(Mark One)

     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. Yesþ      Noo

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

     Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yeso      No  þ

     As of January 31,April 30, 2008, there were approximately 29,238,00028,723,000 shares of Common Stock, without par value per share, outstanding.

 

     The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, the interim consolidated financial statements reflect all adjustments necessary for a fair presentation of the results of operations and financial position for such periods. All such adjustments reflected in the interim consolidated financial statements are considered to be of a normal recurring nature. The results of operations for any interim period are not necessarily indicative of results for the full year. Accordingly, these financial statements should be read in conjunction with the financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended June 30, 2007. The prior-year results reflect the classification of the sold Automotive operations as discontinued operations. Unless otherwise noted, the term “year” and references to a particular year pertain to our fiscal year, which begins on July 1 and ends on June 30; for example, 2008 refers to fiscal 2008, which is the period from July 1, 2007 to June 30, 2008.

     Property, plant and equipment are stated at cost. Purchases of property, plant and equipment included in accounts payable at DecemberMarch 31, 20072008 and 20062007 were approximately $0.3 million and $0.6 million, respectively. These purchases, less the preceding June 30 balances, have been excluded from the property additions in the Consolidated Statements of Cash Flows.

     There were no changes to our Significant Accounting Policies from those disclosed in our Annual Report on Form 10-K for the year ended June 30, 2007.

     In November 2007, as part of our strategic alternative review of nonfood operations, we sold most of the consumer and floral glass operating assets of our Indiana Glass Company and E. O. Brody Company subsidiaries for gross proceeds of approximately $21.5 million. This cash transaction resulted in a pretax loss of approximately $5.7$5.9 million, which is recorded in cost of sales and includes an estimatedsales. The net working capital adjustment that is subject to review and agreement between the buyerhas been settled and the seller.final adjustment is included in the loss figure. These businesses arewere included in our Glassware and Candles segment and had net sales of approximately $53 million during the fiscal year ended June 30, 2007.

     As part of the sale, we entered into a non-exclusive, three-year supply agreement with the buyer for certain glassware products that our candle operations continue to use. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”) and related accounting guidance, the financial results of these operations do not meet the criteria for classification as discontinued operations and, therefore, have been included in continuing operations for all periods presented.

     In December 2007,March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 is an amendment to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”). SFAS 161 establishes disclosure requirements for derivative instruments and for hedging activities. The Statement also amends and expands the disclosure requirements of SFAS 133 with the intent to provide users of financial statements with an enhanced understanding of how and why an entity uses

     In December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (“SFAS 141R”). SFAS 141R revises the principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree, and the goodwill acquired in a business combination or gain from a bargain purchase. SFAS 141R also revises the principles and requirements for how the acquirer

     Amortization expense relating to these assets was approximately $0.3 million and $0.6$0.9 million for the three and sixnine months ended DecemberMarch 31, 2007,2008, respectively, as compared to approximately $0.1 million and $0.3$0.4 million in the corresponding periods of the prior year. Total annual amortization expense is estimated to be approximately $1.2 million for each of the next three years, $1.1 million for the fourth year and $0.9 million for the fifth year.

     Customer lists previously reported in the Glassware and Candles segment were sold with the business divestiture discussed in Note 2. These customer lists had a net carrying value of approximately $0.1 million at the date of the sale.

     At June 30, 2007, we had an unsecured revolving credit facility under which we could borrow up to $100 million. The facility was to expire in February 2008, but was replaced with a new facility in October 2007, as discussed further below. At June 30, 2007, we were in compliance with all applicable provisions and covenants of the facility, and we had $42.5 million outstanding under the facility with a weighted average interest rate of 5.615%.

