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___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GRIFFIN TECHNOLOGY INCORPORATED
(Name of Subject Company)
D-GT ACQUISITION, INCORPORATED
DIEBOLD, INCORPORATED
(Bidders)
Common Stock, $0.05 Par Value
(Title of Class of Securities)
398268 10 2
(CUSIP Number of Class of Securities)
Warren W. Dettinger
Vice President and Secretary
D-GT Acquisition, Incorporated
c/o Diebold, Incorporated
818 Mulberry Road, S.E.
P.O. Box 8230
Canton, Ohio 44711-8230
(216) 490-5037
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidders)
with a copy to:
Lyle G. Ganske
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
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Page 1 of 4 Pages
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This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") and the Schedule 13D (the
"Schedule 13D") filed with the Securities and Exchange Commission on October
26, 1995 by D-GT Acquisition, Incorporated, a New York corporation (the
"Purchaser"), and Diebold, Incorporated, an Ohio corporation, as bidders, with
respect to the Purchaser's offer to purchase all of the outstanding shares of
common stock, par value $0.05 per share (the "Shares"), of Griffin Technology
Incorporated, a New York corporation, at $7.75 per share net to the seller in
cash.
Except as otherwise indicated herein, the information set
forth in the Schedule 14D-1 and the Schedule 13D remains unchanged and each
capitalized term used herein and not defined shall have the meaning ascribed to
such term in the Schedule 14D-1 and the Schedule 13D.
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10 is hereby amended by adding the
following statement:
(c) The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 applicable to the purchase of the Shares pursuant to
the Offer was early terminated on October 31, 1995.
Page 2 of 4 Pages
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SIGNATURES
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: November 1, 1995
D-GT ACQUISITION, INCORPORATED
By: /s/ Gerald F. Morris
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Name: Gerald F. Morris
Title: Vice President and
Treasurer
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SIGNATURES
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: November 1, 1995
DIEBOLD, INCORPORATED
By: /s/ Gerald F. Morris
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Name: Gerald F. Morris
Title: Executive Vice President
and Chief Financial
Officer
