UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-6620
GRIFFON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 11-1893410
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 JERICHO QUADRANGLE, JERICHO, NEW YORK 11753
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 938-5544
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF CLASS WHICH REGISTERED
-------------- ----------------
COMMON STOCK, $.25 PAR VALUE NEW YORK STOCK EXCHANGE
SECOND PREFERRED STOCK, SERIES I
$.25 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
NONE
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. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. (The aggregate market value shall be computed by reference
<PAGE>
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within 60 days prior to the date of
filing.) As of November 15, 1996 -- approximately $306,000,000.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date (applicable only to
corporate registrants). As of November 15, 1996 -- 28,918,948.
Documents incorporated by reference: Part III - Registrant's definitive
proxy statement to be filed pursuant to Regulation 14A of the Securities
Exchange Act of 1934.
<PAGE> AMENDMENT NO. 1
The undersigned registrant hereby amends Item 14 -- "Exhibits,
Financial Statement Schedules and Reports on Form 8-K" as set forth in the
pages attached hereto.
PART IV
ITEM FOURTEEN - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(c) Exhibits:
Exhibit No.
3.1 Restated Certificate of Incorporation (Exhibit 3.1 of Annual
Report on Form 10-K for the year ended September 30, 1995)
3.2 By-laws as amended (Exhibit 3 of Current Report on Form 8-K
dated November 8, 1994)
4.1 Rights Agreement dated as of May 9, 1996 between Registrant and
American Stock Transfer Company (Exhibit 1.1 of Current Report
on Form 8-K dated May 9, 1996)
4.2 Loan Agreement dated June 8, 1995 between the Registrant and
lending institutions (Exhibit 4.2 of Annual Report on Form 10-K
for the year ended September 30, 1995)
10.1 Employment Agreement dated March 1, 1983 between the Registrant
and Robert Balemian, as amended (Exhibit 10 of Current Report on
Form 8-K dated March 1, 1983, Exhibit 10 of Current Report on
Form 8-K dated March 2, 1983, Exhibit 10(a) of Current Report on
Form 8-K dated March 15, 1984, Exhibit 10 of Current Report on
Form 8-K dated May 4, 1987, Exhibit 10(a) of Current Report on
Form 8-K dated February 13, 1989, Exhibit 10 of Current Report
on Form 8-K dated February 28, 1990, Exhibit 10 of Current
Report on Form 8-K dated February 25, 1991 and Exhibit 10 of
Current Report on Form 8-K dated May 28, 1991)
10.2 Employment Agreement dated March 1, 1983 between the Registrant
and Harvey R. Blau, as amended (Exhibit 10 of Current Report on
Form 8-K dated March 1, 1983, Exhibit 10 of Current Report on
Form 8-K dated March 2, 1983, Exhibit 10(b) of Current Report on
Form 8-K dated March 15, 1984, Exhibit 10 of Current Report on
Form 8-K dated May 4, 1987, Exhibit 10(a) of Current Report on
Form 8-K dated February 13, 1989, and Exhibit 10 of Current
Report on Form 8-K dated February 28, 1990, Exhibit 10 of
Current Report on Form 8-K dated February 25, 1991 and Exhibit
10 of Current Report on Form 8-K dated May 28, 1991)
10.3 Form of Trust Agreement between the Registrant and U.S. Trust
Company of California, N.A., as Trustee, relating to the
Company's Employee Stock Ownership Plan (Exhibit 10.3 of Annual
Report on Form 10-K for the year ended September 30, 1994)
10.4 Warrant Agreement to Officer (Exhibit 28 of Current Report on
Form 8-K dated March 2, 1983)
<PAGE>
10.5 1992 Non-Qualified Stock Option Plan (Exhibit 10.10 of Annual
Report on Form 10-K for the year ended September 30, 1993)
10.6 Non-Qualified Stock Option Plan (Exhibit 10.12 of Annual Report
on Form 10-K for the year ended September 30, 1988)
10.7 Form of Indemnification Agreement between the Registrant and its
officers and directors (Exhibit 28 to Current Report on Form 8-K
dated May 3, 1990)
10.8 Outside Director Stock Award Plan (Exhibit 4 of Form S-8
Registration Statement No. 33-52319)
10.9 1995 Stock Option Plan (Exhibit 4 of Form S-8 Registration
Statement No. 33-57683)
21 The following lists the Company's significant subsidiaries all
of which are wholly-owned by the Company. The names of certain
subsidiaries which do not, when considered in the aggregate
constitute a significant subsidiary, have been omitted.
