8-K 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 August 2, 2002 GRIFFIN LAND & NURSERIES, INC. (Exact name of registrant as specified in charter) DELAWARE 0-29288 06-0868496 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) ONE ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 218-7910 Item 5. Other Events ------------------------- Reference is made to the Registrant's August 2, 2002 Press Release (Exhibit 99.1). Item 7. Financial Statements and Exhibits ---------------------------------------------- (c) (1) Exhibit 99.1: Registrant's August 2, 2002 Press Release (attached hereto). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GRIFFIN LAND & NURSERIES, INC. /s/ Anthony J. Galici ------------------------ Anthony J. Galici Vice President, Chief Financial Officer and Secretary Dated: August 2, 2002 Exhibit 99.1 ------------- NEWS FROM: GRIFFIN LAND & NURSERIES, INC. CONTACT: MIKE DANZIGER CHIEF EXECUTIVE OFFICER (212) 218-7910 GRIFFIN ANNOUNCES TRANSACTION OF ITS EQUITY INVESTEE ---------------------------------------------------------- NEW YORK, NEW YORK (AUGUST 2, 2002) GRIFFIN LAND & NURSERIES, INC. ("Griffin")announced today that Centaur Communications Ltd., a British publisher in which Griffin holds an equity interest, has sold its subsidiary that provides legal information services. The transaction was completed on August 1 and Griffin expects to report in its third quarter that its share of the gain on the sale will be approximately $7.8 million. Proceeds of the sale will be used to prepay substantially all of Centaur's debt. Griffin does not anticipate receiving any cash from the sale. Centaur has also indicated that it expects to write down a portion of the intangible assets associated with its remaining business. Griffin anticipates that such a writedown would offset a substantial portion of the gain from the sale that will be reported in the third quarter. Griffin operates landscape nursery and real estate businesses and has an approximate 35% equity investment in Centaur. Griffin's common stock is traded under the symbol GRIF on the Nasdaq National Market. Forward-Looking Statements: This Press Release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although Griffin believes that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. The projected information disclosed herein is based on assumptions and estimates that, while considered reasonable by Griffin as of the date hereof, are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, many of which are beyond the control of Griffin.