8-K

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

August 28, 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 August 28, 2013, a subsidiary of Griffin Land & Nurseries, Inc. (“Griffin” or “Registrant”), Griffin Land, LLC, closed on a $9.1 million nonrecourse mortgage loan (the “Mortgage Loan”) with First Niagara Bank.  The Mortgage Loan is collateralized by Griffin’s newly built and fully leased 228,000 square foot industrial building in Lower Nazareth, Pennsylvania.  The Mortgage Loan has a variable interest rate, but Griffin entered into an interest rate swap agreement with First Niagara Bank that fixes the rate on the Mortgage Loan at 4.79% over the Mortgage Loan’s ten-year term.  Payments on the Mortgage Loan are based on a twenty-five year amortization period. Under the terms of the Mortgage Loan, the ratio of net operating income, as defined in the agreement, of the property that collateralizes the Mortgage Loan to the debt service, as defined in the agreement, of the Mortgage Loan, must be no less than 1.35 to 1.00.

Item 7.01. Regulation FD Disclosure

A copy of Griffin’s August 29, 2013 press release announcing the completion of the Mortgage Loan attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1:  Registrant’s August 29, 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:  August 29, 2013

EX-99.1

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

GRIFFIN ANNOUNCES CLOSING ON MORTGAGE LOAN

NEW YORK, NEW YORK (August 29, 2013) Griffin Land & Nurseries, Inc. (Nasdaq: GRIF) (“Griffin”) announced that a subsidiary of its real estate business, Griffin Land, LLC, closed on a $9.1 million nonrecourse mortgage loan on its 228,000 square foot industrial building in Lower Nazareth, Pennsylvania with First Niagara Bank.  The mortgage loan has a variable interest rate, but Griffin Land entered into an interest rate swap agreement with First Niagara Bank to fix the rate at 4.79% over the ten-year term of the loan.  Payments on the loan are based on a twenty-five year amortization period. The building that was mortgaged was completed in August 2012, and a five-year full building lease of this facility was signed earlier this year. This building is the first of two to be built in Lehigh Valley Tradeport, a 51 acre industrial park located in a major industrial area of the Lehigh Valley of Pennsylvania. The proceeds from this mortgage loan are expected to be used for the construction of the second Lehigh Valley Tradeport building, which is planned to be approximately 303,000 square feet.  It is expected that construction will begin in the fourth quarter of this year.

In addition to its real estate business, Griffin operates a landscape nursery business, Imperial Nurseries, Inc. (“Imperial”).  Griffin recently announced that it had entered into a letter of intent for the disposition of Imperial’s landscape nursery growing operations and a lease of Imperial’s growing facilities to a private company nursery grower.  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.  These forward looking statements include the statements concerning the timing and construction of the second building in Lehigh Valley Tradeport and the transactions contemplated by the letter of intent regarding the disposition of Imperial’s landscape nursery growing operations. 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 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.