UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GRIFFON CORPORATION
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(Name of Issuer)
Common Stock, $ .25 par value
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(Title of Class of Securities)
398433102
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(CUSIP Number)
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 11
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CUSIP No. 398433102 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
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Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
.0 %
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12. Type of Reporting Person
HC-CO
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Page 2 of 11
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CUSIP No. 398433102 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Global Securities Services, a separate business unit within and across
Goldman, Sachs & Co. and Goldman Sachs International, each of which is
a direct or indirect subsidiary of The Goldman Sachs Group, Inc.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York and London
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
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Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
.0 %
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12. Type of Reporting Person
BD
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Page 3 of 11
Item 1(a). Name of Issuer:
GRIFFON CORPORATION
Item 1(b). Address of Issuer's Principal Executive Offices:
100 JERICHO QUADRANGLE
JERICHO, NY 11753
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
Global Securities Services, a separate business unit within
and across Goldman, Sachs & Co. and Goldman Sachs
International, each of which is a direct or indirect
subsidiary of The Goldman Sachs Group, Inc.
Item 2(b). Address of Principal Business Office or, if none, Residence:
Goldman, Sachs & Co. and The Goldman Sachs Group, Inc.:
85 Broad Street
New York, NY 10004
Goldman Sachs International:
133 Fleet Street
London EC4A 2BB
England
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
GOLDMAN SACHS INTERNATIONAL - London
Item 2(d). Title of Class of Securities:
Common Stock, $ .25 par value
Item 2(e). CUSIP Number:
398433102
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[X] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
Goldman, Sachs & Co.
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[X] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
The Goldman Sachs Group, Inc.
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 4 of 11
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting persons have ceased to be
the beneficial owners of more than five percent of the class
of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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* In accordance with Securities and Exchange Commission ("SEC") Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by Global Securities Services, a separate business unit
within and across Goldman, Sachs & Co. and Goldman Sachs International, each of
which is a direct or indirect subsidiary of The Goldman Sachs Group, Inc.
("GSS"), resulting from GSS holding title to such securities as a secured
creditor under a transfer of title financial collateral arrangement under
English Law. This filing does not reflect securities, if any,
beneficially owned by any other separate business units of Goldman, Sachs & Co,
Goldman Sachs International and/or The Goldman Sachs Group, Inc. whose ownership
is disaggregated from that of GSS in accordance with the Release. GSS disclaims
beneficial ownership of any securities beneficially owned by any client accounts
with respect to which GSS or its employees have voting or investment discretion,
or both.
Page 5 of 11
SIGNATURE
After reasonable 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: February 10, 2009
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jeremy Kahn
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Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS INTERNATIONAL
on behalf of Global Securities Services
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
Page 6 of 11
INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN SACHS INTERNATIONAL
Page 7 of 11
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock, $ .25 par value, of GRIFFON CORPORATION
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 10, 2009
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN SACHS INTERNATIONAL
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
Page 8 of 11
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group, Inc. ("GS
Group"), as a parent holding company, may be deemed to beneficially owned by
Global Securities Services, a separate business unit within and across Goldman,
Sachs & Co.and Goldman Sachs International, each of which is a direct or
indirect subsidiary of The Goldman Sachs Group, Inc.("GSS")
Page 9 of 11
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca and Jeremy Kahn (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and
all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may
be deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might
or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall
lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
October 14, 2008.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel
Page 10 of 11
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS INTERNATIONAL (the
"Company")does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan DeLuca and Jeremy Kahn (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act
of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might
or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall
lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 18, 2008.
GOLDMAN SACHS INTERNATIONAL
By: /s/ Mark J. Taylor
____________________________________
Name: Mark J. Taylor
Title: Managing Director
Page 11 of 11