UNITED
STATES
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 (Date of earliest event reported): June
4, 2007
GRIFFON
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
1-06620
|
11-1893410
|
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
Number)
|
|
|
|
|
|
100
Jericho Quadrangle
|
|
|
|
Jericho,
New York
|
11753
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
(516)
938-5544
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
| Item 8.01. |
Other
Events.
|
On
June 4, 2007, Griffon Corporation (the “Registrant”) sent a letter to the
Clinton Group Inc. A copy of the letter is attached hereto as Exhibit
99.1.
| Item 9.01. |
Financial
Statements and Exhibits.
|
| (d) |
Exhibits.
|
| 99.1 |
Letter
sent to Clinton Group Inc., dated June 4,
2007
|
SIGNATURES
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 hereunto
duly authorized.
|
GRIFFON
CORPORATION
|
||
| |
|
|
| By: | /s/ Eric Edelstein | |
|
Eric
Edelstein
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||
|
Executive
Vice President, CFO
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||
Date:
June 4, 2007
Exhibit
Index
| 99.1 |
Letter
to Clinton Group Inc., dated June 4,
2007
|
June
4,
2007
Via
Facsimile and Federal Express
Clinton
Group Inc.
9
West
57th
Street
New
York,
New York 10019
Attn:
Conrad Bringsjord, Managing Director
Dear
Mr.
Bringsjord:
Your
letter to the Board of Directors, dated May 30, 2007, seriously mischaracterized
your prior dealings with the Company and its representatives. Your assertion
that there was no reasonable response to you is completely without merit.
Goldman Sachs advised you to submit any proposals to them for discussion.
However, you have refused to provide them with the information they requested,
and instead you proceeded to publicly make a purported offer that we believe
was
intended to further your own funds’ short term objectives rather than enhance
value for all shareholders.
Your
“proposal” is indefinite and highly conditional. It is predicated on
transferring control of the Company and its Board to you, in exchange for an
investment of only $65 million in the Company, without a full and fair value
being paid to all of our shareholders. Further, the supposed benefit to Griffon
shareholders of such a transaction is heavily predicated on your valuation
analyses that can only be viewed skeptically. We note that your current
“proposal” effectively repudiates your earlier publicly announced valuation of
the Company.
To
be
clear, no decision has been made by the Company to pursue a recapitalization
or
any other specific course of action at this time. However, based upon an initial
review, your “proposal” does not appear to be in the best interest of the
Company or our shareholders. Be assured, we and our advisors will consider
all
alternatives in our evaluation of what is in the best interest of Griffon
shareholders.
If
you
truly want to benefit our Company and its shareholders, we once again urge
you
to contact Goldman Sachs and stop communications which serve only to mislead
the
investing public.
| Very truly yours, | |
| /s/ Harvey R. Blau | |
| Harvey R. Blau |
| cc: |
Dusty
Philip
|
Goldman
Sachs & Co.
One
New
York Plaza
New
York,
NY 10004
Griffon
Board of Directors