SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Item 9. Regulation FD Disclosure.

Aftermarket Technology Corp. today announced at a Global Automotive Conference hosted by Morgan Stanley & Co. in New York City that we are raising our estimate of Exit, Disposal, Certain Severance and Other Charges for 2004 from $1.7 million as previously announced to up to approximately $5.2 million. This increase is the result of a non-cash, option-related compensation expense of up to approximately $3.5 million relating to our current Chairman (formerly Chairman, CEO and President) and another officer, who have elected to hold certain stock options as was negotiated with the Board of Directors in July 2002 and sell them in the future in an orderly fashion through 10b5-1 plans at prices above the current market. The Board's intent was to provide an overall compensation package aimed at ensuring executive retention and greater ownership of ATC stock by executive officers.

The additional charges relate to the alternative accounting treatment, as prescribed in Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and Financial Accounting Standards Board Interpretation ("FIN") No. 44, Accounting for Certain Transactions Involving Stock Compensation (an Interpretation of APB Opinion No, 25). Under the provision of APB No. 25 and FIN 44, these previously issued options are treated as newly issued upon a change in employment status together with modifications that increase the life of the options. The charge related to the Chairman is expected to be taken in the second quarter and will approximate $2 million. The charge related to the other officer is expected to be taken in the third quarter and is expected to approximate up to $1.5 million.

Neither charge will impact free cash flow or our overall cash position for either quarter or for the full year. When these options are exercised, we do expect cash to increase as a result of the option exercise proceeds and associated tax benefit.

As a result of the additional charges, income from operations, income from continuing operations and EPS for 2004 on a GAAP basis are now projected to be $48-$51 million, $27-$29 million and $1.25-$1.35, respectively. Projected 2004 adjusted EBIT remains at $54-$57 million, adjusted EBITDA at $67-$70 million and adjusted EPS at $1.40-$1.50. Adjusted EBIT, adjusted EBITDA and adjusted EPS are non-GAAP financial measures within the meaning of Regulation G of the Securities and Exchange Commission. Below are reconciliations of these measures to income from operations, income from continuing operations and EPS, the most comparable GAAP measures.

The Company reports its financial results of operations in accordance with generally accepted accounting principles ("GAAP"). The Company also provides non-GAAP financial information to complement its consolidated financial statements presented in accordance with GAAP. This disclosure includes such non-GAAP financial measures.  A "non-GAAP financial measure" is defined as a numerical measure of the Company's financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company's financial statements. 

Following is a description of the various non-GAAP financial measures used by the Company:

Adjusted Income from Operations: Represents income from operations (GAAP basis) adjusted to exit, disposal, certain severance and other charges (credits).

Adjusted EBIT: EBIT is defined by the Company as income from continuing operations (GAAP basis) adjusted to exclude interest income and expense and income tax expense. Adjusted EBIT also excludes exit, disposal, certain severance and other charges (credits) and other unusual items of income or expense as determined by management.

Adjusted EBITDA: EBITDA is defined by the Company as income from continuing operations (GAAP basis) adjusted to exclude interest income and expense, depreciation and amortization expense, and income tax expense. Adjusted EBITDA also excludes exit, disposal, certain severance and other charges (credits) and other unusual items of income or expense as determined by management.

Adjusted Income From Continuing Operations: Represents income from continuing operations (GAAP basis) adjusted to exclude, on an after-tax basis, exit, disposal, certain severance and other charges (credits) and other unusual items of income or expense as determined by management.

Adjusted Income From Continuing Operations Per Diluted Share: Represents income from continuing operations per diluted share (GAAP basis) adjusted to exclude, on an after-tax basis per diluted share, exit, disposal, certain severance and other charges (credits) and other unusual items of income or expense as determined by management.

Adjusted Net Income Per Diluted Share: Represents net income per diluted share (GAAP basis) adjusted to exclude, on an after-tax basis per diluted share, exit, disposal, certain severance and other charges (credits) and other unusual items of income or expense as determined by management.

Free Cash Flow: Represents net cash provided by operating activities -- continuing operations reduced by purchases of property, plant and equipment.

The Company believes these non-GAAP financial measures provide management and investors with useful information by removing the effect of variances in GAAP reported results that are not indicative of fundamental changes in the earnings capacity of the Company's operations, and enables management and investors to meaningfully trend, analyze and benchmark the performance of the Company's operations. The Company also believes that the presentation of the non-GAAP financial measure is consistent with its past practice and enables management and investors to compare current non-GAAP measures with non-GAAP measures presented in prior periods.

In addition, many of the Company's internal performance measures exclude the effects of these income and expense items and are based upon the related non-GAAP financial measure.

The Company's non-GAAP financial measures may vary from similar titled measures of other companies because of differences in the way the measures are calculated and therefore should not be used to compare the Company's performance to that of other companies.

Whenever the Company presents non-GAAP financial measures, a reconciliation to the most directly comparable financial measure calculated and presented in accordance with GAAP is made available. The non-GAAP financial measures used by the Company are not intended to supercede or replace the Company's GAAP results or expectations.