-----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, REUdO4BuWTB607yDbEaULOEmHRQc2mAIl+LGOMISpWsGblDDRtfaxichPaSEN4V4 p5+5HSHPrC4WtzJmY9xufg== 0000950152-95-002773.txt : 19951130 0000950152-95-002773.hdr.sgml : 19951130 ACCESSION NUMBER: 0000950152-95-002773 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951128 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRIFFIN TECHNOLOGY INC CENTRAL INDEX KEY: 0000082295 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 160864416 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10501 FILM NUMBER: 95596902 BUSINESS ADDRESS: STREET 1: 1133 CORPORATE DR CITY: FARMINGTON STATE: NY ZIP: 14425 BUSINESS PHONE: 7169247121 MAIL ADDRESS: STREET 1: 1133 CORPORATE DRIVE STREET 2: 1133 CORPORATE DRIVE CITY: FARMINGTON STATE: NY ZIP: 14425 FORMER COMPANY: FORMER CONFORMED NAME: RD PRODUCTS INC DATE OF NAME CHANGE: 19820913 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIEBOLD INC CENTRAL INDEX KEY: 0000028823 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 340183970 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: P.O. BOX 8230 CITY: CANTON STATE: OH ZIP: 44711-8230 BUSINESS PHONE: 2164894000 MAIL ADDRESS: STREET 1: PO BOX 8230 CITY: CANTON STATE: OH ZIP: 44711-8230 SC 14D1/A 1 DIEBOLD SC 14D1/A 1 =============================================================================== - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- AMENDMENT NO. 2 (FINAL AMENDMENT) to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D Under the Securities Exchange Act of 1934 GRIFFIN TECHNOLOGY INCORPORATED (Name of Subject Company) D-GT ACQUISITION, INCORPORATED and DIEBOLD, INCORPORATED (Bidders) Common Stock, $0.05 Par Value (Title of Class of Securities) 398268 10 2 (CUSIP Number of Class of Securities) Warren W. Dettinger Vice President and Secretary D-GT Acquisition, Incorporated c/o Diebold, Incorporated 818 Mulberry Road, S.E. P.O. Box 8230 Canton, Ohio 44711-8230 (216) 490-5037 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) with a copy to: Lyle G. Ganske Jones, Day, Reavis & Pogue North Point 901 Lakeside Avenue Cleveland, Ohio 44114 (216) 586-3939 ___________________________________ ___________________________________ The Index to Exhibits Begins on Page 8 Page 1 of 10 Pages 2 CALCULATION OF FILING FEE ================================================================================ Transaction Amount of Valuation Filing Fee - -------------------------------------------------------------------------------- $19,676,529* $4,035.31** ================================================================================ * Determined in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934. This Transaction Valuation assumes, solely for purposes of calculating the Filing Fee for this Schedule 14D-1, the purchase of 2,538,907 shares of common stock, par value $0.05 per share (the "Shares"), of the Subject Company at $7.75 per Share in cash. Such number of Shares represents all of the Shares outstanding as of October 23, 1995, and assumes the exercise or conversion of all existing options, rights and securities which were then exercisable or convertible into Shares. ** Includes a Schedule 13D filing fee of $100. [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: $4,035.31 ---------------------------------------------------- Form or Registration No.: Schedule 14D-1/Schedule 13D ---------------------------------------------------- Filing Party: D-GT Acquisition, Incorporated and Diebold, Incorporated -------------------------------------------------------------- Date Filed: October 26, 1995 -------------------------------------------------------------- Page 2 of 10 Pages 3 CUSIP No. 398268 10 2 14D-1 Page 3 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D-GT ACQUISITION, INCORPORATED 34-1811448 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,333,982 Shares (including 1,999 Shares subject to guaranteed delivery procedures) 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.77% 10 TYPE OF REPORTING PERSON* CO
* SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP No. 398268 10 2 14D-1 Page 4 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DIEBOLD, INCORPORATED 34-0183970 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,333,982 Shares (including 1,999 Shares subject to guaranteed delivery procedures) 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES* [ ] 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 97.77% 10 TYPE OF REPORTING PERSON* CO, HC
