1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ------------------------ GRIFFON CORPORATION (NAME OF ISSUER) GRIFFON CORPORATION (NAME OF PERSON(S) FILING STATEMENT) ------------------------ COMMON STOCK, PAR VALUE $.25 PER SHARE (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) ------------------------ 398433 10 2 (CUSIP NUMBER OF CLASS OF SECURITIES) ROBERT BALEMIAN PRESIDENT GRIFFON CORPORATION 100 JERICHO QUADRANGLE JERICHO, NEW YORK 11753 (516) 938-5544 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) ------------------------ COPY TO: ELLIOTT V. STEIN, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 (212) 403-1000 ------------------------ FEBRUARY 9, 1996 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) ------------------------ CALCULATION OF FILING FEE * For purposes of calculating fee only. Based on the Offer for 2,000,000 shares at a maximum price per share of $10.25. ------------------------ /X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $4,100 Filing Party: Griffon Corporation Form or Registration No.: Schedule 13E-4 Date Filed: February 9, 1996 - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- TRANSACTION AMOUNT OF VALUATION* FILING FEE - --------------------------------------------------------------------------------------------- $20,500,000...................................................................... $4,100 - --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- 2 This Amendment No. 1 amends and supplements the Issuer Tender Offer Statement, filed on February 9, 1996, relating to the tender offer by Griffon Corporation, a Delaware corporation (the "Company"), to purchase 2,000,000 shares of common stock, par value $.25 per share (the "Shares"), including the associated Common Stock Purchase Rights (the "Rights"), at prices, net to the seller in cash, not greater than $10.25 nor less than $9.50 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 9, 1996 (the "Offer to Purchase") and the related Letter of Transmittal (which are herein collectively referred to as the "Offer"). ITEM 8. ADDITIONAL INFORMATION. Item 8 is amended by adding the following: Attached hereto as Exhibit (a)(11) is a press release of the Company, issued March 11, 1996, stating that the Offer expired on March 8, 1996 and that, based on a preliminary count, the Company intends to purchase at a price of $9.75 per share 2,000,000 Shares pursuant to the Offer, which constitutes approximately 82% of the Shares tendered at prices less than or equal to $9.75. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is amended by adding the following exhibit: (a)(11) Form of press release issued by the Company dated March 11, 1996. 3 SIGNATURE After due 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: March 13, 1996 GRIFFON CORPORATION By: /s/ ROBERT BALEMIAN ------------------------------------ Name: Robert Balemian Title: President 2 4 INDEX TO EXHIBITS
ITEM DESCRIPTION PAGE - -------- ---------------------------------------------------------------------------- ---- (a)(11) Form of press release issued by the Company dated March 11, 1996.
1 GRIFFON CORPORATION 100 JERICHO QUADRANGLE, JERICHO, NEW YORK 11753-2794 - (516) 938-5544 - FAX (516)938-5644 NEWS RELEASE GRIFFON CORPORATION ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER Jericho, New York, March 11, 1996 -- Griffon Corporation (NYSE:GFF) announced today that a preliminary count by the Depositary for its "Dutch Auction" self-tender offer indicates that, subject to verification, 2,000,000 shares tendered will be purchased, at a price of $9.75 per share. The offer expired Friday, March 8, 1996. The company originally offered to purchase up to 2,000,000 shares of its Common Stock at prices, specified by shareholders, ranging from $9.50 to $10.25 per share. The preliminary count by the Depositary for the offer indicates that approximately 2.4 million shares were tendered at or below the $9.75 per share purchase price. As a result, the number of such shares actually purchased will be prorated. The preliminary proration factor is approximately 82 percent. The determination of the purchase price for the Common Stock and the proration factor are subject to final confirmation and the proper delivery of all shares tendered and not withdrawn, which is expected to be completed in approximately one week. Shares tendered and not purchased by the company will be returned to shareholders as promptly as practicable. The self-tender offer is in addition to a previously announced program authorizing the purchase of up to 7,000,000 shares of the company's Common and Preferred Stock, under which approximately 5.5 million shares of Common Stock has been purchased. Griffon Corporation -- - is a leading manufacturer and marketer of residential garage doors, as well as a major supplier of commercial and industrial garage doors and a range of related products and services for the home building and replacement markets; - is a leader in the development and production of embossed and laminated specialty plastic films used in the baby diaper, feminine napkin, adult incontinent, surgical and patient care markets; and - develops and manufactures information and communication systems for government and commercial markets worldwide.