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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
GRIFFON CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
398-433-102
(CUSIP Number)
Nancy D. Lieberman
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Jericho, New York 11753
(516) 822-4820
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications)
February 8, 1997
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
*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 in 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 ("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).
SCHEDULE 13D
CUSIP No. 398- 433-102 Page 2 of 5 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Harvey R. Blau
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [x]
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) [ ]
6 Citizenship or Place of Organization
U.S.A.
Number of 7 Sole Voting Power
Shares 1,724,440
Beneficially 8 Shared Voting Power
0
Owned by Each 9 Sole Dispositive Power
Reporting 1,724,440
Person 10 Shared Dispositive Power
With 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,724,440
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* [x]
13 Percent of Class Represented by Amount in Row (11)
5.4%
14 Type of Reporting Person*
IN
Item 1: Security and Issuer.
The securities to which this Schedule 13D relate are the shares of Common Stock,
par value $.25 per share (the "Shares") of Griffon Corporation (the "Issuer"), a
corporation organized under the laws of the State of Delaware. The address of
the Issuer's principal executive office is 100 Jericho Quadrangle, Suite 224,
Jericho, New York 11753.
Item 2: Identity and Background.
The person filing this statement is Harvey R. Blau, a United States
citizen. Mr. Blau's business address is 100 Jericho Quadrangle, Suite 224,
Jericho, New York 11753. Mr. Blau's principal occupation is Chairman of the
Board of the Issuer, a position he has held since 1983.
During the last five years, Mr. Blau has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction the result of
which he was or is subject to a judgement, decree or final order enjoining
future violation of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3: Source or Amount of Funds or Other Consideration.
Of the 1,724,440 Shares beneficially owned by him, Mr. Blau acquired (i) 100,000
Shares as a management bonus, (ii) 226,140 Shares upon the exercise of options
granted to him in connection with his employment by the Issuer, the exercise
prices of which were paid for with personal funds, Shares owned, and Shares
subject to options, and (iii) 8,300 Shares in open market purchases. In
connection with his employment by the Issuer, Mr. Blau has acquired options
exercisable within the next 60 days to purchase 1,390,000 Shares.
Item 4: Purpose of the Transaction.
Of the 1,724,440 Shares beneficially owned by him, Mr. Blau acquired (i) 100,000
Shares as a management bonus, (ii) 226,140 Shares upon the exercise of options
granted to him in connection with his employment by the Issuer, the exercise
prices of which were paid for with personal funds, Shares owned, and Shares
subject to options, (iii) 8,300 Shares in open market purchases and (iv) options
exercisable within the next 60 days to purchase 1,390,000 Shares in connection
with his employment by the Issuer.
Mr. Blau has no present plans or proposals which would result in a change in the
present Board or management of the Issuer. Mr. Blau has no present plans which
would result in a material change in the Issuer's business or corporate
structure.
Item 5: Interest in Securities of the Issuer.
(a) As of the close of business on January 21, 1998, Mr. Blau beneficially owns
1,724,440 Shares which includes options to purchase an aggregate 1,390,000
Shares. Mr. Blau disclaims beneficial ownership of an aggregate 45,265 Shares
owned by his wife and the Blau, Kramer, Wactlar, and Lieberman Profit Sharing
Plan.
(b) Mr. Blau has sole power to dispose or direct the disposition of the
1,724,440 Shares beneficially owned by him.
Mr. Blau has sole power to vote or direct the vote of the 334,440 Shares
beneficially owned by him and, upon the exercise of the options owned by him,
the Shares acquired upon the exercise of such options.
(c) None.
Item 6: Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer.
None.
Item 7: Exhibits.
None.
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.
January 21, 1998
- --------------------------------------
Date
/s/ Harvey R. Blau
- --------------------------------------
Signature
Harvey R. Blau, Chairman of the Board
- --------------------------------------
Name/Title
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).