<TABLE>
<CAPTION>
State of
Name of Subsidiary Incorporation
------------------ -------------
<S> <C>
Clopay Corporation Delaware
Telephonics Corporation Delaware
</TABLE>
23** Consent of Arthur Andersen LLP
27.1* Restated Financial Data Schedule for the
Period ended June 30, 1996
27.2* Restated Financial Data Schedule for the
Period ended March 31, 1996
27.3* Restated Financial Data Schedule for the
Period ended December 31, 1995
27.4* Restated Financial Data Schedule for the
Period ended September 30, 1995
27.5* Restated Financial Data Schedule for the
Period ended June 30, 1995
27.6* Restated Financial Data Schedule for the
Period ended March 31, 1995
27.7* Restated Financial Data Schedule for the
Period ended December 31, 1994
27.8* Restated Financial Data Schedule for the
Period ended September 30, 1994
- ---------------
* Filed herewith. All other exhibits are incorporated herein by reference
to the exhibit indicated in the parenthetical references.
** Previously filed.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
GRIFFON CORPORATION
By Robert Balemian
----------------------------
Robert Balemian
President
(Principal Financial Officer)
Date: December 10, 1996
<PAGE>
EXHIBIT INDEX
Exhibit
No.
27.1 Restated Financial Data Schedule for the Period ended June 30, 1996
27.2 Restated Financial Data Schedule for the Period ended March 31, 1996
27.3 Restated Financial Data Schedule for the Period ended December 31, 1995
27.4 Restated Financial Data Schedule for the Period ended September 30, 1995
27.5 Restated Financial Data Schedule for the Period ended June 30, 1995
27.6 Restated Financial Data Schedule for the Period ended March 31, 1995
27.7 Restated Financial Data Schedule for the Period ended December 31, 1994
27.8 Restated Financial Data Schedule for the Period ended September 30, 1994
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED
JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 15,243,000
<SECURITIES> 3,307,000
<RECEIVABLES> 120,157,000
<ALLOWANCES> 5,182,000
<INVENTORY> 85,676,000
<CURRENT-ASSETS> 225,882,000
<PP&E> 114,752,000
<DEPRECIATION> 55,168,000
<TOTAL-ASSETS> 311,811,000
<CURRENT-LIABILITIES> 103,987,000
<BONDS> 39,872,000
0
416,000
<COMMON> 7,305,000
<OTHER-SE> 160,231,000
<TOTAL-LIABILITY-AND-EQUITY> 311,811,000
<SALES> 461,329,000
<TOTAL-REVENUES> 461,329,000
<CGS> 345,217,000
<TOTAL-COSTS> 345,217,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 866,000
<INTEREST-EXPENSE> 2,524,000
<INCOME-PRETAX> 28,539,000
<INCOME-TAX> 11,053,000
<INCOME-CONTINUING> 17,486,000
<DISCONTINUED> 246,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,732,000
<EPS-PRIMARY> .55
<EPS-DILUTED> 0
<FN>
<F1>INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED
MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 15,377,000
<SECURITIES> 3,311,000
<RECEIVABLES> 110,861,000
<ALLOWANCES> 5,109,000
<INVENTORY> 90,387,000
