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: April 30, 2002
(Date of earliest event reported)
Griffon Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-6620 11-1893410
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
100 Jericho Quadrangle, Jericho, New York 11753
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (516) 938-5544
(Former name of former address, if changed since last report.)
Item 4. Changes in Registrant's Certifying Accountant
(a) On April 30, 2002, the Audit Committee of Griffon Corporation ("the
Company"), as authorized by the Board of Directors, dismissed Arthur Andersen
LLP ("Arthur Andersen") as the Company's independent public accountants,
effective immediately, and authorized the engagement of PricewaterhouseCoopers
LLP ("PricewaterhouseCoopers") to serve as the Company's independent public
accountants for the fiscal year ending September 30, 2002. None of Arthur
Andersen's reports on the Company's consolidated financial statements for the
fiscal years ended September 30, 2001 and 2000 contained an adverse opinion or
disclaimer of opinion, nor was any such report qualified or modified as to
uncertainty, audit scope or accounting principles.
During the fiscal years ended September 30, 2001 and 2000 and through the
date hereof, there were no disagreements between the Company and Arthur Andersen
on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure which, if not resolved to Arthur
Andersen's satisfaction, would have caused them to make reference to the subject
matter in connection with their report on the Company's consolidated financial
statements for such years; and there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.
The Company has requested that Arthur Andersen 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 such letter is filed as Exhibit 16
to this Form 8-K.
(b) The Company engaged PricewaterhouseCoopers as its new independent
public accountants as of May 1, 2002. During the fiscal years ended September
30, 2001 and 2000 and through the date hereof, the Company has not consulted
PricewaterhouseCoopers with respect to 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 consolidated financial
statements, or any matter that was either the subject of a disagreement, as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that term
is defined in Item 304(a)(1)(v) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16 Letter from Arthur Andersen LLP required by Item 304(a)(3) of
Regulation S-K.
SIGNATURE
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 thereunto duly authorized.
GRIFFON CORPORATION
By: /s/ Robert Balemian
Robert Balemian, President
and Chief Financial Officer
Date: May 6, 2002
Exhibit 16
Arthur Andersen LLP
105 Eisenhower Parkway
Roseland, NJ 07068-1099
Tel 973 403 6100
www.andersen.com
May 2, 2002
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
We have read Item 4 subparagraph (a) included in the Form 8-K dated April 30,
2002, of Griffon Corporation filed with the Securities and Exchange Commission
and are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP
cc: Mr. Patrick Alesia, Vice President and Treasurer