-----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, HTL6M90JGYD7u6vCon7hANarYiRq0/89ofvUp2B7RiGcX5FEIFcHShM6iamh9EDJ +N64sLWClYRVps0WW+x9KQ== 0001037390-05-000033.txt : 20050611 0001037390-05-000033.hdr.sgml : 20050611 20050601120210 ACCESSION NUMBER: 0001037390-05-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050601 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050601 DATE AS OF CHANGE: 20050601 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: 05869662 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 form8k_060105.htm GRIFFIN 8K 060105 griffin 8k 060105

UNITED STATES
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

June 1, 2005
(Date of earliest event reported)


GRIFFIN LAND & NURSERIES, INC.
(Exact name of registrant as specified in charter)


Delaware
06-0868496
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)
   
Commission File Number
1-12879
   
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
   
   



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[ ]
Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4(c))


Item 7.01.
Regulation FD Disclosure

On June 1, 2005, the Registrant reported the sale of the stock of Shemin Acquisition Corporation ("Shemin Acquisition"), a private company in which the Registrant held a minority common stock interest. Attached as Exhibit 99.1 to the report is the Registrant's June 1, 2005 Press Release, which is incorporated herein by reference.


Item 9.01.
Financial Statements and Exhibits

Exhibit 99.1: Registrant's June 1, 2005 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
 
Vice President, Chief Financial Officer
 
and Secretary
   
Dated: June 1, 2005
  
   

 
 


 EX-99.1 2 shemin_pressrelease.htm SHEMIN PRESS RELEASE Shemin Press Release




NEWS FROM:
    
Exhibit 99.1
       
GRIFFIN LAND & NURSERIES, INC.
  
CONTACT:
  
   
Anthony Galici
  
   
Chief Financial Officer
  
   
(860) 653-4541
  
       

GRIFFIN ANNOUNCES SALE OF INVESTMENT

NEW YORK, NEW YORK (June 1, 2005) Griffin Land & Nurseries, Inc. (Nasdaq: GRIF) (“Griffin”) reported the sale of the stock of Shemin Acquisition Corporation (“Shemin Acquisition”), a private company in which Griffin held a minority common stock interest and which operated irrigation supply and landscape nursery distribution businesses through subsidiaries. In connection with this transaction, each stockholder redeemed a portion of its common stock in Shemin Acquisition for a percentage interest in Shemin Nurseries, Inc. equivalent to its percentage interest in the common stock of Shemin Acquisition and sold for cash the balance of its common stock in Shemin Acquisition. Griffin’s proportionate share of the cash proceeds was approximately $5.9 million, subject to adjustment based upon Shemin Acquisition’s closing balance sheet. This transaction, which will be reported in Griffin’s 2005 third quarter results of operations, will result in a gain.

Griffin operates landscape nursery and real estate businesses. Griffin’s real estate division, Griffin Land, builds, leases and manages commercial and industrial properties and develops residential subdivisions on its land in Connecticut and Massachusetts. Imperial Nurseries, Inc., Griffin’s subsidiary in the landscape nursery business, is a grower of containerized landscape nursery stock that is sold principally to garden centers, mass merchandisers, home centers, wholesalers and landscape contractors.

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.
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