Griffon Corporation
QuickLinks -- Click here to rapidly navigate through this document PROSPECTUS Filed pursuant to rule 424(b)3 Reg. No. 333-115733 Griffon Corporation Offer to Exchange up to $130,000,000 Aggregate Principal Amount of Newly Issued 4.0% Contingent Convertible Subordinated Notes Due 2023 (second series) plus up to $390,000 in cash ($3.00 per $1,000 principal amount) for up to $130,000,000 Outstanding Aggregate Principal Amount of 4.0% Contingent Convertible Subordinated Notes Due 2023 (CUSIPS 398433AA0 and 398433AB8) The exchange offer will expire at 5:00 p.m., New York City time, on June 21, 2004, unless extended or earlier terminated. We are offering to exchange $1,000 principal amount of newly issued 4.0% Contingent Convertible Subordinated Notes Due 2023 (second series), which we refer to as the new notes, and $3.00 in cash, which we refer to as the cash consideration, for each $1,000 principal amount of our currently outstanding 4.0% Contingent Convertible Subordinated Notes Due 2023, which we refer to as the 4.0% Contingent Convertible Subordinated Notes Due 2023 (first series) or the old notes. The form and terms of the new notes are identical in all respects to those of the old notes, except that certain conditions to the conversion of the notes will be modified. The principal modification is that the market price condition, which is the level at which our stock must trade before the new notes may be converted, will be changed to increase from 120% of the conversion price to 150% of the conversion price.
[Show full text]