Ended 2006

(In thousands)  (	Franklin Electric April 1, 2006			Little Giant March 31, 2006		Pro-Forma					Pro-Forma Combined
	(Historical)			(Historical)		Adjustments					Condensed
Assets
Current assets:
Cash and cash equivalents	$	69,378		$	217	$	(53,062	)	(2a	)	$	16,533
Receivables		42,446			16,910							59,356
Net inter-company receivable		-			11,128		(11,128	)	(2b	)		-
Inventories		80,929			30,515							111,444
Deferred income taxes					4,928		(4,928	)	(2e	)		-
Other current assets		14,900			285							15,185
Total current assets		207,653			63,983		(69,118	)				202,518
Property, plant and equipment, net		95,861			9,625							105,486
Deferred and other assets		22,497										22,497
Goodwill and other long-lived assets		58,393			5,104		76,359		(2d	)		139,856
Total assets	$	384,404		$	78,712	$	7,241				$	470,357
Liabilities and shareholders’ equity
Current liabilities:
Current maturities of long-term debt and short-term borrowings	$	1,309		$	-						$	1,309
Accounts Payable		20,508			9,531							30,039
Accrued liabilities		28,601			5,985							34,586
Employee benefit plan obligations					17,034		(17,034	)	(2c	)		-
Income taxes		3,433			437							3,870
Total current liabilities		53,851			32,987		(17,034	)				69,804
Long-term debt		12,350			-		70,000		(2a	)		82,350
Deferred income taxes		4,369			353		(353	)	(2e	)		4,369
Employee benefit plan obligations		25,899										25,899
Other long-term liabilities		5,630										5,630
Shareholders’ equity:
Common shares		2,265			1		(1	)	(2b	)		2,265
Additional capital		80,030			8,753		(8,753	)	(2b	)		80,030
Retained earnings		197,625			36,618		(36,618	)	(2b	)		197,625
Loan to ESOP trust		(200	)		-							(200	)
Accumulated other comprehensive loss		2,585			-							2,585
Total shareholders’ equity		282,305			45,372		(45,372	)				282,305
Total liabilities and shareholders’ equity	$	384,404		$	78,712	$	7,241				$	470,357

See notes to pro forma combined condensed financial statements

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FRANKLIN ELECTRIC CO., INC.

Little Giant Pump Company

Unaudited Pro Forma Combined Condensed Statement of Income

For The Year Ended December 31, 2005

	Franklin Electric			Little Giant					Pro-Forma					Pro-Forma Combined
(In thousands, except per share data)		(Historical	)		(Historical	)				Adjustments					Condensed
Net sales	$	439,559		$	106,325									$	545,884
Cost of sales		291,745			75,834										367,579
Gross profit		147,814			30,491										178,305
Selling and administrative expenses		75,448			22,170										97,618
Restructuring expense		1,920			-										1,920
Operating income		70,446			8,321										78,767
Interest expense		(766	)		-					(6,113	)	(3a	)		(6,879	)
Other income/(expense), net		1,200			(50	)	))	)							1,150
Foreign exchange income		213													213
Income before income taxes		71,093			8,271					(6,113	)				73,251
Income taxes		25,084			3,159					(2,398	)	(3b	)		25,845
Net income	$	46,009		$	5,112				$	(3,715	)			$	47,406
Per share data:
Basic earnings per share	$	2.07												$	2.14
Diluted earnings per share	$	1.98												$	2.04
Dividends per common share	$	0.38												$	0 .38

See notes to pro forma combined condensed financial statements

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FRANKLIN ELECTRIC CO., INC.

Little Giant Pump Company

Unaudited Pro Forma Combined Condensed Statement of Income

For The First Quarter Ended 2006

	Franklin Electric April 1, 2006			Little Giant March 31, 2006		Pro-Forma					Pro-Forma Combined
(In thousands, except per share data)	(Historical)			(Historical)		Adjustments					Condensed
				2
Net sales	$	110,980		$	26,819						$	137,799
Cost of sales		74,388			19,283							93,671
Gross profit		36,592			7,536							44,128
1h
Selling and administrative expenses		21,615			6,610							28,225
Operating income		14,977			926							15,903
Interest expense		(193	)		-		(1,406	)	(3a	)		(1,599	)
Other income, net		445			319							764
Foreign exchange loss		(45	)									(45	)
Income before income taxes		15,184			1,245		(1,406	)				15,023
Income taxes		5,485			436		(494	)	(3b	)		5,427
Net Income	$	9,699		$	809	$	(912	)			$	9,596
Per share data:
Basic earnings per share	$	0.43									$	0.42
Diluted earnings per share	$	0.42									$	0.42
Dividends per common share	$	0.10									$	0.10

See notes to pro forma combined condensed financial statements

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FRANKLIN ELECTRIC CO., INC.

NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

1.Basis of Pro Forma Presentation

On April 21, 2006, Franklin Electric Co., Inc. completed the acquisition of Little Giant Pump Company, formerly a wholly-owned subsidiary of Tecumseh Products Company.  The unaudited pro forma combined condensed statements of operations for the year ended December 31, 2005 and March 31, 2006 give effect to the acquisition of Little Giant Pump Company as if it had occurred on January 1, 2005. The unaudited pro forma combined condensed balance sheet as of March 31, 2006 is as if the acquisition occurred on March 31, 2006.  The unaudited pro forma information is based on the historical consolidated financial statements of Franklin Electric and Little Giant Pump Company, as described in the pro forma financial statements, under the purchase method of accounting and accordingly, the respective assets acquired and liabilities assumed have been recorded at their fair market value and consolidated into the net assets of Franklin Electric.

A summary of the preliminary purchase price allocation for the acquisition, as if the purchase occurred on March 31, 2006, is as follows:

(In thousands)
Purchase Price:
Initial purchase price paid	$	120,801
Transaction costs paid and accrued		2,044
Total estimated purchase consideration	$	122,845
Preliminary allocation of purchase price:
Net working capital excluding cash	$	31,757
Property and equipment		9,625
Goodwill and other long-lived assets		81,463
Purchase price	$	122,845

Based upon the preliminary purchase price allocation, the total purchase price exceeded the net assets acquired and liabilities assumed when adjusted to fair market value and resulted in goodwill in the pro forma combined condensed financial information of approximately $81,500. These allocations are subject to change, pending post-closing adjustments, and will be considered complete upon a final fair value analysis of assets acquired and liabilities assumed. Thereafter, the adjusted purchase price will be assigned to identifiable tangible and intangible assets. Identifiable tangible assets will be depreciated over their determined useful life. In accordance with SFAS No. 142 “Goodwill and Other Intangible Assets”, the identifiable intangible assets will be amortized over their useful life, based on a pattern of economic benefit or consumption.

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2.     Unaudited Pro Forma Combined Condensed Balance Sheet

The following adjustments were applied to the Pro Forma Balance Sheet:

	(In thousands)	First Quarter Ended 2006
(a)	Increase cash for amount borrowed under long-term debt of $70,000 less $122,845 in Little Giant purchase consideration and the Company’s cash balance of $217. Record additional Company long-term debt.	($53,062) $70,000
(b)	Eliminate historic Little Giant Pump Company Shareholder’s Equity, and net inter-company receivables.	($1) ($8,753) ($36,618) ($11,128)
(c)	Eliminate the allocated Little Giant Pump Company post retiree medical benefits, which were administered by the Parent company. With the subsequent acquisition of Little Giant Pump Company by Franklin Electric Co., Inc (see Note 6) the liability recognized by the Parent company will no longer be allocated to the Company.	($17,034)
(d)	Adjust to record Little Giant Pump Company goodwill for excess of purchase price over the preliminary fair values of the assets acquired less the liabilities assumed in accordance with SFAS No. 142 “Goodwill and other Intangible Assets”. Eliminate the existing Company goodwill.	$81,463 ($5,104)
(e)	Eliminate deferred income taxes	($4,928) ($353)

3.     Unaudited Pro Forma Combined Condensed Statement of Income

The following adjustments were applied to the Pro Forma Statement of Income:

	(In thousands)	Year Ended December 31, 2005	First Quarter Ended 2006
(a)	Adjust Franklin Electric interest expense to reflect additional Franklin Electric long-term debt associated with the acquisition of Little Giant Pump Company. The offset to this expense is recorded as accrued liabilities in the balance sheet. The average interest rate applied is 5.3 %.	($6,113)	($1,406)
(b)	Adjust pro forma income taxes at the effective income tax rate of Franklin Electric for the tax effect of net changes in the results of operations.  The offset to this expense is recorded as income taxes in the balance sheet.	($2,398)	($494)

4.   If interest rates for the portion of the Company’s long-term debt based on variable rates were to change 1/8 percent for the year ended December 31, 2005 and for the first quarter ended 2006, interest expense would have changed $144 and $33, respectively.

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