-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OKn6NT6xefgLmAPwZrH1Sk5ovizkayz01iXYrW+0nt0wQ85B08zBaurg9gxxunik M21nPQTDLMobIf0W474o0w== 0000050725-96-000012.txt : 19961211 0000050725-96-000012.hdr.sgml : 19961211 ACCESSION NUMBER: 0000050725-96-000012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961210 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRIFFON CORP CENTRAL INDEX KEY: 0000050725 STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442] IRS NUMBER: 111893410 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06620 FILM NUMBER: 96678407 BUSINESS ADDRESS: STREET 1: 100 JERICHO QUADRANGLE CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5169385544 MAIL ADDRESS: STREET 1: 100 JERICHO QUADRANGLE CITY: JERICHO STATE: NY ZIP: 11753 FORMER COMPANY: FORMER CONFORMED NAME: INSTRUMENT SYSTEMS CORP /DE/ DATE OF NAME CHANGE: 19920703 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 1996 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-6620 GRIFFON CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 11-1893410 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 JERICHO QUADRANGLE, JERICHO, NEW YORK 11753 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (516) 938-5544 Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE ON TITLE OF CLASS WHICH REGISTERED -------------- ---------------- COMMON STOCK, $.25 PAR VALUE NEW YORK STOCK EXCHANGE SECOND PREFERRED STOCK, SERIES I $.25 PAR VALUE NEW YORK STOCK EXCHANGE PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ]. State the aggregate market value of the voting stock held by non-affiliates of the registrant. (The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing.) As of November 15, 1996 -- approximately $306,000,000. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date (applicable only to corporate registrants). As of November 15, 1996 -- 28,918,948. Documents incorporated by reference: Part III - Registrant's definitive proxy statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934. AMENDMENT NO. 1 The undersigned registrant hereby amends Item 14 -- "Exhibits, Financial Statement Schedules and Reports on Form 8-K" as set forth in the pages attached hereto. PART IV ITEM FOURTEEN - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (c) Exhibits: Exhibit No. 3.1 Restated Certificate of Incorporation (Exhibit 3.1 of Annual Report on Form 10-K for the year ended September 30, 1995) 3.2 By-laws as amended (Exhibit 3 of Current Report on Form 8-K dated November 8, 1994) 4.1 Rights Agreement dated as of May 9, 1996 between Registrant and American Stock Transfer Company (Exhibit 1.1 of Current Report on Form 8-K dated May 9, 1996) 4.2 Loan Agreement dated June 8, 1995 between the Registrant and lending institutions (Exhibit 4.2 of Annual Report on Form 10-K for the year ended September 30, 1995) 10.1 Employment Agreement dated March 1, 1983 between the Registrant and Robert Balemian, as amended (Exhibit 10 of Current Report on Form 8-K dated March 1, 1983, Exhibit 10 of Current Report on Form 8-K dated March 2, 1983, Exhibit 10(a) of Current Report on Form 8-K dated March 15, 1984, Exhibit 10 of Current Report on Form 8-K dated May 4, 1987, Exhibit 10(a) of Current Report on Form 8-K dated February 13, 1989, Exhibit 10 of Current Report on Form 8-K dated February 28, 1990, Exhibit 10 of Current Report on Form 8-K dated February 25, 1991 and Exhibit 10 of Current Report on Form 8-K dated May 28, 1991) 10.2 Employment Agreement dated March 1, 1983 between the Registrant and Harvey R. Blau, as amended (Exhibit 10 of Current Report on Form 8-K dated March 1, 1983, Exhibit 10 of Current Report on Form 8-K dated March 2, 1983, Exhibit 10(b) of Current Report on Form 8-K dated March 15, 1984, Exhibit 10 of Current Report on Form 8-K dated May 4, 1987, Exhibit 10(a) of Current Report on Form 8-K dated February 13, 1989, and Exhibit 10 of Current Report on Form 8-K dated February 28, 1990, Exhibit 10 of Current Report on Form 8-K dated February 25, 1991 and Exhibit 10 of Current Report on Form 8-K dated May 28, 1991) 10.3 Form of Trust Agreement between the Registrant and U.S. Trust Company of California, N.A., as Trustee, relating to the Company's Employee Stock Ownership Plan (Exhibit 10.3 of Annual Report on Form 10-K for the year ended September 30, 1994) 10.4 Warrant Agreement to Officer (Exhibit 28 of Current Report on Form 8-K dated March 2, 1983) 10.5 1992 Non-Qualified Stock Option Plan (Exhibit 10.10 of Annual Report on Form 10-K for the year ended September 30, 1993) 10.6 Non-Qualified Stock Option Plan (Exhibit 10.12 of Annual Report on Form 10-K for the year ended September 30, 1988) 10.7 Form of Indemnification Agreement between the Registrant and its officers and directors (Exhibit 28 to Current Report on Form 8-K dated May 3, 1990) 10.8 Outside Director Stock Award Plan (Exhibit 4 of Form S-8 Registration Statement No. 33-52319) 10.9 1995 Stock Option Plan (Exhibit 4 of Form S-8 Registration Statement No. 33-57683) 21 The following lists the Company's significant subsidiaries all of which are wholly-owned by the Company. The names of certain subsidiaries which do not, when considered in the aggregate constitute a significant subsidiary, have been omitted.
