UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 10, 2006
GRIFFON CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-6620 11-1893410
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
100 Jericho Quadrangle, Jericho, New York 11753
(Address of Principal Executive Offices) (Zip Code)
(516) 938-5544
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 4.01. Changes in Registrant's Certifying Accountant.
Effective March 10, 2006, the Audit Committee of the Board of Directors of
Griffon Corporation (the "Company") dismissed PricewaterhouseCoopers LLP ("PWC")
as the Company's independent registered public accounting firm and appointed
Grant Thornton LLP ("Grant Thornton") as the Company's independent registered
public accounting firm.
PWC's reports on the financial statements of the Company for the fiscal
years ended September 30, 2004 and 2005 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle.
During the fiscal years ended September 30, 2004 and 2005 and through March
10, 2006, there have been no disagreements with PWC (as defined in Item
304(a)(1)(iv) of Regulation S-K) on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PWC, would have caused
them to make reference thereto in their report on the financial statements for
such years.
During the fiscal years ended September 30, 2004 and 2005 and through March
10, 2006 there were no reportable events as defined in Regulation S-K Item 304
(a)(1)(v).
The Company provided PWC with a copy of the foregoing disclosures and
requested PWC to furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the above statements.
A copy of PWC's response letter, dated March 15, 2006, is attached as Exhibit
16.1 to this Form 8-K.
During the fiscal years ended September 30, 2004 and 2005 and through March
10, 2006, neither the Company nor anyone on behalf of the Company has consulted
with Grant Thornton regarding either:
1. The application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Company's financial statements, and neither was a written report
provided to the Company nor was oral advice provided that Grant Thornton
concluded was an important factor considered by the Company in reaching a
decision as to an accounting, auditing or financial reporting issue; or
2. Any matter that was either the subject of a disagreement or a reportable
event, as each term is defined in Items 304(a)(1)(iv) and (v) of Regulation S-K,
respectively.
Item 9.01. Exhibits.
(d) Exhibits.
16.1. Letter, dated March 15, 2006, from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GRIFFON CORPORATION
By: /s/Eric P. Edelstein
-----------------------------------------
Eric P. Edelstein
Executive Vice President and
Chief Financial Officer
Date: March 15, 2006
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Exhibit Index
16.1 Letter, dated March 15, 2006 from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission
EXHIBIT 16.1
PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers LLP
300 Madison Avenue
New York NY 10017
Telephone (646) 471-3000
www.pwc.com
March 15, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Griffon Corporation (copy attached), which
we understand will be filed with the Securities and Exchange Commission,
pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Griffon
Corporation dated March 10, 2006. We agree with the statements concerning our
Firm in such Form 8-K.
Very truly yours,
/s/PricewaterhouseCoopers LLP