SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

~~WASHINGTON,~~FORM ~~D.C.~~8-K CURRENT ~~20549~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~FORM~~Date ~~8-K~~ of Report (Date of earliest event reported): October 17, 2003

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number: 333-46607-12		Commission file number: 333-46607

Werner Holding Co. (PA), Inc.		Werner Holding Co. (DE), Inc.
(Exact name of co-registrant as specified in charter)		(Exact name of co-registrant as specified in charter)

Pennsylvania (State or other jurisdiction of incorporation)	25-0906895 (IRS employer identification no.)	Delaware (State or other jurisdiction of incorporation)	25-1581345 (IRS employer identification no.)









93 Werner Rd. Greenville, PA (Address of principal executive offices)	16125 (Zip Code)	1105 North Market St., Suite 1300 Wilmington, DE (Address of principal executive offices)	19899 (Zip Code)

Date of Report (Date of earliest event reported): May 28, 2003


(724) 588-2550		(302) 478-5723
(Co-registrant’s telephone number, including area code)		(Co-registrant’s telephone number, including area code)

Commission file number: 333-46607-12		Commission file number: 333-46607
Werner Holding Co. (PA), Inc. (Exact name of co-registrant as specified in charter)		Werner Holding Co. (DE), Inc. (Exact name of co-registrant as specified in charter)

Pennsylvania (State or other jurisdiction of incorporation)		25-0906895 (IRS employer identification no.)		Delaware (State or other jurisdiction of incorporation)		25-1581345 (IRS employer identification no.)
93 Werner Rd. Greenville, PA (Address of principal executive offices)		16125 (Zip Code)		1105 North Market St., Suite 1300 Wilmington, DE (Address of principal executive offices)		19899 (Zip Code)

(724) 588-2550 (Co-registrant’s telephone number, including area code) (302) 478-5723 (Co-registrant’s telephone number, including area code)

The co-registrants are Werner Holding Co. (PA), Inc. and Werner Holding Co. (DE), Inc., which is a wholly owned subsidiary of Werner Holding Co. (PA), Inc. Werner Holding Co. (PA), Inc. has no substantial operations or assets other than its investment in Werner Holding Co. (DE), Inc.

Item 512. ~~Other~~Results ~~Events~~of Operations and Financial Condition.

~~On May 28, 2003,~~ Werner Holding Co. (DE), Inc., ~~(the~~which ~~“Company”)~~through ~~announced~~its Werner Co. subsidiary is the ~~extension~~nation’s largest manufacturer and marketer of ladders and other climbing products, has been informed by its ~~solicitation~~largest ~~for~~customer, ~~the~~Home ~~consents~~Depot, ~~(the~~that ~~“Solicitation”)~~it ofwill ~~holders~~no oflonger ~~its~~purchase ~~outstanding~~aluminum ~~10%~~and ~~Senior~~fiberglass ~~Subordinated~~stepladders ~~Notes~~from ~~due~~Werner ~~2007~~Co. ~~(the~~Home Depot ~~“Notes”)~~has opted to purchase these products directly from China. Stepladder sales to Home Depot in ~~conjunction~~calendar ~~with~~year ~~its~~2002 ~~proposed~~represented ~~recapitalization~~16% ~~transaction~~of ~~(the “Recapitalization”),~~Werner’s ~~previously~~total ~~announced~~net sales onand ~~May~~through September 730, 2003, stepladder sales to Home Depot accounted for 12% of Werner’s total net sales. ~~The~~Werner ~~Solicitation~~Co. has also been informed that it will ~~now~~be ~~expire~~included atin ~~5:00~~an pextension ladder supplier line review with Home Depot later in October 2003.m. This line review process has several potential outcomes, which ~~New~~include ~~York~~losing ~~City~~or gaining additional business. Management is unable to make any forward-looking statements or estimates as to potential outcomes of the line review at this time. However, onmanagement ~~June 6~~will continue to make decisions that preserve the value of the Werner brand, ~~2003~~its (#1 position in the ~~“Expiration~~climbing ~~Date”)~~products industry, ~~unless~~and ~~further~~its ~~extended.~~superior Aproduct ~~copy~~quality ofand product safety performance, while supporting the ~~press~~long-term ~~release~~interests isof its customer base, ~~filed~~channel ~~herewith~~partners, asemployees ~~Exhibit 99~~and investors.1.

Additionally, the Company has revised the cash payments that it will make, concurrent with the consummation of the Recapitalization, to holders (“Holders”) of record on May 16, 2003 who have validly submitted and not withdrawn their consent pursuant to the Solicitation, from $15.00 to $30.00 for each $1,000.00 principal amount of Notes (the “Consent Fee”). Receipt of the Consent Fee may have United States federal income tax consequences for the Holders. A summary of these tax consequences is filed herewith as Exhibit 99.2 (the “Revised Summary Tax Disclosure”). The Revised Summary Tax Disclosure amends and restates in its entirety the section of the Company’s Consent Solicitation Statement, dated May 16, 2003 (the “Consent Solicitation Statement”), entitled “Certain United States Federal Income Tax Consequences,” which is included in the Consent Solicitation Statement filed herewith as Exhibit 99.3.

Item 7. Exhibit.

99.1		Press Release of Werner Holding Co. (DE), Inc., dated May 28, 2003
99.2		Revised Summary Tax Disclosure (“Certain United States Federal Income Tax Consequences”)
99.3		Consent Solicitation Statement, dated May 16, 2003

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the co-registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

		WERNER HOLDING CO. (PA), INC.
Date: May 28, 2003		By: /s/ Larry V. Friend Larry V. Friend Vice President, Chief Financial Officer and Treasurer
Date:	October 17, 2003	By:	/s/ Larry V. Friend Larry V. Friend Vice President, Chief Financial Officer and Treasurer
		WERNER HOLDING CO. (DE), INC.
Date: May 28, 2003		By: /s/ Larry V. Friend Larry V. Friend Vice President, Chief Financial Officer and Treasurer
Date:	October 17, 2003	By:	/s/ Larry V. Friend Larry V. Friend Vice President, Chief Financial Officer and Treasurer

Filing Compare · WERNER HOLDING CO INC /DE/