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: June 21, 2004
(Date of earliest event reported)
Griffon Corporation
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-6620 11-1893410
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) 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)
N/A
______________________________________________________________________________
(Former name or former address, if changed since last report.)
Item 5. Other Events and Required FD Disclosure
On May 21, 2004, Griffon Corporation (the "Registrant") commenced an offer
for $130 million in principal amount of its currently outstanding 4.0%
Contingent Convertible Subordinated Notes Due 2023 (the "Old Notes"), which was
all of the Old Notes outstanding.
On June 21, 2004, the Registrant accepted for exchange $130 million in
principal amount of currently outstanding Old Notes which were properly tendered
and not withdrawn in the Registrant's exchange offer. Pursuant to the terms of
the exchange offer, which expired at 5:00 p.m., New York City time, on Monday,
June 21, 2004, an aggregate $130 million principal amount of newly issued 4.0%
Contingent Convertible Subordinated Notes Due 2023 (second series) and $390,000
in cash will be exchanged for the Old Notes.
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SIGNATURE
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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/Robert Balemian
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Robert Balemian, President
Dated: June 21, 2004
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