0000930413-20-001639.txt : 20200804 0000930413-20-001639.hdr.sgml : 20200804 20200623124839 ACCESSION NUMBER: 0000930413-20-001639 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200623 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: CORRESP BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129575000 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: INSTRUMENT SYSTEMS CORP /DE/ DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ames Companies, Inc. CENTRAL INDEX KEY: 0001297756 STANDARD INDUSTRIAL CLASSIFICATION: LAWN & GARDEN TRACTORS & HOME LAWN & GARDEN EQUIPMENT [3524] IRS NUMBER: 222335400 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 465 RAILROAD AVENUE CITY: CAMP HILL STATE: PA ZIP: 17011 BUSINESS PHONE: 717-737-1500 MAIL ADDRESS: STREET 1: 465 RAILROAD AVENUE CITY: CAMP HILL STATE: PA ZIP: 17011 FORMER COMPANY: FORMER CONFORMED NAME: Ames True Temper, Inc. DATE OF NAME CHANGE: 20040720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CornellCookson, LLC CENTRAL INDEX KEY: 0001748533 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O GRIFFON CORPORATION 712 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-957-5000 MAIL ADDRESS: STREET 1: C/O GRIFFON CORPORATION 712 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cornell Real Estate Holdings, LLC CENTRAL INDEX KEY: 0001748501 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O GRIFFIN CORPORATION 712 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-957-5000 MAIL ADDRESS: STREET 1: C/O GRIFFIN CORPORATION 712 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATT Southern LLC CENTRAL INDEX KEY: 0001549280 IRS NUMBER: 453367997 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4400 COMMERCE CIRCLE CITY: ATLANTA STATE: GA ZIP: 30336 BUSINESS PHONE: (212) 957-5000 MAIL ADDRESS: STREET 1: C/O GRIFFON CORPORATION STREET 2: 712 FIFTH AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ATT Southern, Inc. DATE OF NAME CHANGE: 20120504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ClosetMaid LLC CENTRAL INDEX KEY: 0001724150 IRS NUMBER: 591148072 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O GRIFFON CORPORATION STREET 2: 712 FIFTH AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129575000 MAIL ADDRESS: STREET 1: C/O GRIFFON CORPORATION STREET 2: 712 FIFTH AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clopay Corp. CENTRAL INDEX KEY: 0001459129 IRS NUMBER: 112808682 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O GRIFFON CORPORATION STREET 2: 100 JERICHO QUADRANGLE CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 516-938-5544 MAIL ADDRESS: STREET 1: C/O GRIFFON CORPORATION STREET 2: 100 JERICHO QUADRANGLE CITY: JERICHO STATE: NY ZIP: 11753 FORMER COMPANY: FORMER CONFORMED NAME: Clopay Building Products Company, Inc. DATE OF NAME CHANGE: 20090320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Telephonics Corp CENTRAL INDEX KEY: 0001459130 IRS NUMBER: 520897556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O GRIFFON CORPORATION STREET 2: 100 JERICHO QUADRANGLE CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 516-938-5544 MAIL ADDRESS: STREET 1: C/O GRIFFON CORPORATION STREET 2: 100 JERICHO QUADRANGLE CITY: JERICHO STATE: NY ZIP: 11753 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clopay Ames Holding Corp. CENTRAL INDEX KEY: 0001605250 IRS NUMBER: 743261127 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129575000 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Clopay Ames True Temper Holding Corp. DATE OF NAME CHANGE: 20140410 CORRESP 1 filename1.htm

GRIFFON CORPORATION
712 Fifth Avenue, 18th Floor
New York, New York 10019
Telephone: (212) 957-5000

 

June 23, 2020

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Mail Stop: 3561

 

Re: Griffon Corporation
  Registration Statement on Form S-4 (File No. 333-[●])

 

Ladies and Gentlemen:

 

This letter is provided in connection with the Registration Statement on Form S-4 (File No. 333-[●]), (the “Registration Statement”), of Griffon Corporation, a Delaware corporation (the “Company”), The AMES Companies, Inc., a Delaware corporation, ATT Southern LLC, a Delaware limited liability company, Clopay Ames Holding Corp., a Delaware corporation, ClosetMaid LLC, a Delaware limited liability company, Clopay Corporation, a Delaware corporation, CornellCookson, LLC, a Delaware limited liability company, Cornell Real Estate Holdings, LLC, an Arizona limited liability company, and Telephonics Corporation, a Delaware corporation (collectively, the “Guarantors”). Upon the effectiveness of the Registration Statement, the Company and the Guarantors propose to offer to exchange an aggregate principal amount of up to $150,000,000 of the Company’s registered 5.75% Senior Notes due 2028 (the “Exchange Notes”) and the guarantees thereof by the Guarantors, for a like aggregate principal amount of the Company’s outstanding restricted 5.75% Senior Notes due 2028 (the “Old Notes”) and the guarantees thereof by the Guarantors, upon the terms and subject to the conditions set forth in the exchange offer prospectus contained in the Registration Statement. The Company previously issued the Old Notes on June 22, 2020 as additional notes under an indenture dated as of February 19, 2020 by and among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee. All of the Old Notes are outstanding on the date hereof.

 

The Company and Guarantors (collectively the “Co-Registrants”) are registering the exchange offer in reliance on the staff’s position enunciated in Exxon Capital Holdings Corp. (avail. May 13, 1988) (the “Exxon Capital Letter”). Please be advised that the Co-Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer and, to the best of the Co-Registrants’ information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. In this regard, the Co-Registrants will make each person participating in the

 

 

 

exchange offer aware that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes, such person (i) could not rely on the staff position enunciated in the Exxon Capital Letter or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Co-Registrants acknowledge that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

 

In addition, the Co-Registrants will (i) make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Old Notes pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes and (ii) include in the letter of transmittal to be executed by an exchange offeree in order to participate in the exchange offer provisions to the following effect:

 

If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that (1) it has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange Notes and (2) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 

  Very truly yours,  
     
  GRIFFON CORPORATION  
     
  By: /s/ Seth L. Kaplan    
    Seth L. Kaplan    
    Senior Vice President