SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
(Amendment
No. 2)1
GRIFFON
CORPORATION
(Name
of Issuer)
COMMON
STOCK
(Title
of Class of Securities)
398433102
(CUSIP
Number)
Gary
T.
Moomjian, Esq.
Moomjian,
Waite, Wactlar & Coleman, LLP
100
Jericho Quadrangle, Suite 225
Jericho,
New York 11753
(516)
937-5900
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
September
29, 2008
(Date
of Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
o.
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule13d-7 for other parties to
whom
copies are to be sent.
(Continued
on following pages)
(Page
1
of 4 Pages)
______________________
1
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(the “Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP
No. 398433102
|
13D
|
Page
2 of 4 Pages
|
|
1.
|
NAME
OF REPORTING PERSONS
|
|
Harvey
R. Blau
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
o
|
|
|
(b)
o
|
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS
|
|
PF
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
|
|
2(d)
OR 2(e) o
|
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
United
States of America
|
|
|
NUMBER
OF
|
7.
|
SOLE
VOTING POWER
|
2,519,321
|
|
|
SHARES
|
|
|||
|
BENEFICIALLY
|
8.
|
SHARED
VOTING POWER
|
-0-
|
|
|
OWNED
BY
|
|
|||
|
EACH
|
9.
|
SOLE
DISPOSITIVE POWER
|
2,457,469
|
|
|
REPORTING
|
|
|||
|
PERSON
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
|
-0-
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
2,519,321
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
|
o
|
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
4.3%
|
|
|
14.
|
TYPE
OF REPORTING PERSON *
|
|
IN
|
|
*SEE
INSTRUCTIONS BEFORE FILLING OUT
This
Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed
by
Harvey R. Blau with the Securities Exchange Commission (“SEC”) on January 23,
1998, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC
on
August 29, 2005 (as amended, the “Schedule 13D”). Unless set forth below, all
previous Items are unchanged.
Item
3. Source and Amount of Funds or Other Consideration.
Mr.
Blau
acquired 416,185 shares of common stock, par value $.25 per share (“Shares”), of
Griffon Corporation (the “Issuer”) upon the exercise of rights granted to him
pursuant to the rights offering, consummated by the Company on September 29,
2008 (the “Rights Offering”), the exercise prices of which were paid for with
his personal funds in the aggregate amount of $3,537,572.50.
Mr.
Blau’s spouse acquired 299,753 Shares upon the exercise of rights granted to her
in connection with the Rights Offering, the exercise prices of which were paid
for with her personal funds in the aggregate amount of $2,547,900.50.
Item
4. Purpose of Transaction.
Mr.
Blau
acquired the Shares for investment purposes. From time to time, Mr. Blau may
acquire additional Shares or dispose of some or all of the Shares owned by
him.
Mr. Blau is Chairman of the Board of Directors of the Issuer and intends to
exercise his duties as a member of the Board of Directors, which may result
in
the consummation of certain of the transactions or matters described in
paragraphs (a) through (j) of Item 4 of the instructions for Schedule 13D.
Other
than as set forth herein, Mr. Blau presently has no plans or proposals which
relate to or would result in the occurrence of any of the events listed in
paragraphs (a) through (j) of Item 4 of the instructions for Schedule
13D.
Item
5. Interest in Securities of the Issuer.
|
(a)
|
Aggregate
number of Shares beneficially owned: 2,519,321
(1)
|
Percentage:
4.3%
| (b) |
1.
Sole power to vote or to direct vote: 2,519,321
(1)
|
2.
Shared
power to vote or to direct vote: 0
3.
Sole
power to dispose or to direct the disposition:
2,457,469 (2)
4.
Shared
power to dispose or to direct the disposition:
0
___________
|
(1)
|
Includes
(i) 30,000 Shares of restricted stock as to which Mr. Blau can direct
the
vote but does not have the right to dispose of or to direct the
disposition of, (ii) 31,852 shares that Mr. Blau has the right to
vote
pursuant to the terms of the Employee Stock Ownership Plan of the
Issuer
but does not have the right to dispose of or to direct the disposition
of,
(iii) options to purchase an aggregate of up to 613,000 Shares that
are
currently exercisable and (iv) 772,253 Shares owned by Mr. Blau’s spouse
as to which Mr. Blau disclaims beneficial
interest.
|
|
(2)
|
Includes
(i) options to purchase an aggregate of up to 613,000 Shares that
are
currently exercisable and (ii) 772,253 Shares owned by Mr. Blau’s spouse
as to which Mr. Blau disclaims beneficial interest. Excludes (a)
31,852
Shares that Mr. Blau has the right to vote pursuant to the terms
of the
Employee Stock Ownership Plan of the Issuer but does not have the
right to
dispose or direct the disposition of and (b) 30,000 Shares of restricted
stock as to which Mr. Blau can direct the vote but does not have
the right
to dispose of or to direct the disposition
of.
|
|
(c)
|
On
September 29, 2008, the Rights Offering was consummated and (i) Mr.
Blau,
through the exercise of rights, purchased 416,185 Shares at a purchase
price of $8.50 per Share, for an aggregate amount of $3,537,572.50,
and
(ii) Mr. Blau’s spouse, through the exercise of rights, purchased 299,753
Shares at a purchase price of $8.50 per share, for an aggregate amount
of
$2,547,900.50. The period during which rights could be exercised
expired on September 19, 2008, and Mr. Blau filed a Form 4 on September
23, 2008 to disclose the shares subscribed to, the actual purchase
of
which is described in this Amendment No. 2 to Schedule
13D.
|
|
Mr.
Blau disclaims beneficial ownership of the Shares owned by his
spouse.
|
|
(d)
|
Mr.
Blau’s spouse has the right to receive dividends from and the proceeds
from the sale of Shares by her.
|
|
(e)
|
Mr.
Blau ceased to be the beneficial owner of more than 5% of the common
stock
of the Issuer on September 29,
2008.
|
3
SIGNATURE
After
reasonable 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:
October 3, 2008
|
/s/
Harvey R. Blau
|
|
|
Harvey
R. Blau
|
4