<CURRENT-ASSETS> 222,745,000
<PP&E> 111,426,000
<DEPRECIATION> 52,783,000
<TOTAL-ASSETS> 307,362,000
<CURRENT-LIABILITIES> 101,603,000
<BONDS> 45,475,000
0
416,000
<COMMON> 7,302,000
<OTHER-SE> 152,566,000
<TOTAL-LIABILITY-AND-EQUITY> 307,362,000
<SALES> 292,472,000
<TOTAL-REVENUES> 292,472,000
<CGS> 220,289,000
<TOTAL-COSTS> 220,289,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 547,000
<INTEREST-EXPENSE> 1,523,000
<INCOME-PRETAX> 15,754,000
<INCOME-TAX> 6,128,000
<INCOME-CONTINUING> 9,626,000
<DISCONTINUED> 103,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,729,000
<EPS-PRIMARY> .30
<EPS-DILUTED> 0
<FN>
<F1>INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED
DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 26,163,000
<SECURITIES> 5,294,000
<RECEIVABLES> 111,215,000
<ALLOWANCES> 5,790,000
<INVENTORY> 88,994,000
<CURRENT-ASSETS> 234,778,000
<PP&E> 108,462,000
<DEPRECIATION> 50,485,000
<TOTAL-ASSETS> 318,725,000
<CURRENT-LIABILITIES> 108,591,000
<BONDS> 33,225,000
0
417,000
<COMMON> 7,774,000
<OTHER-SE> 168,718,000
<TOTAL-LIABILITY-AND-EQUITY> 318,725,000
<SALES> 153,363,000
<TOTAL-REVENUES> 153,363,000
<CGS> 114,959,000
<TOTAL-COSTS> 114,959,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 239,000
<INTEREST-EXPENSE> 766,000
<INCOME-PRETAX> 9,548,000
<INCOME-TAX> 3,716,000
<INCOME-CONTINUING> 5,832,000
<DISCONTINUED> 31,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,863,000
<EPS-PRIMARY> .18
<EPS-DILUTED> 0
<FN>
<F1>INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<CASH> 9,656,000
<SECURITIES> 12,197,000
<RECEIVABLES> 106,678,000
<ALLOWANCES> 3,727,000
<INVENTORY> 78,823,000
<CURRENT-ASSETS> 212,046,000
<PP&E> 96,734,000
<DEPRECIATION> 48,333,000
<TOTAL-ASSETS> 285,616,000
<CURRENT-LIABILITIES> 97,806,000
<BONDS> 16,074,000
0
417,000
<COMMON> 7,770,000
<OTHER-SE> 163,549,000
<TOTAL-LIABILITY-AND-EQUITY> 285,616,000
<SALES> 506,116,000
<TOTAL-REVENUES> 506,116,000
<CGS> 368,794,000
<TOTAL-COSTS> 368,794,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 858,000
<INTEREST-EXPENSE> 2,162,000
<INCOME-PRETAX> 38,046,000
<INCOME-TAX> 14,801,000
<INCOME-CONTINUING> 23,245,000
<DISCONTINUED> 562,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,807,000
<EPS-PRIMARY> .71
<EPS-DILUTED> 0
<FN>
<F1>INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> JUN-30-1995
<CASH> 15,097,000
<SECURITIES> 3,288,000
<RECEIVABLES> 96,371,000
<ALLOWANCES> 4,245,000
<INVENTORY> 80,358,000
<CURRENT-ASSETS> 199,199,000
<PP&E> 99,882,000
<DEPRECIATION> 50,035,000
<TOTAL-ASSETS> 273,048,000
<CURRENT-LIABILITIES> 93,342,000
<BONDS> 15,966,000
0
417,000
<COMMON> 7,765,000
<OTHER-SE> 155,558,000
<TOTAL-LIABILITY-AND-EQUITY> 273,048,000
<SALES> 358,620,000
<TOTAL-REVENUES> 358,620,000
<CGS> 259,441,000
<TOTAL-COSTS> 259,441,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 723,000
<INTEREST-EXPENSE> 1,569,000
