0001037390-13-000036.txt : 20130909 0001037390-13-000036.hdr.sgml : 20130909 20130909091825 ACCESSION NUMBER: 0001037390-13-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130909 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130909 DATE AS OF CHANGE: 20130909 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: 131084386 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 windsorlandsale.htm WINDSOR LAND SALE windsorlandsale.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549




FORM 8-K
Current Report
Pursuant to Section 13 or 15c(d) of the
Securities Exchange Act of 1934

September 9, 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 7.01.
Regulation FD Disclosure

On September 9, 2013, Griffin Land & Nurseries, Inc. (“Griffin” or the “Registrant”) issued a press release announcing that a subsidiary of its real estate business, Griffin Land, LLC, has entered into an agreement for the sale of approximately 90 acres of undeveloped land.

Attached as Exhibit 99.1 to this Current Report is Griffin’s September 9, 2013 press release.

 
 
Item 9.01.
Financial Statements and Exhibits

Exhibit 99.1:  Registrant's September 9, 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:  September 9, 2013
   



EX-99.1 2 exhibit99-1.htm 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 AGREEMENT FOR LAND SALE

NEW YORK, NEW YORK (September 9, 2013) Griffin Land & Nurseries, Inc. (Nasdaq: GRIF) (“Griffin”) today announced that a subsidiary of its real estate business, Griffin Land, LLC (“Griffin Land”), entered into a Real Estate Sales Contract (the “Sales Contract”) for the sale of approximately 90 acres of undeveloped land for approximately $9 million in cash, before transaction expenses.  The land to be sold is in Windsor, Connecticut and is part of an approximately 268 acre parcel of undeveloped land that straddles the town line between Windsor and Bloomfield, Connecticut.  Under the terms of the Sales Contract, Griffin Land and the buyer will construct roadways connecting the land parcel to be sold with existing town roads. The roads to be built will also provide access to the remaining acreage in Griffin Land’s land parcel. The completion of this transaction is contingent on a number of factors, including the buyer obtaining all necessary final permits from governmental authorities for its development plans for the site it would acquire and the buyer receiving municipal and state economic development incentives it deems adequate. If completed under its current terms, Griffin Land expects to record a substantial pretax gain on this transaction. There is no guarantee that this transaction will be completed under its current terms, or at all.

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, including the statements regarding the completion and expected pretax gain on the sale of approximately 90 acres of undeveloped land in Windsor, Connecticut.  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.