SEC Info - Diebold Inc - ‘SC 14D1/A’ on 11/28/95 re: Griffin Technology Inc

SEC Info℠

Home

Help

Please Sign In

Diebold Inc – ‘SC 14D1/A’ on 11/28/95 re: Griffin Technology Inc

As of: Tuesday, 11/28/95 · Accession #: 950152-95-2773 · File #: 5-10501

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/28/95  Diebold Inc                       SC 14D1/A              2:11K  Griffin Technology Inc            Bowne BCL/FA

Amendment to Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1/A   Diebold SC 14D1/A                                      8     21K 
 2: EX-99       Diebold EX-99                                          2      6K

SC 14D1/A — Diebold SC 14D1/A
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Interest in Securities of the Subject Company Is Hereby Amended and Supplemented by Adding at the End Thereof the Following Statement: Is hereby amended and supplemented by adding the following Exhibit: Material to Be Filed as Exhibits
1	1st Page - Filing Submission
5	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:
"	Item 11. Material to Be Filed as Exhibits
"	Item 11. Is hereby amended and supplemented by adding the following Exhibit:

SC 14D1/A 1st Page of 8 TOC ↑Top Previous Next ↓Bottom Just 1st
 
=============================================================================== 
------------------------------------------------------------------------------- 

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  

SC 14D1/A 2nd Page of 8 TOC 1st Previous Next ↓Bottom Just 2nd

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

SC 14D1/A 3rd Page of 8 TOC 1st Previous Next ↓Bottom Just 3rd
  CUSIP No. 398268 10 2                 14D-1                 Page 3 of 10 Pages

                                                        [Enlarge/Download Table]
                                                                                             
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!

SC 14D1/A 4th Page of 8 TOC 1st Previous Next ↓Bottom Just 4th
  CUSIP No. 398268 10 2                 14D-1                 Page 4 of 10 Pages

                                                        [Enlarge/Download Table]
                                                                                             
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!

SC 14D1/A 5th Page of 8 TOC 1st Previous Next ↓Bottom Just 5th
   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

SC 14D1/A 6th Page of 8 TOC 1st Previous Next ↓Bottom Just 6th
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  

SC 14D1/A 7th Page of 8 TOC 1st Previous Next ↓Bottom Just 7th
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  

SC 14D1/A Last Page of 8 TOC 1st Previous Next ↓Bottom Just 8th

INDEX TO EXHIBITS 

EXHIBIT                                                                   PAGE  
-------                                                                   ----  

(a)(9)   Text of Press Release issued on November 28, 1995                  9   

Page 8 of 10 Pages

SC 14D1/A	1st Page of 8	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

SC 14D1/A	2nd Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 2nd

SC 14D1/A	3rd Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 3rd

SC 14D1/A	4th Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 4th

SC 14D1/A	5th Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 5th

SC 14D1/A	6th Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 6th

SC 14D1/A	7th Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 7th

SC 14D1/A	Last Page of 8	TOC	1st	Previous	Next	↓Bottom	Just 8th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 14D1/A’ Filing	Date	First	Last	Other Filings

Filed on:	11/28/95	5	7
	11/27/95	5
	11/1/95	5		SC 14D1/A
	10/26/95	2	5	SC 14D1, SC 14D9
	10/23/95	2
				List all Filings

↑Top

Filing Submission 0000950152-95-002773 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Diebold Inc – ‘SC 14D1/A’ on 11/28/95 re: Griffin Technology Inc

As of: Tuesday, 11/28/95 · Accession #: 950152-95-2773 · File #: 5-10501

Previous ‘SC 14D1’: ‘SC 14D1/A’ on 11/1/95 · Latest ‘SC 14D1’: This Filing

Amendment to Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1Filing Table of Contents

SC 14D1/A — Diebold SC 14D1/ADocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents

SC 14D1/A — Diebold SC 14D1/A
Document Table of Contents