State of Name of Subsidiary Incorporation ------------------ ------------- Clopay Corporation Delaware Telephonics Corporation Delaware
23** Consent of Arthur Andersen LLP 27.1* Restated Financial Data Schedule for the Period ended June 30, 1996 27.2* Restated Financial Data Schedule for the Period ended March 31, 1996 27.3* Restated Financial Data Schedule for the Period ended December 31, 1995 27.4* Restated Financial Data Schedule for the Period ended September 30, 1995 27.5* Restated Financial Data Schedule for the Period ended June 30, 1995 27.6* Restated Financial Data Schedule for the Period ended March 31, 1995 27.7* Restated Financial Data Schedule for the Period ended December 31, 1994 27.8* Restated Financial Data Schedule for the Period ended September 30, 1994 - --------------- * Filed herewith. All other exhibits are incorporated herein by reference to the exhibit indicated in the parenthetical references. ** Previously filed. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. GRIFFON CORPORATION By Robert Balemian ---------------------------- Robert Balemian President (Principal Financial Officer) Date: December 10, 1996 EXHIBIT INDEX Exhibit No. 27.1 Restated Financial Data Schedule for the Period ended June 30, 1996 27.2 Restated Financial Data Schedule for the Period ended March 31, 1996 27.3 Restated Financial Data Schedule for the Period ended December 31, 1995 27.4 Restated Financial Data Schedule for the Period ended September 30, 1995 27.5 Restated Financial Data Schedule for the Period ended June 30, 1995 27.6 Restated Financial Data Schedule for the Period ended March 31, 1995 27.7 Restated Financial Data Schedule for the Period ended December 31, 1994 27.8 Restated Financial Data Schedule for the Period ended September 30, 1994 EX-27.1 2
5 THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 9-MOS SEP-30-1996 JUN-30-1996 15,243,000 3,307,000 120,157,000 5,182,000 85,676,000 225,882,000 114,752,000 55,168,000 311,811,000 103,987,000 39,872,000 0 416,000 7,305,000 160,231,000 311,811,000 461,329,000 461,329,000 345,217,000 345,217,000 0 866,000 2,524,000 28,539,000 11,053,000 17,486,000 246,000 0 0 17,732,000 .55 0 INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
EX-27.2 3
5 THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 6-MOS SEP-30-1996 MAR-31-1996 15,377,000 3,311,000 110,861,000 5,109,000 90,387,000 222,745,000 111,426,000 52,783,000 307,362,000 101,603,000 45,475,000 0 416,000 7,302,000 152,566,000 307,362,000 292,472,000 292,472,000 220,289,000 220,289,000 0 547,000 1,523,000 15,754,000 6,128,000 9,626,000 103,000 0 0 9,729,000 .30 0 INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
EX-27.3 4
5 THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 3-MOS SEP-30-1996 DEC-31-1995 26,163,000 5,294,000 111,215,000 5,790,000 88,994,000 234,778,000 108,462,000 50,485,000 318,725,000 108,591,000 33,225,000 0 417,000 7,774,000 168,718,000 318,725,000 153,363,000 153,363,000 114,959,000 114,959,000 0 239,000 766,000 9,548,000 3,716,000 5,832,000 31,000 0 0 5,863,000 .18 0 INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
EX-27.4 5
5 THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. YEAR SEP-30-1995 SEP-30-1995 9,656,000 12,197,000 106,678,000 3,727,000 78,823,000 212,046,000 96,734,000 48,333,000 285,616,000 97,806,000 16,074,000 0 417,000 7,770,000 163,549,000 285,616,000 506,116,000 506,116,000 368,794,000 368,794,000 0 858,000 2,162,000 38,046,000 14,801,000 23,245,000 562,000 0 0 23,807,000 .71 0 INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
EX-27.5 6
5 THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS SEP-30-1995 JUN-30-1995 15,097,000 3,288,000 96,371,000 4,245,000 80,358,000 199,199,000 99,882,000 50,035,000 273,048,000 93,342,000 15,966,000 0 417,000 7,765,000 155,558,000 273,048,000 358,620,000 358,620,000 259,441,000 259,441,000 0 723,000 1,569,000 25,606,000 10,004,000 15,602,000 423,000 0 0 16,025,000 .47 0 INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
EX-27.6 7
5 THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 6-MOS SEP-30-1995 MAR-31-1995 11,353,000 3,355,000 86,795,000 3,976,000 76,290,000 180,741,000 98,308,000 48,061,000 255,023,000 80,272,000 15,728,000 0 417,000 7,765,000 150,841,000 255,023,000 233,574,000 233,574,000 167,153,000 167,153,000 0 340,000 1,034,000 17,767,000 7,094,000 10,673,000 300,000 0 0 10,973,000 .32 0 INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
EX-27.7 8
5 THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 3-MOS SEP-30-1995 DEC-31-1994 14,861,000 4,142,000 88,954,000 4,115,000 75,526,000 187,135,000 96,469,000 46,682,000 261,078,000 89,356,000 15,971,000 0 418,000 7,722,000 147,611,000 261,078,000 123,922,000 123,922,000 87,101,000 87,101,000 0 269,000 512,000 12,657,000 5,057,000 7,600,000 122,000 0 0 7,722,000 .22 0 INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
EX-27.8 9
5 THE RESTATED SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. YEAR SEP-30-1994 SEP-30-1994 28,659,000 29,727,000 92,044,000 3,659,000 68,918,000 222,676,000 94,733,000 44,843,000 293,215,000 101,628,000 15,538,000 0 419,000 8,472,000 167,158,000 293,215,000 451,166,000 451,166,000 312,802,000 312,802,000 0 622,000 1,776,000 49,782,000 20,388,000 29,394,000 311,000 0 0 29,705,000 .80 0 INCOME STATEMENT DATA RECLASSIFIED TO REFLECT DISCONTINUED OPERATIONS
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