     At DecemberMarch 31, 2007,2008, we had an unsecured revolving credit facility under which we may borrow up to a maximum of $160 million at any one time, with the potential to expand the total credit availability to $260 million based on obtaining consent of the issuing bank and certain other conditions. The facility expires on October 5, 2012, and all outstanding amounts are due and payable on that day. The facility contains certain restrictive covenants, including limitations on indebtedness, asset sales and acquisitions, and financial covenants relating to interest coverage and leverage. Loans may be used for general corporate purposes. At DecemberMarch 31, 2007,2008, we were in compliance with all applicable provisions and covenants of the facility, and we had $47.6$77.5 million outstanding under the facility with a weighted average interest rate of 5.29%3.12%. We paid approximately $1.0$0.6 million and $1.9$2.5 million of interest for the three and sixnine months ended DecemberMarch 31, 2007.2008. Based on the long-term nature of this facility and in accordance with generally accepted accounting principles, we have classified the outstanding balance at DecemberMarch 31, 20072008 as long-term debt.

     We and certain of our operating subsidiaries provide multiple defined benefit pension plans. Benefits under the plans are primarily based on negotiated rates and years of service and cover the union workers at such locations. We contribute to these plans at least the minimum amount required by regulation or contract. We recognize the cost of plan benefits as the employees render service.

     The following table discloses net periodic benefit cost for our pension plans:

     The following table discloses net periodic benefit cost for our postretirement plans:

these compensation costs because theythat relate to incentive stock options, thatwhich do not qualify for a tax deduction until, and only if, a disqualifying disposition occurs.

     During the three and sixnine months ended DecemberMarch 31, 2007,2008, we received approximately $0.2$0.5 million and $0.6 million, respectively, in cash from the exercise of stock options, as compared to approximately $0.3$0.5 million and $2.4$2.9 million in the corresponding periods of the prior year. The aggregate intrinsic value of these options was less than $0.1 million for the three and sixnine months ended DecemberMarch 31, 2007,2008, as compared to less thanapproximately $0.1 million and approximately $0.4$0.5 million for the three and sixnine months ended DecemberMarch 31, 2006,2007, respectively. A related tax benefit of less than $0.1 million was recorded in the three and sixnine months ended DecemberMarch 31, 2007,2008, as compared to less than $0.1 million and approximately $0.1$0.2 million in the corresponding periods of the prior year. These tax benefits were included in the financing section of the Consolidated Statements of Cash Flows and resulted from incentive stock option disqualifying dispositions and exercises of non-qualified options. The benefits include less than $0.1 million of gross windfall tax benefits for the three and sixnine months ended DecemberMarch 31, 20072008 and 2006.

     The following summarizes the activity relating to stock options granted under the 1995 Plan and SSSARs granted under the 2005 Plan mentioned above for the sixnine months ended DecemberMarch 31, 2007:2008:

     On November 19, 2007, we granted a total of 3,500 shares of restricted stock to our seven nonemployee directors under the terms of the 2005 Plan discussed above. The restricted stock had a grant date fair value of approximately $0.1 million based on a per share closing stock price of $38.14. This restricted stock vests over a one-year period, and all of these shares are expected to vest. Dividends earned on the stock are held in escrow and will be paid to the directors at the time the stock vests. CompensationWe are recognizing compensation expense related to the restricted stock award will be recognizedawards over the requisite service period. An additional 3,500 shares of restricted stock that were granted to our seven nonemployee directors on November 20, 2006 vested during the second quarter of 2008, and we paid the directors were paid the related dividends that had been held in escrow.

     The following summarizes the activity related to restricted stock transactions for the six-monthnine-month period ended DecemberMarch 31, 2007:2008:

     An analysis of the restructuring activity for the sixnine months ended DecemberMarch 31, 20072008 and the related liability recorded within the Glassware and Candles segment follows:

     In addition to the items discussed below, at DecemberMarch 31, 2007,2008, we were a party to various claims and litigation matters arising in the ordinary course of business. Such matters did not have a material adverse effect on the current-year results of operations and, in our opinion, their ultimate disposition will not have a material adverse effect on our consolidated financial statements.

