-----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, UasFk+GtSDJxN4R2inG9DiCkmP2zfXS3hzW5v+espNqqSm7bXh01wdYJhASnfv3T EgM88yjYyPjq2PO48z02nw== 0001037390-04-000018.txt : 20040310 0001037390-04-000018.hdr.sgml : 20040310 20040310092904 ACCESSION NUMBER: 0001037390-04-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040310 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040310 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: 04658901 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 March 10, 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") completed the previously announced sale of all of the A, B and C Ordinary Shares in Centaur. Griffin's March 10, 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: March 10, 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 THE SALE OF CENTAUR COMMUNICATIONS, LTD. - ------------------------------------------------------------------------ NEW YORK, NEW YORK (MARCH 10, 2004) GRIFFIN LAND & NURSERIES, INC. (NASDAQ: GRIF) ("GRIFFIN") today announced that Griffin and the other principal shareholders of Centaur Communications, Ltd. ("Centaur") completed the previously announced sale of all of the A, B and C Ordinary Shares of Centaur, a United Kingdom magazine and information services publisher, to Centaur Holdings PLC ("Centaur Holdings"), a newly public company which will be traded on the Alternative Investment Market of the London Stock Exchange. Griffin's proceeds from the transaction, based on current exchange rates and before income tax payments, estimated transaction expenses and potential adjustments contingent on Centaur's closing balance sheet, include cash of approximately $72.0 million and approximately 6.5 million shares of common stock of Centaur Holdings, representing approximately 4.8% of the total outstanding common stock of Centaur Holdings. The value of the Centaur Holdings stock at the time of closing is approximately $12.0 million based on the stock's initial offering price and current exchange rates. By agreement, Griffin is prohibited from selling its interest in Centaur Holdings for six months. Griffin expects this transaction to result in an after-tax gain in the range of $7.75 to $8.25 per share of Griffin's issued and outstanding common stock, which is based on Griffin's estimated transaction expenses, final determination of proceeds based on Centaur's closing balance sheet and estimated income taxes. A portion of the cash proceeds will be used by Griffin for the income tax payment related to the gain on this transaction and to repay all amounts outstanding under Griffin's Credit Agreement with Fleet National Bank. 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. 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-----