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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
AMENDMENT NO. 2
(FINAL AMENDMENT) 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
and
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
___________________________________
___________________________________
The Index to Exhibits Begins on Page 8
Page 1 of 10 Pages
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CALCULATION OF FILING FEE
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Transaction Amount of
Valuation Filing Fee
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$19,676,529* $4,035.31**
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* Determined in accordance with Rule 0-11(d) under the Securities Exchange Act
of 1934. This Transaction Valuation assumes, solely for purposes of
calculating the Filing Fee for this Schedule 14D-1, the purchase of 2,538,907
shares of common stock, par value $0.05 per share (the "Shares"), of the
Subject Company at $7.75 per Share in cash. Such number of Shares represents
all of the Shares outstanding as of October 23, 1995, and assumes the exercise
or conversion of all existing options, rights and securities which were then
exercisable or convertible into Shares.
** Includes a Schedule 13D filing fee of $100.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $4,035.31
----------------------------------------------------
Form or Registration No.: Schedule 14D-1/Schedule 13D
----------------------------------------------------
Filing Party: D-GT Acquisition, Incorporated and Diebold, Incorporated
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Date Filed: October 26, 1995
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Page 2 of 10 Pages
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CUSIP No. 398268 10 2 14D-1 Page 3 of 10 Pages
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D-GT ACQUISITION, INCORPORATED
34-1811448
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,333,982 Shares (including 1,999 Shares subject to guaranteed delivery procedures)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.77%
10 TYPE OF REPORTING PERSON*
CO
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 398268 10 2 14D-1 Page 4 of 10 Pages
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DIEBOLD, INCORPORATED
34-0183970
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,333,982 Shares (including 1,999 Shares subject to guaranteed delivery procedures)
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.77%
10 TYPE OF REPORTING PERSON*
CO, HC
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 2 (Final Amendment) amends and supplements the
Tender Offer Statement on Schedule 14D-1 and the Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") on October 26, 1995, as
amended by Amendment No. 1 to Schedule 14D-1 and Schedule 13D filed with the
Commission on November 1, 1995 (the original filing, as amended, the "Schedule
14D-1 and the Schedule 13D"), by Diebold, Incorporated, an Ohio corporation
(the "Parent"), and D-GT Acquisition, Incorporated, a New York corporation and
a wholly owned subsidiary of the Parent (the "Purchaser"), 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 a price of $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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a)-(b) is hereby amended and supplemented by adding at the end
thereof the following statement:
The Offer expired at 12:00 midnight, New York City time, on Monday,
November 27, 1995. The Parent issued a press release on
November 28, 1995 in which it disclosed that the Depositary had
informed it that 2,333,982 Shares (approximately 97.77% of the
outstanding Shares) were tendered and not withdrawn prior to the
expiration of the Offer, including 1,999 Shares tendered pursuant to
guaranteed delivery procedures. The Parent also announced that all of
the Shares tendered and not withdrawn pursuant to the Offer (including
Shares subject to guaranteed delivery procedures) were accepted for
payment.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following
Exhibit:
(a)(9) Text of Press Release issued on November 28, 1995
Page 5 of 10 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 28, 1995
D-GT ACQUISITION, INCORPORATED
By: /s/ Gerald F. Morris
-------------------------------
Name: Gerald F. Morris
Title: Vice President and
Treasurer
Page 6 of 10 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 28, 1995
DIEBOLD, INCORPORATED
By: /s/ Gerald F. Morris
--------------------------------
Name: Gerald F. Morris
Title: Executive Vice President
and Chief Financial
Officer
Page 7 of 10 Pages
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INDEX TO EXHIBITS
EXHIBIT PAGE
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(a)(9) Text of Press Release issued on November 28, 1995 9
Page 8 of 10 Pages
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November 28, 1995 FOR MORE INFORMATION:
John Kristoff
(216) 490-3782
DIEBOLD SUCCESSFULLY COMPLETES
GRIFFIN TECHNOLOGY TENDER OFFER
CANTON, Ohio -- Diebold, Incorporated (NYSE:DBD) today announced
the successful completion of its tender offer for shares of Griffin Technology
Incorporated (NASDAQ:GRIF), based in Farmington, New York.
On Oct. 26, 1995, Diebold, acting through its wholly owned
subsidiary D-GT Acquisition, Incorporated, offered to purchase all outstanding
shares of common stock, par value $0.05 per share, of Griffin at $7.75 per
share, net to the seller in cash. The offer expired at midnight on Monday,
Nov. 27, 1995.
The Depositary has informed Diebold that 2,333,982 shares of
Griffin stock were tendered and not withdrawn prior to the expiration of the
tender offer, including 1,999 shares tendered under guaranteed delivery
procedures. The tendered shares represent approximately 97.77 percent of all
outstanding Griffin stock. All shares tendered and not withdrawn in the offer,
including those subject to guaranteed delivery procedures, were accepted for
payment.
As contemplated by the previously announced merger agreement,
Diebold will acquire the remaining Griffin shares through a cash merger. In
the merger, the remaining outstanding shares, other than those held by
shareholders exercising
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appraisal rights, will be converted into the right to receive $7.75 per share.
Diebold, Incorporated, headquartered in Canton, Ohio, is a world
leader in card-based transaction systems, security and service solutions to the
financial, education and healthcare industries. Founded in 1859 as a security
equipment company, Diebold currently provides integrated solutions
incorporating its ATMs, electronic and physical security systems, electronic
payment systems, professional services and software.