<INCOME-PRETAX> 25,606,000
<INCOME-TAX> 10,004,000
<INCOME-CONTINUING> 15,602,000
<DISCONTINUED> 423,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,025,000
<EPS-PRIMARY> .47
<EPS-DILUTED> 0
<FN>
<F1>INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED
MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> MAR-31-1995
<CASH> 11,353,000
<SECURITIES> 3,355,000
<RECEIVABLES> 86,795,000
<ALLOWANCES> 3,976,000
<INVENTORY> 76,290,000
<CURRENT-ASSETS> 180,741,000
<PP&E> 98,308,000
<DEPRECIATION> 48,061,000
<TOTAL-ASSETS> 255,023,000
<CURRENT-LIABILITIES> 80,272,000
<BONDS> 15,728,000
0
417,000
<COMMON> 7,765,000
<OTHER-SE> 150,841,000
<TOTAL-LIABILITY-AND-EQUITY> 255,023,000
<SALES> 233,574,000
<TOTAL-REVENUES> 233,574,000
<CGS> 167,153,000
<TOTAL-COSTS> 167,153,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 340,000
<INTEREST-EXPENSE> 1,034,000
<INCOME-PRETAX> 17,767,000
<INCOME-TAX> 7,094,000
<INCOME-CONTINUING> 10,673,000
<DISCONTINUED> 300,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,973,000
<EPS-PRIMARY> .32
<EPS-DILUTED> 0
<FN>
<F1>INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED
DECEMBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> DEC-31-1994
<CASH> 14,861,000
<SECURITIES> 4,142,000
<RECEIVABLES> 88,954,000
<ALLOWANCES> 4,115,000
<INVENTORY> 75,526,000
<CURRENT-ASSETS> 187,135,000
<PP&E> 96,469,000
<DEPRECIATION> 46,682,000
<TOTAL-ASSETS> 261,078,000
<CURRENT-LIABILITIES> 89,356,000
<BONDS> 15,971,000
0
418,000
<COMMON> 7,722,000
<OTHER-SE> 147,611,000
<TOTAL-LIABILITY-AND-EQUITY> 261,078,000
<SALES> 123,922,000
<TOTAL-REVENUES> 123,922,000
<CGS> 87,101,000
<TOTAL-COSTS> 87,101,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 269,000
<INTEREST-EXPENSE> 512,000
<INCOME-PRETAX> 12,657,000
<INCOME-TAX> 5,057,000
<INCOME-CONTINUING> 7,600,000
<DISCONTINUED> 122,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,722,000
<EPS-PRIMARY> .22
<EPS-DILUTED> 0
<FN>
<F1>INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 1994
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-END> SEP-30-1994
<CASH> 28,659,000
<SECURITIES> 29,727,000
<RECEIVABLES> 92,044,000
<ALLOWANCES> 3,659,000
<INVENTORY> 68,918,000
<CURRENT-ASSETS> 222,676,000
<PP&E> 94,733,000
<DEPRECIATION> 44,843,000
<TOTAL-ASSETS> 293,215,000
<CURRENT-LIABILITIES> 101,628,000
<BONDS> 15,538,000
0
419,000
<COMMON> 8,472,000
<OTHER-SE> 167,158,000
<TOTAL-LIABILITY-AND-EQUITY> 293,215,000
<SALES> 451,166,000
<TOTAL-REVENUES> 451,166,000
<CGS> 312,802,000
<TOTAL-COSTS> 312,802,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 622,000
<INTEREST-EXPENSE> 1,776,000
<INCOME-PRETAX> 49,782,000
<INCOME-TAX> 20,388,000
<INCOME-CONTINUING> 29,394,000
<DISCONTINUED> 311,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,705,000
<EPS-PRIMARY> .80
<EPS-DILUTED> 0
<FN>
<F1>INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
</FN>
</TABLE>