     We received a distribution of approximately $2.5 million from the U.S. government under the Continued Dumping and Subsidy Offset Act of 2000 (“CDSOA”) in the second quarter of 2008, as compared to a distribution of approximately $0.7 million in the corresponding period of 2007. CDSOA, which applies to our candle operations, is intended to redress unfair dumping of imported products through cash payments to eligible affected companies. Such payments are in part dependent upon the amount of antidumping duties collected by the U.S. government on those products. In February 2006, legislation was enacted to repeal the applicability of CDSOA to duties collected on imported products entered into the United States after September 2007, although certain amounts collected prior to this date may not become disbursed until subsequent years. However, the U.S. Court of International Trade (“CIT”) ruled unconstitutional, in two separate cases, CDSOA’s procedures for determining eligibility for distributions. Both cases are ongoing, and we do not expect that the CIT’s decisions will be finalized until the appeals process has been exhausted. Other cases challenging the constitutionality of CDSOA are pending before the CIT, most of which have been assigned to a panel of three CIT judges and consolidated or stayed.judges. The ultimate resolution of the pending litigation, its timing and what, if any, effects the litigation will have on our financial results or receipt of future CDSOA distributions is uncertain. In addition to the CIT rulings, there are a number of other factors that can affect whether we receive any CDSOA distributions and the amount of such distributions in any year. These factors include, among other things, potential changes in the law, other ongoing or potential legal challenges to the law and the administrative operation of the law.

     Certain of our automotive accessory products carry explicit limited warranties that extend from 12 months to the life of the product, based on terms that are generally accepted in the marketplace. Our policy is to record a provision for the expected cost of the warranty-related claims at the time of the sale, and periodically adjust the provision to reflect actual experience. The amount of warranty liability accrued reflects our best estimate of the expected future cost of honoring our obligations under the warranty plans. The warranty accrual as of DecemberMarch 31, 20072008 and June 30, 2007 is immaterial to our financial position, and the change in the accrual for the current quarter of 2008 is immaterial to our results of operations and cash flows.

     Total comprehensive income for the three and sixnine months ended DecemberMarch 31, 20072008 was approximately $16.9$8.5 million and $32.6$41.1 million, respectively. Total comprehensive income for the three and sixnine months ended DecemberMarch 31, 20062007 was approximately $17.3$13.5 million and $31.1$44.6 million, respectively. The DecemberMarch 31, 20072008 comprehensive income consists of net income, foreign currency translation adjustments and pension amortization. The DecemberMarch 31, 20062007 comprehensive income consists of net income, a minimum pension liability adjustment and foreign currency translation adjustments.

     This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider to be important in understanding the results of our operations for the three and sixnine months ended DecemberMarch 31, 20072008 and our financial condition as of DecemberMarch 31, 2007.2008. Our fiscal year begins on July 1 and ends on June 30. Unless otherwise noted, references to “year” pertain to our fiscal year; for example, 2008 refers to fiscal 2008, which is the period from July 1, 2007 to June 30, 2008. In the discussion that follows, we analyze the results of our operations for the three and sixnine months ended DecemberMarch 31, 2007,2008, including the trends in our overall business, followed by a discussion of our financial condition.

     The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto, all included elsewhere in this report. The forward-looking statements in this section and other parts of this report involve risks and uncertainties including statements regarding our plans, objectives, goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under the caption “Forward-Looking Statements.”

     We are primarily a manufacturer and marketer of specialty foods for the retail and foodservice markets. We also manufacture and market candles for the food, drug and mass markets; and automotive accessories for the original equipment market and aftermarket. Our operating businesses are organized in three reportable segments –— Specialty Foods, Glassware and Candles, and Automotive. Over 90% of the sales of each segment are made to customers in the United States.

     We have seen our growth in recent years come from our Specialty Foods segment. As we focus more on opportunities presented by our Specialty Foods segment, we continue to review, as previously disclosed, various alternatives with respect to our nonfood operations. In 2008, we sold most of our consumer and floral glass operating assets. In 2007, we sold substantially all of the operating assets of our automotive accessory division based in Coshocton, Ohio and LaGrange, Georgia, as well as our automotive accessory division based in Wapakoneta, Ohio. The results of the sold automotive operations have been presented as discontinued operations in all prior periods presented. During 2007, we also initiated closure activities at our industrial glass operation located in Lancaster, Ohio. Similar actions may occur in the future, as we continue to review our alternatives for the remaining nonfood operations with the assistance of outside financial advisors. Should our continuing review result in additional divestitures, closures or other forms of restructuring of any of our operations, we could incur significant charges. We expect to conclude our review by the end of fiscalAugust 2008.

