SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(RULE 13D-101)
INFORMATION TO BE IN INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 1)(1)
GRIFFON CORPORATION
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
398433102
(CUSIP NUMBER)
Gary T. Moomjian, Esq.
Kramer, Coleman, Wactlar & Lieberman, P.C.
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)
August 8, 2005
(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 [ ].
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 5 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 5 PAGES
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER 3,147,464
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY ------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 3,114,535
REPORTING ------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,147,464
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
2
This Amendment No. 1 to Schedule 13D amends and supplements the
Schedule 13D (the "Schedule 13D") filed on January 23, 1998 by Harvey R. Blau.
Unless set forth below, all previous Items are unchanged. Capitalized terms used
herein, which are not defined herein, have the meanings given to them in the
Schedule 13D.
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 and Chief Executive Officer of the Issuer, a diversified manufacturing
company, with executive offices at 100 Jericho Quadrangle, Suite 224, Jericho,
New York 11753, and Chairman of the Board and Chief Executive Officer of
Aeroflex Incorporated, a producer of microelectronic and test solutions, with
executive offices at 35 South Service Road, Plainview, New York 11803.
During the last five years, Mr. Blau has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
has not been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations 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 AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares owned by Mr. Blau were acquired with cash from personal
funds or through the cashless exercise of stock options. Mr. Blau did not
acquire any Shares within the last 60 days. Mr. Blau's wife made open market
purchases of Shares within the last 60 days using cash from her personal funds
in the aggregate amount of $427,479. Shares purchased by Mr. Blau's wife prior
to the last 60 days were acquired with cash from her personal funds. Mr. Blau
disclaims beneficial ownership of the 76,110 Shares owned by his wife.
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 and Chief Executive Officer of
the Issuer and intends to exercise his duties as an officer of the Issuer and as
a member of the Board of Directors of the Issuer, which may result in the
consummation of certain of the transactions or matters described in paragraphs
(a) through (j) of Item 4 of 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 Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate number of Shares beneficially owned: 3,147,464 (1)
Percentage: 9.5%
(b) 1. Sole power to vote or to direct vote: 3,147,464 (1)
2. Shared power to vote or to direct vote: 0
3. Sole power to dispose or to direct the
disposition: 3,114,535 (1) (2)
4. Shared power to dispose or to direct the
disposition: 0
-----------
3
(1) Includes options to purchase an aggregate of up to 2,428,000 Shares
that are currently exercisable and 275,000 Shares issuable pursuant to
the Senior Management Incentive Compensation Plan of the Issuer. Does
not include 76,110 Shares owned by Mr. Blau's wife, as to which Mr.
Blau disclaims beneficial ownership.
(2) Does not include 32,929 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.
(c) Mr. Blau did not effect any transactions in the Shares during the
past 60 days. Mr. Blau's wife made the following open market
purchases of Shares during the past 60 days:
DATE NUMBER OF SHARES PRICE PER SHARE
---- ---------------- ---------------
August 8, 2005 600 $23.44
August 8, 2005 400 $23.55
August 8, 2005 1,000 $23.60
August 8, 2005 3,000 $23.62
August 9, 2005 3,000 $23.60
August 16, 2005 1,000 $23.90
August 16, 2005 1,000 $23.877
August 16, 2005 1,000 $23.873
August 16, 2005 3,000 $23.86
August 16, 2005 1,000 $23.875
August 16, 2005 2,000 $23.87
August 16, 2005 1,000 $23.89
Mr. Blau disclaims beneficial ownership of the Shares owned by
his wife.
(d) Mr. Blau's wife has the right to receive dividends from and the
proceeds from the sale of the Shares owned by her.
4
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: August 29, 2005
/s/ Harvey R. Blau
------------------
Harvey R. Blau
5