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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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GRIFFON CORPORATION
(NAME OF ISSUER)
GRIFFON CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $.25 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
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398433 10 2
(CUSIP NUMBER OF CLASS OF SECURITIES)
ROBERT BALEMIAN
PRESIDENT
GRIFFON CORPORATION
100 JERICHO QUADRANGLE
JERICHO, NEW YORK 11753
(516) 938-5544
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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COPY TO:
ELLIOTT V. STEIN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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FEBRUARY 9, 1996
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN
TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF
VALUATION* FILING FEE
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$20,500,000...................................................................... $4,100
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* For purposes of calculating fee only. Based on the Offer for 2,000,000 shares
at a maximum price per share of $10.25.
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/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: $4,100 Filing Party: Griffon Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: February 9, 1996
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement, filed on February 9, 1996, relating to the tender offer by Griffon
Corporation, a Delaware corporation (the "Company"), to purchase 2,000,000
shares of common stock, par value $.25 per share (the "Shares"), including the
associated Common Stock Purchase Rights (the "Rights"), at prices, net to the
seller in cash, not greater than $10.25 nor less than $9.50 per Share, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
February 9, 1996 (the "Offer to Purchase") and the related Letter of Transmittal
(which are herein collectively referred to as the "Offer").
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is amended by adding the following:
Attached hereto as Exhibit (a)(11) is a press release of the Company,
issued March 11, 1996, stating that the Offer expired on March 8, 1996 and
that, based on a preliminary count, the Company intends to purchase at a
price of $9.75 per share 2,000,000 Shares pursuant to the Offer, which
constitutes approximately 82% of the Shares tendered at prices less than or
equal to $9.75.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is amended by adding the following exhibit:
(a)(11) Form of press release issued by the Company dated March 11, 1996.
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SIGNATURE
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.
Dated: March 13, 1996
GRIFFON CORPORATION
By: /s/ ROBERT BALEMIAN
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Name: Robert Balemian
Title: President
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INDEX TO EXHIBITS
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ITEM DESCRIPTION PAGE
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(a)(11) Form of press release issued by the Company dated March 11, 1996.
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GRIFFON CORPORATION 100 JERICHO QUADRANGLE,
JERICHO, NEW YORK 11753-2794
- (516) 938-5544 - FAX (516)938-5644
NEWS RELEASE
GRIFFON CORPORATION ANNOUNCES
PRELIMINARY RESULTS OF SELF-TENDER OFFER
Jericho, New York, March 11, 1996 -- Griffon Corporation (NYSE:GFF)
announced today that a preliminary count by the Depositary for its "Dutch
Auction" self-tender offer indicates that, subject to verification, 2,000,000
shares tendered will be purchased, at a price of $9.75 per share. The offer
expired Friday, March 8, 1996.
The company originally offered to purchase up to 2,000,000 shares of its
Common Stock at prices, specified by shareholders, ranging from $9.50 to $10.25
per share. The preliminary count by the Depositary for the offer indicates that
approximately 2.4 million shares were tendered at or below the $9.75 per share
purchase price. As a result, the number of such shares actually purchased will
be prorated. The preliminary proration factor is approximately 82 percent.
The determination of the purchase price for the Common Stock and the
proration factor are subject to final confirmation and the proper delivery of
all shares tendered and not withdrawn, which is expected to be completed in
approximately one week. Shares tendered and not purchased by the company will be
returned to shareholders as promptly as practicable.
The self-tender offer is in addition to a previously announced program
authorizing the purchase of up to 7,000,000 shares of the company's Common and
Preferred Stock, under which approximately 5.5 million shares of Common Stock
has been purchased.
Griffon Corporation --
- is a leading manufacturer and marketer of residential garage doors, as
well as a major supplier of commercial and industrial garage doors and a
range of related products and services for the home building and
replacement markets;
- is a leader in the development and production of embossed and laminated
specialty plastic films used in the baby diaper, feminine napkin, adult
incontinent, surgical and patient care markets; and
- develops and manufactures information and communication systems for
government and commercial markets worldwide.
