-----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, IzpsDo/P+lh93Y4iBps2RSUl6sD9dCO/c0cRa9B4uBsgQZv8XHdgyTD7844kea12 EmW4pM5dBp7OXz/SmNJ7qA== 0001037390-04-000013.txt : 20040227 0001037390-04-000013.hdr.sgml : 20040227 20040227085841 ACCESSION NUMBER: 0001037390-04-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040227 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRIFFIN LAND & NURSERIES INC CENTRAL INDEX KEY: 0001037390 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] IRS NUMBER: 060868486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12879 FILM NUMBER: 04632581 BUSINESS ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2122187910 MAIL ADDRESS: STREET 1: ONE ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 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 February 27, 2004 (Date of earliest event reported) 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 9. Regulation FD Disclosure - ------- ------------------------ Griffin Land & Nurseries, Inc. ("Griffin") today announced that Griffin and the other principal shareholders of Centaur Communications, Ltd. ("Centaur") have executed a Share Acquisition Agreement providing for the sale of all of the A, B and C Ordinary Shares in Centaur. Griffin's February 27, 2004 Press Release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 9. The foregoing information is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Griffin. 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: February 27, 2004 - -------------------------------------------------------------------------------- EX-99.1 3 doc2.txt NEWS FROM: EXHIBIT 99.1 GRIFFIN LAND & NURSERIES, INC. CONTACT: ANTHONY GALICI CHIEF FINANCIAL OFFICER (860) 653-4541 GRIFFIN ANNOUNCES COMPLETION OF SHARE ACQUISITION AGREEMENT FOR THE SALE OF - --------------------------------------------------------------------------- CENTAUR COMMUNICATIONS, LTD. - ---------------------------- NEW YORK, NEW YORK (FEBRUARY 27, 2004) GRIFFIN LAND & NURSERIES, INC. (NASDAQ: GRIF) ("GRIFFIN") today announced that Griffin and the other principal shareholders of Centaur Communications, Ltd. ("Centaur") had executed a Share Acquisition Agreement providing for the sale of all of the A, B and C Ordinary Shares in Centaur. Griffin owns an approximately 35% interest (31% fully diluted) in Centaur, a United Kingdom magazine and information services publisher. Closing of the transaction, expected to take place in the first half of March, is subject to several contingencies, including the buyer, which is a shell corporation, securing the financing for the transaction through an offering of securities, and the separate offer by the buyer to acquire the remaining class of shares being declared unconditional. Approximately 86% of the proceeds to Griffin would be in cash, with the balance to be in common stock of the buyer, which would be a newly public company quoted on the Alternative Investment Market of The London Stock Exchange. Griffin estimates that if completed, the sale of Centaur would result in an after-tax profit to Griffin in a range of in excess of $7.00 per share of Griffin's issued and outstanding common stock at current exchange rates and if all of the gain is currently recognized for accounting purposes. Griffin operates a real estate business under its Griffin Land division and a landscape nursery business, Imperial Nurseries, Inc. 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, particularly with respect to the closing of the sale of Centaur. 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. -----END PRIVACY-ENHANCED MESSAGE-----