0001037390-13-000009.txt : 20130425 0001037390-13-000009.hdr.sgml : 20130425 20130425115711 ACCESSION NUMBER: 0001037390-13-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130424 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130425 DATE AS OF CHANGE: 20130425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRIFFIN LAND & NURSERIES INC CENTRAL INDEX KEY: 0001037390 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] 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: 13781713 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 newrevolvingcreditagreement.htm NEW REVOLVING CREDIT AGREEMENT newrevolvingcreditagreement.htm

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

April 24, 2013
(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
   
(Former name or former address, if changed since last report)
 


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 (c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 

 
Item 1.01.
Entry into a Material Definitive Agreement

The information set forth in Item 2.03 below regarding new financial obligations is incorporated by reference into this Item 1.01.

Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On April 24, 2013, Griffin Land & Nurseries, Inc. (“Griffin” or “Registrant”) closed on a $12.5 million revolving line of credit (the “2013 Credit Line”) with Webster Bank.  The 2013 Credit Line replaces Griffin’s revolving line of credit of the same amount with Doral Bank that was scheduled to expire on May 1, 2013 (the “Doral Credit Line”).  The 2013 Credit Line has a two-year term with an option for Griffin to extend it for a third year.  The 2013 Credit Line has an interest rate of LIBOR plus 2.75% and is collateralized by Griffin Land’s office/flex buildings in Griffin Center South and Griffin Land’s single story office building in Griffin Center, the same properties that collateralized the Doral Credit Line.  Under the terms of the 2013 Credit Line, the ratio of the net operating income, as defined in the agreement, of the buildings that collateralize the 2013 Credit Line to the interest, as defined in the agreement, under the 2013 Credit Line, must be no less than 1.25, Griffin must maintain total stockholders’ equity and a minimum net worth of not less than $80 million, Griffin’s current ratio (as defined) must not fall below 1.0 to 1.0 and Griffin’s total debt must not exceed 50% of the total fair value of Griffin’s assets.

Item 7.01.
Regulation FD Disclosure

A copy of Griffin’s April 25, 2013 press release announcing the completion of the 2013 Credit Line is attached as Exhibit 99.1.
 
 
Item 9.01.
Financial Statements and Exhibits

Exhibit 99.1:  Registrant’s April 25, 2013 Press Release (attached hereto).

 
 
 
SIGNATURES

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.

     
 
By:
/s/ Anthony J. Galici
   
Anthony J. Galici
   
Vice President, Chief Financial Officer
   
and Secretary
Dated:  April 25, 2013
    


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 PRESS RELEASE exhibit99-1.htm


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



GRIFFIN ANNOUNCES CLOSING ON NEW REVOLVING CREDIT AGREEMENT

    NEW YORK, NEW YORK (April 25, 2013) Griffin Land & Nurseries, Inc. (Nasdaq: GRIF) (“Griffin”) announced today that it has closed on a $12.5 million revolving line of credit (the “2013 Credit Line”) with Webster Bank.  The 2013 Credit Line replaces an expiring revolving line of credit of the same amount with Doral Bank.  The 2013 Credit Line has a term of two years, with an option for Griffin to extend it for a third year.  The 2013 Credit Line has an interest rate of one month LIBOR plus 2.75% and is collateralized by Griffin Land’s office/flex buildings in Griffin Center South and Griffin Land’s single story office building in Griffin Center, the same properties that collateralized the expiring line of credit.  Griffin did not have any amounts outstanding under its expiring revolving line of credit and did not draw down under the 2013 Credit Line at closing.  Griffin expects to use future borrowings under the 2013 Credit Line for general corporate purposes.

Griffin operates a real estate business, Griffin Land, and Imperial Nurseries, its landscape nursery business.  Griffin also has an investment in Centaur Media plc, a public company based in the United Kingdom and listed on the London Stock Exchange.

 
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 uses of future borrowings under the 2013 Credit Line and other statements that are not historical facts. 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 and which could cause actual results and events to differ materially from those expressed or implied in the forward-looking statements.  Important factors that could affect the outcome of the events set forth in these statements are described in Griffin’s Securities and Exchange Commission filings, including the “Business”, “Risk Factors” and “Forward-Looking Information” sections in Griffin’s Annual Report on Form 10-K for the fiscal year ended December 1, 2012.  Griffin disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release except as required by law.