* SEE INSTRUCTIONS BEFORE FILLING OUT! 5 This Amendment No. 2 (Final Amendment) amends and supplements the Tender Offer Statement on Schedule 14D-1 and the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on October 26, 1995, as amended by Amendment No. 1 to Schedule 14D-1 and Schedule 13D filed with the Commission on November 1, 1995 (the original filing, as amended, the "Schedule 14D-1 and the Schedule 13D"), by Diebold, Incorporated, an Ohio corporation (the "Parent"), and D-GT Acquisition, Incorporated, a New York corporation and a wholly owned subsidiary of the Parent (the "Purchaser"), as bidders, with respect to the Purchaser's offer to purchase all of the outstanding shares of common stock, par value $0.05 per share (the "Shares"), of Griffin Technology Incorporated, a New York corporation, at a price of $7.75 per Share, net to the seller in cash. Except as otherwise indicated herein, the information set forth in the Schedule 14D-1 and the Schedule 13D remains unchanged and each capitalized term used herein and not defined shall have the meaning ascribed to such term in the Schedule 14D-1 and the Schedule 13D. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6(a)-(b) is hereby amended and supplemented by adding at the end thereof the following statement: The Offer expired at 12:00 midnight, New York City time, on Monday, November 27, 1995. The Parent issued a press release on November 28, 1995 in which it disclosed that the Depositary had informed it that 2,333,982 Shares (approximately 97.77% of the outstanding Shares) were tendered and not withdrawn prior to the expiration of the Offer, including 1,999 Shares tendered pursuant to guaranteed delivery procedures. The Parent also announced that all of the Shares tendered and not withdrawn pursuant to the Offer (including Shares subject to guaranteed delivery procedures) were accepted for payment. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding the following Exhibit: (a)(9) Text of Press Release issued on November 28, 1995 Page 5 of 10 Pages 6 SIGNATURES 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. Date: November 28, 1995 D-GT ACQUISITION, INCORPORATED By: /s/ Gerald F. Morris ------------------------------- Name: Gerald F. Morris Title: Vice President and Treasurer Page 6 of 10 Pages 7 SIGNATURES 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. Date: November 28, 1995 DIEBOLD, INCORPORATED By: /s/ Gerald F. Morris -------------------------------- Name: Gerald F. Morris Title: Executive Vice President and Chief Financial Officer Page 7 of 10 Pages 8 INDEX TO EXHIBITS EXHIBIT PAGE - ------- ---- (a)(9) Text of Press Release issued on November 28, 1995 9 Page 8 of 10 Pages EX-99 2 DIEBOLD EX-99 1 November 28, 1995 FOR MORE INFORMATION: John Kristoff (216) 490-3782 DIEBOLD SUCCESSFULLY COMPLETES GRIFFIN TECHNOLOGY TENDER OFFER CANTON, Ohio -- Diebold, Incorporated (NYSE:DBD) today announced the successful completion of its tender offer for shares of Griffin Technology Incorporated (NASDAQ:GRIF), based in Farmington, New York. On Oct. 26, 1995, Diebold, acting through its wholly owned subsidiary D-GT Acquisition, Incorporated, offered to purchase all outstanding shares of common stock, par value $0.05 per share, of Griffin at $7.75 per share, net to the seller in cash. The offer expired at midnight on Monday, Nov. 27, 1995. The Depositary has informed Diebold that 2,333,982 shares of Griffin stock were tendered and not withdrawn prior to the expiration of the tender offer, including 1,999 shares tendered under guaranteed delivery procedures. The tendered shares represent approximately 97.77 percent of all outstanding Griffin stock. All shares tendered and not withdrawn in the offer, including those subject to guaranteed delivery procedures, were accepted for payment. As contemplated by the previously announced merger agreement, Diebold will acquire the remaining Griffin shares through a cash merger. In the merger, the remaining outstanding shares, other than those held by shareholders exercising 2 - 2 - appraisal rights, will be converted into the right to receive $7.75 per share. Diebold, Incorporated, headquartered in Canton, Ohio, is a world leader in card-based transaction systems, security and service solutions to the financial, education and healthcare industries. Founded in 1859 as a security equipment company, Diebold currently provides integrated solutions incorporating its ATMs, electronic and physical security systems, electronic payment systems, professional services and software. -----END PRIVACY-ENHANCED MESSAGE-----