     Our strategy for growth within our specialty foods operations involves expanding our market presence within both retail and foodservice markets, developing and introducing new products, and adding additional business through complementary acquisitions. Over time, we believe our evolving, more food-focused strategy will best enhance our long-term shareholder value. Our goal is to continue to grow our Specialty Foods retail and foodservice business by:

     This strategy focuses our efforts on the most profitable part of our business and minimizes the amount of financial and management resources devoted to sectors that have trended toward lower growth potential and operating margins.

     We expect that part of our growth in the Specialty Foods segment will result from acquisitions. We continue to review potential acquisitions that we believe will provide good complements to our existing product lines, enhance our gross margins or offer good expansion opportunities in a manner that fits our overall goals. Consistent with our current acquisition strategy, in June 2007, we acquired the principal assets of Marshall Biscuit Company, Inc. (“Marshall Biscuit”), a privately owned producer and marketer of frozen yeast rolls and biscuits based in Saraland, Alabama. The purchase price was approximately $22.9 million.

     We have made substantial capital investments to support our existing food operations and future growth opportunities. In 2007, we began production activities at a newly constructed dressing facility located in Kentucky. Since 2006, we have invested over $45 million in this facility. During 2007, we also commenced and largely completed construction of an adjacent facility for the manufacture of frozen yeast rolls. This facility required a slightly smaller total investment and began operation in early 2008. Both projects will help accommodate potential future sales growth and also provide greater manufacturing efficiencies than existing facilities.efficiencies. Based on our current plans and expectations, we believe that our total companywide capital expenditures for 2008 may reach $25will range from $20-$23 million.

     The following is an overview of our consolidated operating results for the three and sixnine months ended DecemberMarch 31, 2007.2008. The prior-year results reflect the classification of the sold automotive operations as discontinued operations.

     Net sales for the secondthird quarter ended DecemberMarch 31, 20072008 increased 5%2% to approximately $305.6$270.3 million from the prior-year total of $292.3$265.7 million. This sales growth was driven by increased sales in the Specialty Foods and Automotive segments. The November 2007 sale of our consumer and floral glass operations contributed to the decline in sales of the Glassware and Candles segment. Gross margin decreased 13%21% to approximately $47.6$36.2 million from the prior-year secondthird quarter total of $54.9$45.7 million, as influencedprimarily due to the impact of higher commodity costs experienced by the loss on the sale of the glass businesses and a pension settlement charge. Our manufacturing costsour Specialty Foods segment. These increases have been influenced by higher raw-material costs, especially for variousoccurred among many key food ingredients such as soybean oil, flour, eggs and dairy-derived items. We were able to offset some of the higher commodity costs through price increases. We currently expect these trends to also influence the results of our thirdfourth quarter. Income from continuing operations for the current-year secondthird quarter was approximately $16.0$8.8 million, or $.54$.30 per diluted share, compared to $20.4$13.6 million, or $.64$.43 per diluted share, in the comparable period of 2007. Net

derived products; competitive market conditions for frozen bread; higher transportation costs; and increased depreciation and amortization; and start-up costs for our newly constructed frozen yeast roll manufacturing facility. It is estimatedamortization. We estimate that the impact of higher raw-material costs adversely affected costs by more than $10$18 million and $20approximately $40 million for the comparative three and six-monthnine-month periods, respectively. While we anticipate that the gross margins of the segment will continue to be affected by these higher costs, we expect that retail pricing actions, both the one taken in March 2008 and another we plan to implement just after the fiscal year ends, will mitigate the impact of these escalating costs.

     Gross margin percentages in the Glassware and Candles segment declined from the prior-year periodperiods primarily due to the loss on the sale of our consumer and floral glass operations.operations, but were also affected by lower candle sales, higher wax costs and, especially for the quarter, the effect from production volumes being reduced to better balance candle inventories. The impact of this lower production level is likely to also impact the results of the fourth quarter.

     Within our Automotive segment, gross margin percentages increased as compared to the prior-year periods due to the greater sales volume, somewhat better pricing and improved operating efficiencies.

     An analysis of the restructuring activity for the sixnine months ended DecemberMarch 31, 20072008 and the related liability recorded within the Glassware and Candles segment follows: