GRIFFIN LAND & NURSERIES INC, 10-12B/A, 1997-05-06

GRIFFIN LAND & NURSERIES INC
10-12B/A, 1997-05-06
BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1997

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10/A
AMENDMENT NO. 1

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(B) OR 12(G) OF

THE SECURITIES EXCHANGE ACT OF 1934

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GRIFFIN LAND & NURSERIES, INC.

(Exact name of registrant as specified in its charter)

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DELAWARE 06-0868496
(State or other (I.R.S. Employer Identification
jurisdiction of No.)
incorporation or
organization)

ONE ROCKEFELLER PLAZA
NEW YORK, NY 10020
(Address of principal (Zip Code)
executive office)
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Registrant's telephone number, including area code:
(860) 286-7660

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Securities to be registered pursuant to Section 12(b) of the Act.

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NAME OF EACH EXCHANGE ON
TITLE OF CLASS WHICH CLASS IS TO BE
TO BE SO REGISTERED REGISTERED
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Class A Common Stock, par value $0.01 per share Nasdaq National Market
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Securities to be registered pursuant to Section 12(g) of the Act.

Class B Common Stock, par value $0.01 per share

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GRIFFIN LAND & NURSERIES, INC.
INFORMATION INCLUDED IN INFORMATION STATEMENT AND
INCORPORATED IN FORM 10 BY REFERENCE.
CROSS-REFERENCE SHEET BETWEEN INFORMATION SHEET AND
ITEMS ON FORM 10.

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ITEM NO. ITEM CAPTION LOCATION IN INFORMATION STATEMENT
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1. Business............................................. BUSINESS

2. Financial Information................................ SELECTED COMBINED FINANCIAL DATA

3. Properties........................................... BUSINESS

4. Security Ownership of Certain Beneficial Owners and
Management.......................................... PRINCIPAL STOCKHOLDERS

5. Directors and Executive Officers..................... MANAGEMENT; CERTAIN EMPLOYEE BENEFIT MATTERS

6. Executive Compensation............................... MANAGEMENT; CERTAIN EMPLOYEE BENEFIT MATTERS

7. Certain Relationships and Related Transactions....... RELATIONSHIP BETWEEN CULBRO AND GRIFFIN AFTER THE
DISTRIBUTION; CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.

8. Legal Proceedings.................................... BUSINESS

9. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters....... DIVIDEND POLICY; SHARES ELIGIBLE FOR FUTURE SALE

10. Recent Sales of Unregistered Securities.............. Part II

11. Description of Registrant's Securities to be
Registered.......................................... DESCRIPTION OF CAPITAL STOCK

12. Indemnification of Directors and Officers............ Part II

13. Financial Statements and Supplementary Data.......... INDEX TO FINANCIAL STATEMENTS

14. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................. N/A

15. Financial Statements and Exhibits

(a) Financial Statements............................. INDEX TO FINANCIAL STATEMENTS

(b) Exhibits......................................... Part II
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CULBRO CORPORATION
387 PARK AVENUE SOUTH

NEW YORK, NY 10016

June , 1997

To the Shareholders of Culbro Corporation:

Culbro Corporation ("Culbro") currently owns all of the outstanding shares
of Class B Common Stock (the "Class B Common Stock") of Griffin Land &
Nurseries, Inc. ("Griffin"). Culbro has recently reorganized its subsidiaries so
that Griffin now holds and operates substantially all of Culbro's non-tobacco
related businesses. The enclosed Information Statement contains information
regarding the distribution of the Class B Common Stock of Griffin to the
shareholders of Culbro (the "Distribution"). If you are a holder of Culbro
common stock on June 16, 1997, the record date for the Distribution, you will be
entitled to receive one (1) share of Class B Common Stock of Griffin for each
share of Culbro common stock you own on that date. Holders of Culbro common
stock on the record date will not be required to make any payment or take any
other action in order to receive Griffin shares in the Distribution. We expect
that Griffin stock certificates will be mailed beginning on or about July 3,
1997.

The principal effect of the Distribution will be to separate Culbro's
tobacco related business from its other businesses. After the Distribution, each
business will be conducted by a separate, publicly held corporation, and Culbro
will merge (the "Merger") with and into its other subsidiary, General Cigar
Holdings, Inc. ("General Cigar").

The Board of Directors of Culbro, which approved the Distribution on
December 12, 1996, believes that the Distribution will enhance shareholder
values over the long term by allowing General Cigar and Griffin to concentrate
on their respective businesses and providing each company with greater
flexibility in pursuing its independent business objectives. The Culbro Board of
Directors believes that the Distribution, followed by the Merger, will enable
the investment community to analyze more effectively the investment
characteristics, performance and future prospects of each business, enhancing
the likelihood that each will achieve appropriate market recognition of its
value. The Board of Directors of Culbro has unanimously approved the
Distribution and the Merger. Shareholders of Culbro will have approved the
Merger as of the date of this mailing.

Details of the Distribution and other important information, including a
description of the business and management of Griffin after the Distribution,
are set forth in the accompanying Information Statement, which should be
reviewed carefully by shareholders. Shareholder approval of the Distribution is
not required, and we are not soliciting your proxy, with respect to the
Distribution.

Shareholders of Culbro with inquiries related to the Distribution should
contact A. Ross Wollen at (212) 448-3800.

Sincerely yours,

[SIGNATURE]

Edgar M. Cullman

CHAIRMAN
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PRELIMINARY INFORMATION STATEMENT DATED MAY 6, 1997

A REGISTRATION STATEMENT ON FORM 10 RELATING TO STOCK OF GRIFFIN LAND &
NURSERIES, INC. HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT
HAS NOT YET BECOME EFFECTIVE. INFORMATION CONTAINED HEREIN IS SUBJECT TO
COMPLETION AND AMENDMENT.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION AND AMENDMENT

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INFORMATION STATEMENT
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GRIFFIN LAND & NURSERIES, INC.
CLASS A COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
CLASS B COMMON STOCK
(PAR VALUE $0.01 PER SHARE)

This Information Statement is being furnished in connection with a special
distribution (the "Distribution") by Culbro Corporation ("Culbro") of one (1)
share of Class B Common Stock, par value $0.01 per share ("Class B Common
Stock"), of Griffin Land & Nurseries, Inc. (formerly known as Culbro Land
Resources, Inc.) ("Griffin") for each share of Culbro common stock, par value $1
per share (the "Culbro Common Stock"), held of record as of the close of
business on June 16, 1997 (the "Record Date"). Each share of Class B Common
Stock is exchangeable for one share of Class A Common Stock, par value $0.01 per
share, of Griffin (the "Class A Common Stock" and, together with the Class B
Common Stock, the "Common Stock"). Application will be made to list the Class A
Common Stock on the Nasdaq National Market ("NASDAQ") under the symbol "GRIF."
See "THE DISTRIBUTION--Listing and Trading of the Common Stock; No Prior Market
for the Common Stock." The Distribution will result in 100% of the outstanding
shares of Class B Common Stock being distributed to the holders of Culbro Common
Stock. On July 3, 1997 (the "Distribution Date"), Culbro will deliver all of the
issued and outstanding shares of Class B Common Stock to Chase Mellon
Shareholder Services, L.L.C., as distribution agent (the "Distribution Agent"),
which in turn will distribute such shares to the holders of Culbro Common Stock
as of the Record Date. It is expected that certificates representing shares of
Class B Common Stock will be mailed by the Distribution Agent on or about July
3, 1997. See "INTRODUCTION" and "THE DISTRIBUTION--Manner of Effecting the
Distribution." Holders of Culbro Common Stock on the Record Date will not be
required to make any payment or take any other action to receive Class B Common
Stock in the Distribution. Following the Distribution Culbro is expected to
merge with and into its subsidiary General Cigar Holdings, Inc. ("General
Cigar").

Griffin owns substantially all of Culbro's non-tobacco related assets and
liabilities, including all of its assets and liabilities relating to its
landscape nursery business and Connecticut- and Massachusetts-based real estate
business, together with Culbro's approximate 25% interest in Centaur
Communications Limited ("Centaur") and its approximate 50% interest in The Eli
Witt Company ("Eli Witt").

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NO VOTE OF SHAREHOLDERS IS REQUIRED IN CONNECTION WITH THE DISTRIBUTION.
NO PROXIES ARE BEING SOLICITED, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY OTHER FEDERAL OR STATE AUTHORITY,
NOR HAS SUCH COMMISSION OR OTHER AUTHORITY PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS INFORMATION STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS INFORMATION STATEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES

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The date of this Information Statement is , 1997
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SUMMARY OF CERTAIN INFORMATION

THIS SUMMARY IS QUALIFIED BY THE MORE DETAILED INFORMATION SET FORTH
ELSEWHERE IN THIS INFORMATION STATEMENT, WHICH SHOULD BE READ IN ITS ENTIRETY.
UNLESS THE CONTEXT OTHERWISE REQUIRES, (I) REFERENCES IN THE INFORMATION
STATEMENT TO CULBRO AND GRIFFIN SHALL INCLUDE THEIR RESPECTIVE SUBSIDIARIES AND
(II) REFERENCES TO A FISCAL YEAR ARE TO THE TWELVE-MONTH PERIOD ENDED THE
SATURDAY NEAREST NOVEMBER 30 OF THE YEAR REFERENCED. CERTAIN CAPITALIZED TERMS
USED IN THIS SUMMARY ARE DEFINED ELSEWHERE IN THIS INFORMATION STATEMENT.

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Distributing Company.............. Culbro Corporation, a New York corporation ("Culbro").
Following the Distribution, Culbro is expected to merge
with and into General Cigar Holdings, Inc., ("General
Cigar"), a Delaware Corporation.

Distributed Company............... Griffin Land & Nurseries, Inc., a Delaware corporation
("Griffin"), which owns substantially all of the
Connecticut- and Massachusetts-based real estate and the
landscape nursery businesses previously operated by
Culbro, the approximate 25% interest in Centaur
Communications Limited ("Centaur") and the approximate
50% interest in The Eli Witt Company ("Eli Witt")
previously owned by Culbro. Griffin was incorporated
under the laws of Delaware on March 10, 1970.

The Distribution.................. On the Distribution Date, all of the outstanding shares
of Class B Common Stock will be delivered to the
Distribution Agent. On or about July 3, 1997, the
Distribution Agent will mail stock certificates
representing shares of Class B Common Stock to holders
of record of Culbro Common Stock as of the Record Date.
See "THE DISTRIBUTION--Manner of Effecting the
Distribution."

Record Date....................... June 16, 1997.

Distribution Date................. July 3, 1997.

Distribution Ratio................ Each Culbro shareholder will receive one (1) share of
Class B Common Stock, $.01 par value, of Griffin (the
"Class B Common Stock") for each share of common stock,
$1 par value, of Culbro (the "Culbro Common Stock")
owned on the Record Date.

Shares to be Distributed.......... The shares to be distributed to Culbro shareholders (the
"Distribution Shares") will constitute all of the shares
of Class B Common Stock outstanding immediately after
the Distribution. The number of Distribution Shares will
equal the number of shares of Culbro Common Stock
outstanding on the Record Date.

Distribution Agent................ Chase Mellon Shareholder Services, L.L.C.

No Payment Required............... Culbro shareholders will not be required to make any
payment or to take any other action to receive their
portion of the Distribution. See "THE
DISTRIBUTION--Manner of Effecting the Distribution."

Conditions to the Distribution.... The Distribution is conditioned upon, among other
things, (1) declaration of the special dividend by the
Board of Directors
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of Culbro (the "Culbro Board") (2) the receipt of a
private letter ruling from the Internal Revenue Service
(the "IRS") or an opinion of counsel, in either case, in
form and substance satisfactory to the Culbro Board as
to the tax consequences of the Distribution (see "--Tax
Consequences") and (3) approval of the Merger (as
defined below) by Culbro shareholders. The Culbro Board
has reserved the right to waive any conditions to the
Distribution or, even if the conditions to the
Distribution are satisfied, to abandon, defer or modify
the Distribution at any time prior to the Distribution
Date. See "INTRODUCTION" and "THE DISTRIBUTION--Manner
of Effecting the Distribution."

The Merger........................ Following the Distribution, but not before August 26,
1997 without the prior written consent of Donaldson,
Lufkin & Jenrette Securities Corporation, and following
the approval by the shareholders of Culbro, Culbro will
merge with and into its subsidiary, General Cigar.

Reasons for the Distribution...... The Distribution will formally separate Culbro's tobacco
and non-tobacco related businesses. After the
Distribution, each business will be conducted by a
separate, publicly held corporation. The Culbro Board
believes that the Distribution will enable the
management of each company to concentrate its attention
and financial resources on the core businesses of such
company, and enhance stockholder value over the
long-term by allowing the investment community to
analyze more effectively the investment characteristics,
performance and future prospects of the two distinct
business groups. The Culbro Board also believes that the
Distribution will provide each company with greater
flexibility in pursuing its independent business
objectives. See "THE DISTRIBUTION--Background and
Reasons for the Distribution."

Tax Consequences.................. The Culbro Board has conditioned the Distribution on
receipt of a private letter ruling from the IRS or an
opinion of counsel satisfactory to the Culbro Board, in
either case, to the effect, among other things, that
receipt of shares of Class B Common Stock by holders of
Culbro Common Stock will be tax free. See "THE
DISTRIBUTION--Federal Income Tax Aspects of the
Distribution."

Trading Market.................... There is currently no public market for the Common
Stock. Application will be made to list the Class A
Common Stock on NASDAQ. See "THE DISTRIBUTION--Listing
and Trading of the Common Stock; No Prior Market for the
Common Stock," and "RISK FACTORS--No Prior Market for
Common Stock."

General Cigar..................... General Cigar Holdings, Inc., incorporated under the
laws of Delaware, is a publicly-held corporation which
conducts the tobacco related businesses of Culbro.
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Principal Office of Griffin....... The principal executive offices of Griffin are located
at One Rockefeller Center, New York, New York, 10020.

Board of Directors................ Culbro, as the sole stockholder of Griffin, has elected
the following persons to constitute the Board of
Directors of Griffin; Edgar M. Cullman, Frederick M.
Danziger, John L. Ernst and Winston J. Churchill, Jr.

Risk Factors...................... See "RISK FACTORS" for a discussion of factors that
should be considered in connection with the Class B
Common Stock received in the Distribution.

Financing......................... Prior to the Distribution, Griffin expects to establish
facilities for letters of credit and lines of credit.
See "DESCRIPTION OF CERTAIN INDEBTEDNESS."
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INTRODUCTION

The Board of Directors of Culbro has declared a special distribution (the
"Distribution") of one share of Class B Common Stock of Griffin, for each share
of Culbro Common Stock held as of the Record Date. Culbro will effect the
Distribution on the Distribution Date by delivering all of the issued and
outstanding shares of Class B Common Stock to the Distribution Agent for
transfer and distribution to the holders of record of Culbro Common Stock as of
the Record Date. It is expected that certificates representing shares of Class B
Common Stock will be mailed to Culbro shareholders beginning on or about July 3,
1997.

In the summer of 1996, Culbro began considering a major cigar business
acquisition and its financial consequences, including the desirability of making
a public offering of common stock. Culbro reviewed its capital structure with
both its financial advisors and potential underwriters for an offering of common
stock and concluded that the best structure for a public offering was a "pure
play" cigar company with no prior trading history. This structure would result
in more net dollars at any reasonable percentage dilution. To achieve this,
Culbro created General Cigar to make the public offering. The underwriters and
financial advisors also agreed that added liquidity, through not having a
holding company structure with both Culbro and General Cigar as public companies
traded on the NYSE, was desirable. To achieve this end and to reduce ongoing
costs, Culbro proposed the Merger following the Distribution so that the
resulting structure would be two public companies, General Cigar and Griffin,
each pursuing its separate business with its separate resources. The cigar
business thereby would be able to receive substantially higher proceeds from the
Offering because it would be viewed as a "pure play" cigar company. It would
eventually have greater liquidity as the result of the issuance of added public
shares at the time of the Merger which the underwriters viewed as desirable. In
addition, the probable discount to (i) Culbro Common Stock associated with
holding the cigar business through a holding company that did not own all of the
cigar company stock and (ii) the Class A Common Stock of General Cigar
associated with owning stock of an entity controlled by a single enterprise with
potentially different expansion and dividend policies, would be eliminated by
the Merger.

Culbro declared the Distribution because it believes that it is in the best
interests of Culbro and General Cigar to separate the cigar business from the
unrelated businesses of Culbro. By effecting the Distribution, Culbro believes
that Culbro, General Cigar and their shareholders will benefit by allowing the
cigar business and non-tobacco related businesses to be evaluated on a
stand-alone basis.

After the Distribution, the tobacco business will be conducted by General
Cigar and the non-tobacco businesses will be conducted by Griffin, each as a
separate, publicly held corporation. Effective as of February 27, 1997, Culbro
transferred to Griffin, as a contribution to capital, substantially all of its
assets and liabilities relating to its landscape nursery and Connecticut- and
Massachusetts-based real estate businesses, as well as Culbro's interest in
Centaur and Eli Witt. Griffin will own and operate substantially all of the real
estate and nursery businesses while General Cigar will own and operate the
tobacco related businesses. See "BUSINESS." The Distribution is intended to
enhance shareholder value over the long term by allowing Griffin and Culbro (and
following the Merger, General Cigar) to concentrate on their respective
businesses, and by enabling the investment community to analyze more effectively
the investment characteristics, performance and future prospects of the two
distinct business groups. The Distribution is also intended to provide each
company with greater flexibility in pursuing its independent business
objectives.

For a description of risk factors in connection with the Distribution and
the related transactions described in this Information Statement, see "RISK
FACTORS."

Griffin was formed as a subsidiary of Culbro on March 10, 1970. There has
been no trading market in Class B Common Stock. However, application will be
made to list the Class A Common Stock of Griffin on the NASDAQ under the symbol
"GRIF." The shares of Class B Common Stock to be distributed in the Distribution
will convert automatically to Class A Common Stock upon the sale or other
transfer thereof, except in certain circumstances. See "DESCRIPTION OF CAPITAL
STOCK."

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The Distribution does not require shareholder approval and the Culbro Board
may abandon, defer or modify the Distribution prior to the Distribution Date.
Culbro shareholders will not be entitled to appraisal rights in connection with
the Distribution.

The principal executive offices of Griffin are located at One Rockefeller
Plaza, New York, New York 10020; telephone number (212) .

RISK FACTORS

Shareholders should note the following risk factors, as well as the other
information contained in this Information Statement.

COMPETITION

The landscape nursery business is competitive and Griffin competes against a
number of other companies, including local and regional nursery businesses. Some
of Griffin's competitors may be in a stronger financial position than Griffin.
Numerous real estate developers operate in the portion of Connecticut and
Massachusetts in which Griffin's holdings are concentrated. Some of such
businesses compete in each anticipated business of Griffin and may have greater
financial resources than Griffin. See "BUSINESS--Competition."

ASSUMED LIABILITIES; THE ELI WITT COMPANY

Pursuant to the terms of the Distribution Agreement, Tax Sharing Agreement
and Employee Benefits Allocation Agreement, certain liabilities of Culbro are
being assumed by Griffin, including liabilities relating to the real estate
business and the nursery business, certain specified tax liabilities,
liabilities relating to employees of Griffin and all of Culbro's interests
relating to Eli Witt. As a result of the Asset Transfers, Griffin acquired
Culbro's 50.1% interest in Eli Witt. In November 1996, Eli Witt filed for
protection under Chapter 11 of the Federal Bankruptcy Law. Prior to February
1993, Eli Witt was a wholly-owned subsidiary of Culbro and filed consolidated
tax returns with Culbro. Culbro, Eli Witt and other parties engaged in two
complex acquisitions and reorganizations in 1993 and 1994, pursuant to which
Culbro in 1993 received material distributions both to repay intercompany
indebtedness and as a return of capital from Eli Witt which was used to repay
Culbro's debt, including substantial amounts Culbro had previously borrowed from
unaffiliated third parties to fund Eli Witt's business. Culbro subsequently
loaned $5 million to Eli Witt. It is anticipated that these transactions
(including the transfer of funds to Culbro) will be reviewed by Eli Witt
creditors and other parties in interest in connection with the Chapter 11 case.
To date, one creditor has written to the unsecured creditors committee proposing
an inquiry into this matter. Any claim based on the foregoing, if asserted and
successfully prosecuted, could have a material adverse effect on Griffin's
financial condition. See "BUSINESS--Legal Matters."

NO OPERATING HISTORY AS AN INDEPENDENT COMPANY

Griffin does not have an operating history as an independent public company.
Griffin also will have a new management team in place at the commencement of its
operation as a public company. The Griffin business has historically relied on
Culbro for various financial and administrative services. After the
Distribution, Griffin will require its own lines of credit, banking
relationships and administrative functions although Culbro (and following the
Merger, General Cigar) will continue to provide Griffin with certain
administrative services for a period of at least one year following the
Distribution Date. There can be no assurance that, following the Distribution,
and particularly following the termination of administrative relations with
Culbro (and following the Merger, General Cigar), Griffin will be able to
operate efficiently as an independent public corporation.

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DIVIDEND POLICY

Griffin's dividend policy will be established by the Griffin Board from time
to time based on the results of operations and financial condition of Griffin
and such other business considerations as the Griffin Board considers relevant.
It is not anticipated that dividends will be paid for a substantial period of
time following the Distribution. See "DIVIDEND POLICY" and "--Lack of Cash Flow
from Operations; Need for Additional Cash."

NO PRIOR MARKET FOR COMMON STOCK

There has been no prior trading market for the Common Stock and there can be
no assurance as to the prices at which the Common Stock will trade before or
after the Distribution Date. Griffin will apply to list the Class A Common Stock
on NASDAQ. Until the Class B Common Stock is fully distributed, a sufficient
number of shares of Class B Common Stock are converted, through the sale of such
shares or otherwise, into shares of Class A Common Stock and an orderly market
develops, the prices at which the Class A Common Stock trades may fluctuate
significantly. Prices for the Class A Common Stock will be determined in the
trading markets and may be influenced by many factors, including the depth and
liquidity of the market for the Class A Common Stock, investor perceptions of
Griffin and its business and general economic and market conditions. See "THE
DISTRIBUTION--Listing and Trading of the Common Stock; No Prior Market for the
Common Stock."

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

Culbro has applied for a Tax Ruling from the IRS to the effect that, among
other things, for United States federal income tax purposes the Distribution
will be tax-free under Section 355 of the Internal Revenue Code of 1986, as
amended (the "Code"). See "THE DISTRIBUTION--Federal Income Tax Aspects of the
Distribution." The continuing validity of any such ruling, if granted, will be
subject to certain factual representations and assumptions. Neither Culbro nor
Griffin is aware of any facts or circumstances which should cause such
representations and assumptions to be untrue. The Distribution Agreement (as
defined below) provides that neither Culbro nor Griffin is to take any action
inconsistent with, nor fail to take any action required by, the request for the
Tax Ruling or the Tax Ruling unless required to do so by law or permitted to do
so by the prior written consent of the other party or, in certain circumstances,
a supplemental ruling or tax opinion. See "RELATIONSHIP BETWEEN CULBRO AND
GRIFFIN AFTER THE DISTRIBUTION--Distribution Agreement."

LACK OF CASH FLOW FROM OPERATIONS; NEED FOR ADDITIONAL CASH

Although neither Griffin nor any of its subsidiaries currently has
outstanding any material indebtedness, Griffin has operated during the last
several years with little positive net cash flow and losses. See "--Historical
Operating Losses and Net Deficit." In order to develop its real estate business,
Griffin either must sell assets or obtain debt financing. Griffin intends to
consider development opportunities, as well as a variety of financing options,
including the incurrence of one or more forms of indebtedness. There can be no
assurance, however, that any such financing can be obtained by Griffin on
commercially reasonable terms or at all, or that dispositions of assets, if any,
can be made in a sufficiently timely fashion to meet Griffin's cash needs, or at
prices that reflect the fair market value of such assets at the time of any such
dispositions. The inability of Griffin to generate cash in the future could have
an adverse effect on Griffin's ability to develop its property, financial
condition or results of operations.

POTENTIAL RESTRICTIONS IMPOSED BY THE TERMS OF GRIFFIN'S FUTURE INDEBTEDNESS

The terms and conditions of future debt instruments of Griffin or its
subsidiaries may impose restrictions on Griffin and its subsidiaries that
affect, among other things, their ability to incur debt, pay dividends or make
distributions, make acquisitions, create liens, sell assets, and make certain
investments.

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The ability of Griffin and its subsidiaries to comply with the terms of their
respective debt instruments can be affected by events beyond their control,
including events such as changes in prevailing economic conditions, changes in
consumer preferences and changes in the competitive environment, which could
impair Griffin's operating performance. There can be no assurance that the
assets or cash flows of Griffin or its subsidiaries would be sufficient to repay
in full borrowings under their respective outstanding debt instruments, whether
upon maturity or in the event of acceleration upon an event of default, or upon
a required repurchase in the event of a change of control, or that Griffin would
be able to refinance or restructure the payments on such indebtedness. See
"DESCRIPTION OF CERTAIN INDEBTEDNESS."

HISTORICAL OPERATING LOSSES AND NET DEFICIT

Griffin in recent years has experienced net losses before extraordinary
items. There can be no assurance that Griffin will operate profitably in the
future. See "--Lack of Cash Flow from Operations; Need for Additional Cash,"
"--Potential Restrictions Imposed by the Terms of Griffin's Future Indebtedness"
and "--General Real Estate Investment Risks; Adverse Impact on Ability to Make
Distributions."

LIMITED GEOGRAPHIC DIVERSIFICATION; DEPENDENCE ON CERTAIN REGIONS

Griffin's properties consist almost exclusively of real estate development
properties in the Hartford-Springfield corridor of Massachusetts and Connecticut
and landscape nursery properties in the New England, Mid-Atlantic and
Mid-Western states. Griffin's performance will therefore be linked to economic
conditions and the market for commercial real estate and landscape nursery
products in these regions.

ENVIRONMENTAL MATTERS

Under various federal, state and local laws, ordinances and regulations, an
owner or operator of real estate may be required to investigate and clean up
hazardous or toxic substances or petroleum product releases at such property and
may be held liable to a governmental entity or to third parties for property
damage and for investigation and clean-up costs incurred by such parties in
connection with contamination. The cost of investigation, remediation or removal
of such substances may be substantial, and the presence of such substances, or
the failure to properly remediate such substances, may adversely affect the
owner's ability to sell or rent such property or to borrow using such property
as collateral. In connection with the ownership (direct or indirect), operation,
management and development of real properties, Griffin may be considered an
owner or operator of such properties or as having arranged for the disposal or
treatment of hazardous or toxic substances and, therefore, potentially liable
for removal or remediation costs, as well as certain other related costs,
including governmental fines and injuries to persons and property. See
"BUSINESS--Regulation." In Simsbury, the value of Griffin's land is affected by
the presence of chlordane on a portion of the land which is intended for
residential development. Griffin is examining means of remediation on such
lands. See "BUSINESS--Real Estate Nursery Business."

GENERAL REAL ESTATE INVESTMENT RISKS; ADVERSE IMPACT ON ABILITY TO MAKE
DISTRIBUTIONS

GENERAL. Income from real property investments may be adversely affected by
the general economic climate (particularly the economic climate of the New
England region, where Griffin's properties are located), the attractiveness of
Griffin's commercial development properties to tenants, zoning or other
regulatory restrictions, competition from other available commercial properties,
the ability of Griffin to provide adequate maintenance and insurance, and
increased operating costs (including insurance premiums and real estate taxes).

UNINSURED LOSS. Griffin carries insurance with respect to its properties
which it deems reasonable. There may be, however, certain types of losses
against which Griffin may not presently be insured.

COSTS OF COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT AND SIMILAR
LAWS. Under the Americans with Disabilities Act of 1990 (the "ADA"), all places
of public accommodation are required to meet certain

8
<PAGE>
federal requirements related to access and use by disabled persons. Although
management believes that its commercial real estate properties are substantially
in compliance with present requirements of the ADA, Griffin has not conducted an
audit or investigation to determine its compliance. There can be no assurance
that Griffin will not incur additional costs of complying with the ADA. A number
of additional federal, state and local laws exist which also may require
modifications to Griffin's commercial real estate properties, or restrict
certain further renovations thereof, with respect to access thereto by disabled
persons. The ultimate amount of the cost of compliance with the ADA or such
legislation is not currently ascertainable, and, while such costs are not
expected to have a material effect on Griffin, such costs could be substantial.

SEASONALITY

Sales in Griffin's landscape nursery business are seasonal, peaking in the
spring, and are affected by commercial and residential building activity as well
as weather conditions. Disruptions in such building activity, due to adverse
weather during the spring season or adverse economic conditions in the regions
in which Griffin conducts its landscape nursery operations, could have an
adverse effect on the results of operations of Griffin, taken as a whole.

INABILITY TO PREDICT DEMAND

Many of the products developed and/or produced by the landscape nursery
business require significant time in order to mature. As a result, the landscape
nursery business is dependent upon the ability to accurately estimate demand
from one to five years in advance of actual demand, making it more difficult for
Griffin to react quickly to sudden changes in demand. A sharp increase in demand
which exceeded Griffin's projections would prevent Griffin from taking full
advantage of such increase and could have an adverse effect on Griffin's
reputation; conversely, a sharp decrease in demand might cause a loss of
inventory value, result in excess inventory and could otherwise have an adverse
effect on Griffin's results of operations.

THE DISTRIBUTION

GENERAL

On the Distribution Date, Culbro intends to distribute all of the
outstanding shares of Class B Common Stock to holders of record on the Record
Date of Culbro Common Stock. Each holder of Culbro Common Stock will receive one
(1) share of Class B Common Stock for each share of Culbro Common Stock held on
the Record Date. Holders of Culbro Common Stock on the Record Date will not be
required to make any payment or to take any other action to receive their
portion of the Distribution.

BACKGROUND AND REASONS FOR THE DISTRIBUTION

9
<PAGE>

Common Stock of General Cigar associated with holding the cigar business through
a holding company that did not own all of the cigar company stock and (ii) the
Class A Common Stock associated with owning stock of an entity controlled by a
single enterprise with potentially different expansion and dividend policies,
would be eliminated by the Merger.

Culbro delcared the Distribution because it believes that it is in the best
interests of Culbro and General Cigar to separate the cigar business from the
unrelated businesses of Culbro. By effecting the Distribution, Culbro believes
that Culbro, General Cigar and their shareholders will benefit by allowing the
cigar business and non-tobacco related businesses to be evaluated on a
stand-alone basis.

After the Distribution, the tobacco business will be conducted by General
Cigar and the non-tobacco businesses will be conducted by Griffin, each as a
separate, publicly held corporation. The Culbro Board believes that the
Distribution will enable the management of each company to concentrate its
attention and financial resources on the core businesses of such company, and
enhance stockholder value over the long term by allowing the investment
community to analyze more effectively the investment characteristics,
performance and future prospects of the two distinct business groups. The Culbro
Board also believes that the Distribution will provide each company with greater
flexibility in pursuing its independent business objectives.

MANNER OF EFFECTING THE DISTRIBUTION

On the Distribution Date, all of the outstanding shares of Class B Common
Stock will be delivered to the Distribution Agent for transfer and distribution
to the holders of record of Culbro Common Stock as of the Record Date. It is
expected that certificates representing shares of Class B Common Stock will be
mailed by the Distribution Agent to Culbro shareholders beginning on or about
July 3, 1997.

The Board of Directors of Culbro has reserved the right to abandon, defer or
modify the Distribution and the related transactions described in this
Information Statement at any time prior to 11:59 p.m., New York time, on the day
immediately preceding the Distribution Date.

No holder of Culbro Common Stock will be required to pay any cash or other
consideration for the shares of Class B Common Stock received in the
Distribution or surrender or exchange shares of Culbro Common Stock in order to
receive Class B Common Stock. The Distribution will not affect the number of, or
the rights attaching to, outstanding shares of Culbro Common Stock. All shares
of Class B Common Stock will be fully paid and non-assessable and the holders of
those shares will not be entitled to preemptive rights. See "DESCRIPTION OF
CAPITAL STOCK--Class A Common Stock and Class B Common Stock."

LISTING AND TRADING OF THE COMMON STOCK; NO PRIOR MARKET FOR THE COMMON STOCK

Griffin will apply to list the Class A Common Stock on NASDAQ. Griffin
initially will have approximately 830 shareholders of record, which does not
include beneficial owners whose shares are held of record in the names of
brokers or nominees, based upon the number of record shareholders of Culbro
Common Stock as of April 23, 1997. All of such holders initially will hold
shares of Class B Common Stock, each of which shares is exchangeable for a share
of Class A Common Stock (a) at the option of the holder thereof or (b)
automatically upon the sale thereof by the holder to any person who is not a
Permitted Transferee. See "DESCRIPTION OF CAPITAL STOCK." For certain
information regarding options to purchase Common Stock that will be outstanding
after the Distribution, see "RELATIONSHIP BETWEEN CULBRO AND GRIFFIN AFTER THE
DISTRIBUTION--Related Agreements--Benefits and Employment Matters Allocation
Agreement" and "CERTAIN EMPLOYEE BENEFIT MATTERS."

There is not currently a public market for the Class A Common Stock. Prices
at which the Common Stock may trade cannot be predicted. Until the Class B
Common Stock is fully distributed, a sufficient number of shares of Class B
Common Stock are converted, through the sale of such shares or otherwise, into
shares of Class A Common Stock and an orderly market develops, the prices at
which trading in such Class A Common Stock occurs may fluctuate significantly.
The prices at which the Class A Common Stock

10
<PAGE>
trades will be determined by the marketplace and may be influenced by many
factors, including, among others, the depth and liquidity of the market for the
Class A Common Stock, investor perception of Griffin and the industries in which
Griffin participates, Griffin's dividend policy and general economic and market
conditions. See "RISK FACTORS--No Prior Market for Common Stock."

Culbro filed a request for a no-action letter with the Staff of the
Securities and Exchange Commission (the "Commission Staff") on January 21, 1997,
setting forth, among other things, Culbro's view that the Distribution of Class
B Common Stock does not require registration under the Securities Act of 1933,
as amended (the "Securities Act"). Assuming receipt of a favorable decision from
the Commission Staff, it is Griffin's belief that Class B Common Stock
distributed to Culbro's shareholders in the Distribution, and any Class A Common
Stock issued either upon conversion of such Class B Common Stock or upon
exercise of Griffin Options, will be freely transferable, except for securities
received by persons who may be deemed to be "affiliates" of Culbro within the
meaning of Rule 144 of the Securities Act, which persons may not publicly offer
or sell Class B Common Stock received in connection with the Distribution except
pursuant to a registration statement under the Securities Act or pursuant to
Rule 144 (without regard to holding period requirements thereunder). See "SHARES
ELIGIBLE FOR FUTURE SALE."

FEDERAL INCOME TAX ASPECTS OF THE DISTRIBUTION

On December 16, 1996, Culbro filed a request for a ruling from the IRS to
the effect, among other things, that the Distribution will qualify as a tax free
spin-off under Section 355 of the Internal Revenue Code of 1986, as amended (the
"Code"), and that, for Federal income tax purposes:

(1) No gain or loss will be recognized by (and no amount will be
included in the income of) a holder of Culbro Common Stock upon the receipt
of Class B Common Stock in the Distribution.

(2) The aggregate basis of the Culbro Common Stock and the Class B
Common Stock in the hands of the shareholders of Culbro immediately after
the Distribution will be the same as the aggregate basis of the Culbro
Common Stock held immediately before the Distribution, allocated in
proportion to the fair market value of each.

(3) The holding period of the Class B Common Stock received by the
shareholders of Culbro will include the holding period of Culbro Common
Stock with respect to which the Distribution will be made, provided that
such shareholder held the Culbro Common Stock as a capital asset on the
Distribution Date.

(4) No gain or loss will be recognized by Culbro upon the Distribution.

The summary of federal income tax consequences set forth above does not
purport to cover all federal income tax consequences that may apply to all
categories of shareholders. All shareholders should consult their own tax
advisors regarding the particular federal, foreign, state and local tax
consequences of the Distribution to such shareholders.

For a description of the Tax Sharing Agreement pursuant to which Culbro and
Griffin have provided for various tax matters, see "RELATIONSHIP BETWEEN CULBRO
AND GRIFFIN AFTER THE DISTRIBUTION--Related Agreements--Tax Sharing Agreement."

REASONS FOR FURNISHING THE INFORMATION STATEMENT

This Information Statement is being furnished by Culbro solely to provide
information to Culbro shareholders who will receive Class B Common Stock in the
Distribution. It is not, and is not to be construed as, an inducement or
encouragement to buy or sell any securities of Culbro or Griffin. The
information contained in this Information Statement is believed by Culbro and
Griffin to be accurate as of the date set forth on its cover. Changes may occur
after that date, and neither Culbro nor Griffin will update the information
except in the normal course of their respective public disclosure practices.

11
<PAGE>
RELATIONSHIP BETWEEN CULBRO AND GRIFFIN AFTER THE DISTRIBUTION

For purposes of governing certain relationships between Culbro and Griffin
after the Distribution and providing for an orderly transition, Culbro and
Griffin have entered into various agreements, including those described below.
Copies of certain of the agreements are included as exhibits to Griffin's
Registration Statement on Form 10 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), relating to the Class A Common Stock, and the
following discussions with respect to such agreements are qualified in their
entirety by reference to the agreements as filed.

DISTRIBUTION AGREEMENT

In 1997, Culbro, Griffin and General Cigar entered into a distribution
agreement (the "Distribution Agreement") which provides for the pro rata
distribution by Culbro to the shareholders of Culbro of all issued and
outstanding shares of Class B Common Stock. Pursuant to the Distribution
Agreement, Culbro transferred to General Cigar all of the common stock of
General Cigar Co., Inc., Club Macanudo, Inc., Club Macanudo (Chicago), Inc. and
all of Culbro's interest in the building located at 387 Park Avenue South, New
York, New York. In addition, Culbro transferred to General Cigar Co., Inc.
approximately 1,100 acres of its real estate holdings in the Connecticut River
Valley used to cultivate cigar wrapper tobacco. In connection with these
transfers, General Cigar received all licenses, permits, accounts receivable,
prepaid expenses, reserves and other assets related to the cigar business.
Pursuant to the Distribution Agreement, Culbro also transferred to Griffin
substantially all the non-tobacco related assets of Culbro, including: (i) all
of the common stock of Imperial Nurseries, Inc., a wholly-owned subsidiary of
Culbro; (ii) approximately 5,500 acres of land in Connecticut and Florida, as
well as several nursery wholesale and retail centers; (iii) Culbro's interests
in Eli Witt and assets previously owned by Eli Witt; (iv) Culbro's 25% interest
in Centaur; and (v) all licenses, permits, accounts receivable, prepaid
expenses, reserves and other assets (other than cash) related to the real estate
and nursery business. Culbro also transferred to Griffin $7.0 million in cash.
Griffin continues to operate the real estate business owned by it prior to these
Asset Transfers.

Pursuant to the Distribution Agreement, General Cigar assumed all of
Culbro's liabilities relating to the tobacco business and the assets transferred
to General Cigar and General Cigar Co., Inc., and all of Culbro's retained
indebtedness (other than those liabilities related to the assets transferred to
Griffin), including bank and corporate debt, all expenses related to the Asset
Transfers (as defined), the Offering, the Distribution and the Merger and
certain other contingent liabilities. Similarly, Griffin assumed all liabilities
relating to the real estate business and the nursery business and relating to
the assets transferred to Griffin. These liabilities include all of Griffin's
assumed and retained indebtedness, including bank and corporate debt, other
liabilities relating to the assets transferred to Griffin and certain additional
tax liabilities. Griffin also assumed all liabilities of Culbro related to Eli
Witt, which filed for relief from creditors under Chapter 11 of the Federal
Bankruptcy Code in 1996. See "RISK FACTORS--Assumed Liabilities; The Eli Witt
Company."

The transfer of certain assets and liabilities of Culbro referred to in the
previous two paragraphs are referred to herein as the "Asset Transfers."

As a result of the Asset Transfers, Culbro has become a holding company,
substantially all of the assets of which are the stock of General Cigar and
Griffin. Pursuant to the terms of the Distribution Agreement, General Cigar and
Griffin will operate independently of each other.

The Distribution Agreement also contains general indemnities between Culbro
(or General Cigar, following the Merger) and Griffin and the procedures by which
indemnification may be claimed. The Distribution Agreement provides for, on the
one hand, Culbro and General Cigar to indemnify Griffin for any losses,
liabilities or damages (including attorneys fees) in connection with any claim
or action in respect of any of the liabilities to be assumed or retained by
Culbro and General Cigar and, on the other

12
<PAGE>
hand, Griffin to similarly indemnify Culbro and General Cigar in connection with
any claim or action in respect of any liabilities retained or assumed by
Griffin. In each instance, indemnities are limited by insurance proceeds
recovered by the indemnified party that reduce the amount of the loss, liability
or damage. In addition, the Distribution Agreement contains provisions for the
administration of insurance policies shared by the parties and provisions for
the sharing of information and related services among the parties. Upon
consummation of the Merger, Culbro's obligations with respect to such
indemnities will become the obligations of General Cigar. With respect to
corporate governance, the Distribution Agreement requires the resignation of all
Griffin directors and officers from any positions they previously held with
Culbro, General Cigar or General Cigar Co., Inc., and each of their respective
subsidiaries, and the resignation of all directors of Culbro, General Cigar or
General Cigar Co., Inc., from any positions they previously held with Griffin,
except that Edgar M. Cullman and John L. Ernst will retain their seats on the
Griffin board of directors notwithstanding their positions at Culbro and General
Cigar, and Edgar M. Cullman will be the Chairman of the Board of Griffin.

RELATED AGREEMENTS

TAX SHARING AGREEMENT

Culbro and Griffin have entered into a tax sharing agreement (the "Tax
Sharing Agreement") that defines the parties' rights and obligations with
respect to filing of returns, payments, deficiencies and refunds of federal,
state and other income or franchise taxes relating to Culbro's business for tax
years prior to and including the Distribution. In general, with respect to
periods ending on or before the last day of the taxable year in which the
Distribution occurs, Culbro is responsible for (i) filing both consolidated
federal tax returns for the Culbro affiliated group and combined or consolidated
state tax returns for any group that includes a member of the Culbro affiliated
group, including in each case Griffin and its subsidiaries for the relevant
periods of time that such companies were members of the applicable group and
(ii) paying the taxes relating to such returns. Generally, any subsequent
adjustments resulting from the redetermination of such tax liabilities by the
applicable taxing authorities will be paid by the member or affiliated group to
which the adjustment relates, with Griffin assuming responsibility for all
adjustments relating to Culbro and its affiliates other than General Cigar and
its subsidiaries. Griffin is responsible for filing returns and paying taxes
relating to any member of the Griffin affiliated group for periods that begin
before and end after the Distribution and for periods that begin after the
Distribution. Culbro and Griffin have agreed to cooperate with each other and to
share information in preparing such tax returns and in dealing with other tax
matters.

SERVICES AGREEMENT

Culbro and Griffin have entered into a services agreement (the "Services
Agreement") pursuant to which Culbro has agreed to provide a number of
administrative and other services to Griffin for a period of at least one year.
These services include administration of Griffin's insurance policies, internal
audit, preparation of tax returns, transportation and general in-house legal
services. Griffin will make an annual payment of approximately $550,000 to, and
will reimburse out-of-pocket expenses incurred by, Culbro and its subsidiaries,
in connection with such services. Culbro will make the above services available
to Griffin on an as-needed basis for a period of at least one year following the
Distribution. Pursuant to the Merger, Culbro's obligations under the Services
Agreement will be assumed by General Cigar.

BENEFITS AND EMPLOYMENT MATTERS ALLOCATION AGREEMENT

Culbro and Griffin have entered into the Benefits and Employment Matters
Allocation Agreement (the "Benefits Agreement") which provides generally for the
assumption by General Cigar of certain Culbro employee benefit plans and the
allocation of employee benefits liabilities among Culbro, Griffin and General
Cigar. In addition, the Benefits Agreement provides that upon the Distribution
each option exercisable for shares of Culbro Common Stock will be converted into
an option exercisable for shares of

13
<PAGE>
Culbro Common Stock and an option exercisable for shares of Class A Common Stock
of Griffin. The Benefits Agreement further provides that, following the
Distribution upon consummation of the Merger, options then exercisable for
Culbro Common Stock will be converted into options exercisable for Class A
Common Stock of General Cigar. See "CERTAIN EMPLOYEE BENEFITS MATTERS."

LEASES

Griffin as lessor and General Cigar Co., Inc. as lessee have entered into a
lease for certain agricultural real property in Connecticut and Massachusetts
(the "Agricultural Lease"). The Agricultural Lease is for approximately 500
acres of arable land allocated to Griffin for possible commercial development in
the long-term, but which provides General Cigar with a source of Connecticut
Shade wrapper tobacco. General Cigar Co., Inc.'s use of the land is limited to
the cultivation of cigar wrapper tobacco. The Agricultural Lease has an initial
term of ten years and will provide for the extension of the lease for additional
periods thereafter. In addition, at Griffin's option the Agricultural Lease may
be terminated with respect to 100 acres of such land annually upon one year's
prior notice. The rent payable by General Cigar Co., Inc. under the Agricultural
Lease will be principally equal to the aggregate amount of all taxes and other
assessments payable by Griffin attributable to the land leased. In addition,
Griffin and General Cigar are considering entering into a lease for the use by
General Cigar of certain commercial space in Connecticut (the "Commercial
Lease"). The Commercial Lease, if entered into, would be for approximately
25,000 square feet of office space in the Griffin Center South office complex in
Bloomfield, Connecticut. The Commercial Lease would have an initial term of ten
years and provide for the extension of the lease for additional annual periods
thereafter. The rent payable by General Cigar Co., Inc. under the Commercial
Lease would be at market rates.

14
<PAGE>

SELECTED FINANCIAL DATA

The Selected Combined Financial Data of Griffin for fiscal 1992 and fiscal
1993 have been derived from the unaudited combined financial statements of
Griffin. The Selected Combined Financial Data of Griffin for fiscal 1994, fiscal
1995 and fiscal 1996 have been derived from the audited Combined Financial
Statements of Griffin included elsewhere in this Information Statement. The
Selected Consolidated Financial Data of Griffin for the thirteen weeks ended
March 2, 1996 and March 1, 1997 have been derived from the unaudited
Consolidated Financial Statements of Griffin included elsewhere in this
Information Statement. The following Selected Financial Data should be read in
conjunction with "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS" and the Financial Statements of Griffin and Notes
thereto included elsewhere in this Information Statement. The information
presented below reflects CMS Gilbreth Packaging Systems, Inc. ("CMS Gilbreth")
as a discontinued operation. The 1994, 1995, and 1996 information reflects the
deconsolidation of Eli Witt in April 1994 and subsequent accounting for the
investment in Eli Witt under the equity method. See Note 12 to the Combined
Financial Statements for fiscal 1994, fiscal 1995 and fiscal 1996 included
elsewhere in this Information Statement.

<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
---------------------
MARCH 2, MARCH 1,
1992 1993 1994 1995 1996 1996 1997
------------ ------------ ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA )
STATEMENT OF OPERATIONS DATA:
Net sales and other revenue......... $ 1,028,129 $ 1,239,855 $ 43,024 $ 41,756 $ 46,531 $ 3,352 $ 2,725
Operating profit (loss)............. 10,496 11,336 (4,867) 810 (1,245) (1,624) (2,426)
Loss from continuing operations..... (1,555) (2,632) (7,157) (4,265) (4,063) (1,967) (2,013)
Net income (loss)................... 344 (4,510) (3,833) (580) (4,606) (1,471) (2,013)
BALANCE SHEET DATA:
Total assets........................ 302,728 316,056 167,421 165,655 101,775 162,446 99,873
Working capital..................... 64,602 74,262 28,112 23,069 36,698 20,085 38,231
Long-term debt...................... 141,871 172,068 91,614 72,737 38,846 77,916 2,896
Culbro Investment................... 44,555 32,406 44,426 61,299 47,449 52,270 90,292
</TABLE>

15
<PAGE>

UNAUDITED PRO FORMA FINANCIAL DATA

In 1997, Culbro transferred to Griffin substantially all the non-tobacco
related assets of Culbro, including: (i) all of the common stock of Imperial
Nurseries, Inc., a wholly-owned subsidiary of Culbro; (ii) approximately 5,500
acres of land in Connecticut and Florida, as well as several landscape nursery
wholesale and retail centers; (iii) Culbro's interests in Eli Witt and assets
previously owned by Eli Witt; (iv) Culbro's 25% interest in Centaur; and (v) all
licenses, permits, accounts receivable, prepaid expenses, reserves and other
assets (other than cash) related to the real estate and nursery business. Culbro
also transferred to Griffin $7.0 million in cash. These transactions are
reflected in the Consolidated Financial Statements of Griffin. Griffin continues
to operate the real estate business owned by it prior to the Asset Transfers.

The Unaudited Pro Forma Combined Statement of Operations for fiscal 1996 was
prepared to reflect (i) the use of proceeds from the sale of CMS Gilbreth, (ii)
the exchange of the shares of preferred stock of Eli Witt in satisfaction of the
subordinated note issued by Culbro to a third party, (iii) the assumption of
certain liabilities by General Cigar as part of the Asset Transfers (the
"Liability Assumption") and the elimination of certain nonrecurring expenses and
(iv) the effect of the Distribution on Griffin's capital structure, as if these
transactions had occured at the beginning of fiscal 1996. The Unaudited Pro
Forma Consolidated Statement of Operations for the thirteen weeks ended March 1,
1997 was prepared to give effect to the Liability Assumption by General Cigar as
if it had been completed at the beginning of the period and the elimination of
pension expense which will not be incurred in the future. The Unaudited Pro
Forma Consolidated Balance Sheet at March 1, 1997 was prepared to reflect the
effect of the Distribution on Griffin's capital structure as if the Distribution
had occurred on March 1, 1997. The column designated Griffin Historical reflects
the results of operations and the assets and liabilities, as appropriate, of
Griffin and Imperial Nurseries on an historical combined basis.

In the opinion of management, all adjustments necessary to fairly present
this pro forma information have been made. The Unaudited Pro Forma Combined
Financial Statements are based upon, and should be read in conjunction with, the
Combined Financial Statements of Griffin and Notes thereto included elsewhere in
this document. The pro forma information does not purport to be indicative of
the results that would have been reported had such events actually occurred on
the dates specified, nor is it indicative of Griffin's future results.

16
<PAGE>
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR FISCAL 1996

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS FOR
--------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
LIABILITY
ASSUMPTION
EXCHANGE OF ELI AND NON-
GRIFFIN SALE OF CMS WITT PREFERRED RECURRING GRIFFIN
HISTORICAL GILBRETH STOCK EXPENSES DISTRIBUTION PRO FORMA
----------- ------------- --------------- ----------- ----------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net sales and other
revenue.................... $ 46,531 $ 46,531
Costs and expenses:
Cost of goods sold.......... 34,210 34,210
Selling, general and
administrative expenses.... 12,666 (124)(5) 12,542
Other nonrecurring
expense.................... 900 (900 (6)
----------- ------------- ------- ----------- ----------- ----------
Operating loss.............. (1,245 ) 1,024 (221)
Income from equity
investment................. 303 303
Other nonoperating income,
net........................ 1,917 (1,917 (3)
Interest expense............ 7,805 (2,859 (1) (2,167 (4) (2,271 (7) 508
----------- ------------- ------- ----------- ----------- ----------
Loss before income tax
benefit.................... (6,830 ) 2,859 250 3,295 (426)
Income tax benefit.......... (2,767 ) 1,115 (2) 98 (2) 1,285 (2) (269)
----------- ------------- ------- ----------- ----------- ----------
Loss from continuing
operations................. $ (4,063 ) $ 1,744 $ 152 $ 2,010 $ (157)
----------- ------------- ------- ----------- ----------- ----------
----------- ------------- ------- ----------- ----------- ----------
Loss per common share from
continuing operations...... $ (0.03)
----------
----------
Weighted average common
shares and equivalents
outstanding................ 4,664 (8) 4,664
----------- ----------
----------- ----------
</TABLE>

See Notes to Unaudited Pro Forma Financial Statements.

17
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THIRTEEN WEEKS ENDED MARCH 1, 1997

<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS
FOR
------------------------
<S> <C> <C> <C> <C>
LIABILITY
ASSUMPTION
AND NON-
GRIFFIN RECURRING GRIFFIN
HISTORICAL EXPENSES DISTRIBUTION PRO FORMA
----------- ----------- ----------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net sales and other revenue................................ $ 2,725 $ 2,725
Costs and expenses:
Cost of goods sold......................................... 1,943 1,943
Selling, general and administrative expenses............... 3,208 (33)(5) 3,175
----------- ----------- ----------- ----------
Operating loss............................................. (2,426 ) (33 ) (2,393)
Loss from equity investment................................ (22 ) (22)
Interest expense........................................... 799 (730 (7) 69
----------- ----------- ----------- ----------
Loss before income tax benefit............................. (3,247 ) 763 (2,484)
Income tax benefit......................................... (1,234 ) 298 (2) (936)
----------- ----------- ----------- ----------
Loss from continuing operations............................ $ (2,013 ) $ 465 $ (1,548)
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
Loss per common share from continuing operations........... $ (0.32)
----------
----------
Weighted average common shares and equivalents
outstanding............................................... 4,803 (8) 4,803
----------- ----------
----------- ----------
</TABLE>

See Notes to Unaudited Pro Forma Financial Statements.

18
<PAGE>

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 1, 1997

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
GRIFFIIN FOR GRIFFIN PRO
HISTORICAL DISTRIBUTION FORMA
---------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents............................................... $ 6,498 $ 6,498
Accounts receivable, net................................................ 1,730 1,730
Inventories............................................................. 30,109 30,109
Deferred income taxes................................................... 2,783 2,783
Other current assets.................................................... 801 801
---------- ----------- -----------
Total current assets.................................................... 41,921 41,921
Property and equipment, net............................................. 12,671 12,671
Real estate held for sale or lease, net................................. 27,154 27,154
Investment in Centaur Communications, Ltd............................... 14,673 14,673
Other assets, including investment in real estate joint venture......... 3,454 3,454
---------- ----------- -----------
Total assets............................................................ $ 99,873 $ 99,873
---------- ----------- -----------
---------- ----------- -----------
LIABILITIES AND CULBRO INVESTMENT/STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities................................ $ 3,448 $ 3,448
Long-term debt due within one year...................................... 242 242
---------- ----------- -----------
Total current liabilities............................................... 3,690 3,690
Long-term debt.......................................................... 2,896 2,896
Other noncurrent liabilities............................................ 2,995 2,995
---------- ----------- -----------
Total liabiities........................................................ 9,581 9,581
---------- ----------- -----------
Culbro Investment....................................................... 90,292 (90,292)(8)
Class B common stock.................................................... 45 (8) 45
Additional paid in capital.............................................. 90,247 (8) 90,247
---------- ----------- -----------
Total Culbro Investment/stockholders' equity............................ 90,292 90,292
---------- ----------- -----------
Total liabilities and Culbro Investment/stockholders' equity............ $ 99,873 $ 99,873
---------- ----------- -----------
---------- ----------- -----------
</TABLE>

See Notes to Unaudited Pro Forma Financial Statements.

19
<PAGE>

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

(1) Reflects reduction of interest expense as a result of using the proceeds
from the sale of CMS Gilbreth Packaging Systems, Inc. to reduce debt. The
net proceeds of approximately $35 million from the sale, which was completed
on November 8, 1996, reduced debt under Culbro's Senior Notes and Credit
Agreement, which had interest rates of 9.9% and 7.0%, respectively.

(2) Reflects Federal income tax (35%) and state income tax (4%), which is net of
Federal tax benefits.

(3) Reflects the elimination of $2.167 million of income from accrued dividends
and accretion on shares of preferred stock of Eli Witt as a result of the
exchange of such preferred stock in satisfaction of a subordinated note
issued by Culbro to a third party, and elimination of other nonoperating
expense of $0.25 million which Griffin incurred in connection with its
investment in Eli Witt.

(4) Reflects the elimination of interest expense on a subordinated note issued
by Culbro to a third party that was satisfied by the exchange of such note
for shares of preferred stock issued by Eli Witt.

(5) Reflects the elimination of pension expense, reflecting management's
decision to discontinue Griffin's participation in the Culbro Corporation
pension plan.

(6) Reflects elimination of the other nonrecurring expense of $0.9 million in
1996. This item represents Griffin's allocated portion of Culbro's
nonrecurring expense for the cost of terminating a long-term compensation
plan and severance for certain employees in contemplation of the
Distribution.

(7) Reflects the reduction of interest expense from the assumption by General
Cigar of the Culbro general corporate debt that was included on Griffin's
historical financial statements.

(8) Reflects the Distribution of Griffin's Class B Common Stock to shareholders
of Culbro in a one-for-one ratio. The Class B Common Stock has a par value
of $0.01 per share.

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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF THE HISTORICAL FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF GRIFFIN SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND THE RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS INFORMATION
STATEMENT (F-1 TO F-33). THE FOLLOWING DISCUSSION OF THE PRO FORMA FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF GRIFFIN SHOULD BE READ IN CONJUNCTION
WITH THE UNAUDITED PRO FORMA FINANCIAL DATA AND THE RELATED NOTES THERETO
INCLUDED ELSEWHERE IN THIS INFORMATION STATEMENT.

OVERVIEW

Griffin is a wholly owned subsidiary of Culbro. Prior to March 18, 1997,
Griffin was known as Culbro Land Resources, Inc. Griffin principally owns and
operates landscape nursery and Connecticut-and Massachusetts-based real estate
operations, and other non-tobacco related assets and investments, all of which
were held by Griffin or transfered to Griffin in the Asset Transfers effected
under the terms of the Distribution Agreement.

The historical financial statements of Griffin reflect the combined results
of the operations of all of these businesses and assets. Griffin's results in
each of the periods presented also include allocations to Griffin of Culbro
corporate overhead of $0.4 million in the thirteen weeks ended March 1, 1997
(the "1997 first quarter") and $0.4 million in the thirteen weeks ended March 2,
1996 (the "1996 first quarter") and $2.4 million, $2.1 million and $1.8 million
in fiscal 1994, fiscal 1995 and fiscal 1996, respectively. Additionally, $0.9
million of Culbro nonrecurring expense was allocated to Griffin in fiscal 1996.
These allocations, which may not necessarily reflect the additional expenses
Griffin would have incurred as a separate stand-alone entity, are deemed
reasonable by Griffin management. The combined financial statements include
interest expense on debt specifically incurred by Griffin, and interest expense
on Culbro general corporate debt. The Culbro debt is included in Griffin's
historical combined financial statements for the fiscal years ended 1994, 1995
and 1996. Pursuant to the Distribution Agreement entered into on February 27,
1997, between Culbro, Griffin and General Cigar, the Culbro general corporate
debt included in Griffin's historical financial statements was assumed by
General Cigar. This debt is excluded from Griffin's debt structure as of March
1, 1997, however, due to the fact that General Cigar did not assume the debt
until the end of the 1997 first quarter, the interest expense incurred on the
Culbro general corporate debt is included in Griffin's historical consolidated
statement of operations for the thirteen weeks ended March 1, 1997. This
interest expense will not be part of Griffin's results of operations on a
prospective basis. Therefore, Griffin's results of operations should be read in
conjunction with the unaudited combined pro forma results of operations in Note
4 of the Combined Financial Statements and the Unaudited Pro Forma Combined
Financial Statements included elsewhere in this Information Statement.

PRO FORMA 1996 COMPARED TO ACTUAL FISCAL 1996

The following summary financial information and discussion relate to
Griffin's 1996 results of operations on a pro forma basis. The pro forma
operating data is presented as if the Liability Assumption, the exchange of the
preferred stock of Eli Witt for the related subordinated note previously issued
by Culbro and the use of proceeds from the disposition of CMS Gilbreth had all
occurred at the beginning of fiscal 1996. The pro forma balance sheet reflects
the Liability Assumption as if it had occurred at the balance sheet date. The
effect of the sale of CMS Gilbreth and the exchange of the preferred stock are
reflected (eliminated) in Griffin's 1996 Combined Balance Sheet.

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<PAGE>
1996 SUMMARIZED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
1996 1996
HISTORICAL PRO FORMA
---------- -----------
<S> <C> <C>
Net sales................................................................................. $ 46,531 $ 46,531
---------- -----------
Operating loss............................................................................ (1,245) (221)
Other nonoperating income items........................................................... 2,220 303
Interest expense.......................................................................... 7,805 508
---------- -----------
Loss before income tax benefit............................................................ (6,830) (426)
Income tax benefit........................................................................ (2,767) (269)
---------- -----------
Loss from continuing operations........................................................... $ (4,063) $ (157)
---------- -----------
---------- -----------
Current assets............................................................................ $ 44,068 $ 42,491
---------- -----------
Total assets.............................................................................. $ 101,775 $ 100,198
---------- -----------
---------- -----------
Current liabilities....................................................................... $ 7,370 $ 5,836
---------- -----------
Long-term debt............................................................................ 38,846 2,846
---------- -----------
Culbro Investment/stockholders' equity.................................................... 47,449 87,854
---------- -----------
Total liabilities and Culbro Investment/stockholders' equity.............................. $ 101,775 $ 100,198
---------- -----------
---------- -----------
</TABLE>

Net sales remain unchanged because CMS Gilbreth was reported as a
discontinued operation in the historical financial statements. The lower
operating loss reflects the elimination of Griffin's allocated share of a
nonrecurring corporate expense incurred by Culbro. The lower nonoperating income
reflects the elimination of the accrued dividend income on the Eli Witt
preferred stock that was exchanged for Culbro's subordinated note payable (which
was assumed by Griffin as part of the Asset Transfers). The retirement of the
subordinated note resulted in a reduction of interest expense equal to the
amount of the dividend income. The disposition of the investment in Eli Witt
also resulted in the elimination of approximately $0.3 million of Eli Witt
related expenses.

The reduction in debt from the proceeds from the sale of CMS Gilbreth and
the exchange of the preferred stock of Eli Witt is reflected in the historical
balance sheet. The lower debt balance and the increase in capital (Culbro
Investment) in the pro forma balance sheet reflect the assumption by General
Cigar of the allocated Culbro debt, certain of Griffin's employee retirement
obligations and other liabilities.

ACTUAL RESULTS OF OPERATIONS

The discussion set forth below relates to the financial condition and
results of operations of Griffin as of and for the thirteen weeks ended March 1,
1997 and March 2, 1996, fiscal 1996, fiscal 1995 and fiscal 1994.

THIRTEEN WEEKS ENDED MARCH 1, 1997 COMPARED TO THIRTEEN WEEKS ENDED MARCH 2,
1996

Net sales and other revenue decreased $0.6 million, to $2.7 million in the
1997 first quarter from $3.3 million in the 1996 first quarter. The decrease
reflected lower sales in the landscape nursery and real estate segments. In the
landscape nursery segment, net sales and other revenue decreased $0.2 million,
to $2.0 million in the 1997 first quarter from $2.2 million in the 1996 first
quarter. The decrease in the 1997 first quarter reflected lower sales of
hardgoods, including snow and ice removal products, due principally to the
milder weather and lower snowfall in the 1997 first quarter, which contrasted
sharply with the more severe weather in the 1996 first quarter. Due to the
seasonal nature of the business, first quarter sales of landscape nursery
products are typically less than 5% of annual sales. Net sales and other revenue
in the

22
<PAGE>

real estate segment decreased $0.4 million to $0.7 million in the 1997 first
quarter as compared to $1.1 million in the 1996 first quarter. The higher net
sales and other revenue in the 1996 first quarter included rental revenue from a
commercial property and income related to a real estate joint venture, both of
which were disposed of in the 1996 fourth quarter (see below). Additionally,
revenue from property management decreased, due principally to lower revenue
from services provided to tenants.

The operating loss in the landscape nursery segment increased $0.3 million
to $1.8 million in the 1997 first quarter from $1.5 million in the 1996 first
quarter. The increased loss reflects higher expenses, due principally to timing,
and the effect of the lower sales. The landscape nursery segment incurs an
operating loss in the first quarter because of the seasonality of its sales. The
real estate segment incurred an operating loss of $0.2 million in the 1997
quarter compared to an operating loss of $0.1 million in the 1996 quarter, due
principally to the lower net sales and other revenue.

Interest expense decreased $1.1 million to $0.8 million in the 1997 first
quarter from $1.9 million in the 1996 first quarter. The lower interest expense
reflects the lower debt level in the 1997 first quarter as a result of several
transactions that took place in the fourth quarter last year. These included the
reduction of debt through proceeds received from the sale of CMS Gilbreth and
the sale of Griffin's interest in a real estate joint venture, the exchange of
preferred stock in Eli Witt and the satisfaction of a nonrecourse mortgage on a
commercial property through the transfer of the property to the mortgage holder.

Other nonoperating income, net, in the 1996 first quarter reflected accrued
dividends and accretion income on the Eli Witt preferred stock, partially offset
by other expenses related to the investment in Eli Witt. As a result of the
exchange of Eli Witt preferred stock, there were no such items in the 1997 first
quarter.

Net loss in the 1996 first quarter included the results of CMS Gilbreth.
Since this company was sold, in the 1996 fourth quarter, its results are not
included in the 1997 first quarter.

FISCAL 1996 COMPARED TO FISCAL 1995

Net sales and other revenue increased 11.4% or $4.7 million, to $46.5
million in fiscal 1996 compared to $41.8 million in fiscal 1995. The increase in
net sales and other revenue was due to higher net sales and other revenue in
both the landscape nursery and real estate segments. In the landscape nursery
segment, net sales increased 6.2% or $2.1 million to $37.0 million in fiscal
1996 from $34.9 million in fiscal 1995. This increase reflected increased sales
at the wholesale landscape nursery sales and service centers. Net sales and
other revenue in the real estate business increased $2.6 million to $9.5 million
in fiscal 1996 from $6.9 million in fiscal 1995. The increase reflected the sale
of Griffin's 30% interest in a joint venture that owns commercial properties in
Griffin Center and Griffin Center South. The joint venture sale generated net
proceeds of $4.0 million and a pretax loss of $0.4 million. Excluding this
transaction, net sales and other revenue decreased by $1.8 million, due to lower
residential lot sales and lower sales of undeveloped commercial land.

Griffin incurred an operating loss of $1.2 million in fiscal 1996 compared
to an operating profit of $0.8 million in fiscal 1995. In the landscape nursery
segment, operating profit was $1.6 million in fiscal 1996 compared to $1.7
million in fiscal 1995, reflecting higher operating expenses, which offset the
effect of the higher sales. An increase in gross margins to 29.7% in fiscal 1996
from 29.1% in fiscal 1995 was due to the effect of a $1.0 million charge in 1995
to reserve for excess field-grown plant inventories offset by product mix and
competitive pricing pressures in fiscal 1996. Operating expenses in the
landscape nursery business increased to 25.7% of net sales in fiscal 1996 from
25.1% of net sales in fiscal 1995. The increase reflected higher selling
expenses, and the operating expenses of a new sales and service center. In the
real estate segment, Griffin incurred an operating loss of $0.3 million in
fiscal 1996 compared to an operating profit of $1.2 million in fiscal 1995. The
lower results reflected the loss of $0.4 million on the joint venture sale and
the effect of the lower residential and commercial land sales.

23
<PAGE>
General corporate expense, net, increased to $2.6 million in fiscal 1996
from $2.2 million in fiscal 1995. The increase in fiscal 1996 reflects Griffin's
allocated share of a Culbro nonrecurring corporate compensation expense item.

Results from Griffin's equity investment in Centaur increased to $0.3
million of equity income in fiscal 1996 from an equity loss of $0.2 million in
fiscal 1995. The increase reflected improved business conditions for Centaur's
publishing business in the United Kingdom. Other nonoperating income of $1.9
million in fiscal 1996 and $0.9 million in fiscal 1995 included principally
accretion and accrued dividend income on the preferred stock of Eli Witt of $2.2
million and $2.3 million in fiscal 1996 and fiscal 1995, respectively. In fiscal
1995 the income was partially offset by expenses incurred in connection with
Griffin's support for the refinancing of Eli Witt. The accretion and accrued
dividend income on the preferred stock equaled the interest expense recorded in
those years on a related exchangeable subordinated note payable. In the 1996
fourth quarter shares of preferred stock were exchanged in satisfaction of a
subordinated note issued by Culbro and all accrued interest thereon.

Interest expense decreased to $7.8 million in fiscal 1996 from $8.2 million
in fiscal 1995 due to lower debt levels, reflecting the proceeds from the sale
of CMS Gilbreth which was used to repay debt.

The results of the discontinued CMS Gilbreth operation in fiscal 1996
reflected a loss of $0.5 million, net of tax, compared to income of $3.7
million, net of tax, in fiscal 1995. The 1996 results included a net loss on the
sale of CMS Gilbreth of $1.3 million partially offset by income from this
business of $0.8 million prior to the sale.

FISCAL 1995 COMPARED TO FISCAL 1994

Net sales and other revenue decreased 2.9% or $1.2 million, to $41.8 million
in fiscal 1995 from $43.0 million in fiscal 1994. The decrease was due to lower
net sales and other revenue in both the nursery products and real estate
business segments. In the landscape nursery segment, net sales decreased 1.2% or
$0.4 million to $34.9 million in fiscal 1995 from $35.3 million in fiscal 1994.
The decrease reflected slightly lower sales at the wholesale sales and service
centers. Net sales and other revenue in the real estate segment decreased $0.8
million to $6.9 million in fiscal 1995 from $7.7 million in fiscal 1994. The
decrease was due to lower residential lot sales in fiscal 1995 partially offset
by increased commercial land sales.

Operating profit in fiscal 1995 was $0.8 million compared to an operating
loss of $4.9 million in fiscal 1994. In the landscape nursery segment, operating
profit was $1.7 million in fiscal 1995 compared to an operating loss of $0.6
million in fiscal 1994. The increased operating profit reflected the effect of
higher margins, which increased to 29.1% in fiscal 1995 from 25.0% in fiscal
1994, and lower operating expenses, which decreased to 25.1% of net sales from
27.7% in fiscal 1994. The higher gross margins reflected improved pricing and
lower costs, partially offset by a $1.0 million charge to reserve for excess
field-grown plant inventories. The decrease in operating expenses reflected
lower selling expenses and improved cost containment measures at the wholesale
sales and service centers. In the real estate segment, operating profit was $1.2
million in fiscal 1995 as compared to an operating loss of $2.2 million in
fiscal 1994. The increase principally reflected the effect of a $3.6 million
charge recorded in 1994 to write off the costs of certain projects that were not
developed as originally planned. Excluding that item, operating results were
substantially unchanged in fiscal 1995 as compared to fiscal 1994. The effect of
lower sales of residential lots in fiscal 1995 was substantially offset by lower
general and administrative expenses, principally reflecting headcount reduction.

General corporate expense, net, which principally reflects general and
administrative expenses allocated to Griffin from Culbro, increased to $2.2
million in fiscal 1995 from $2.0 million in fiscal 1994.

The loss on equity investments was $0.2 million in fiscal 1995 as compared
to a $1.7 million equity loss in fiscal 1994. The change reflected the inclusion
in fiscal 1994 of results of Eli Witt prior to the deconsolidation of that
subsidiary (see Note 12 to the Combined Financial Statements). The investment in

24
<PAGE>
Centaur had an equity loss of $0.2 million in fiscal 1995 compared to equity
income of $0.4 million in fiscal 1994. The lower results from Centaur were
attributed to a downturn in the British economy.

Other nonoperating income, net, decreased to $0.9 million in fiscal 1995
from $1.4 million in fiscal 1994. The decrease reflected expenses in fiscal 1995
related to Griffin's support for the refinancing of Eli Witt, partially offset
by a full year of accretion and accrued dividend income on the Eli Witt
preferred stock in fiscal 1995 versus a partial year of such income in fiscal
1994. The accretion income and accrued dividends equaled the interest expense on
the exchangeable subordinated note payable.

Interest expense increased to $8.2 million in fiscal 1995 from $8.0 million
in fiscal 1994. The increase was due principally to a full year of interest
expense on the exchangeable subordinated note payable in fiscal 1995 versus a
partial year of interest expense on the subordinated note in fiscal 1994.

Income from the discontinued operation was $3.7 million, net of tax, in
fiscal 1995 compared to $3.3 million, net of tax, in fiscal 1994. The increase
reflected improved margins, due to sales mix, partially offset by higher
operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

Net cash flows used in operating activities of continuing operations were
$5.0 million in the 1997 first quarter compared to $0.5 million in the 1996
first quarter. The increased use of cash reflected principally a greater
increase in inventories, a greater reduction of accounts payable and accrued
liabilities, and a decrease in deferred income taxes as compared to an increase
in the 1996 first quarter. The lower net cash used in investing activities in
the 1997 first quarter reflected the effect of the cash used in the discontinued
operation in the 1996 first quarter partially offset by higher capital
expenditures in the landscape nursery business segment in the 1997 first
quarter. Net cash provided by financing activities in the 1997 first quarter
reflected an increase in Culbro's general corporate debt that was included in
Griffin's financial statements through the date that debt was assumed by General
Cigar (see below).

Net cash flows used in operating activities of continuing operations were
$2.2 million in fiscal 1996 compared to $3.9 million used in operating
activities in 1995. The lower use of cash reflected principally the benefit from
proceeds from sale of a real estate joint venture, partially offset by
reductions in liabilities, including $3.5 million of deferred taxes relating to
continuing operations, and reductions in accounts payable and accrued
liabilities. The net cash flows used in operating activities of continuing
operations in 1995 of $3.9 million compared to $11.6 million used in operating
activities in fiscal 1994 reflected the lower loss from continuing operations in
fiscal 1995 compared to fiscal 1994 which also included a noncash gain on sale
of Eli Witt stock.

Cash used in operating activities in each of the fiscal years 1994 through
1996 includes pretax interest expense of $8.0 million, $8.2 million and $7.8
million, respectively, principally on allocated Culbro debt which was used to
fund Griffin's operations including both continuing and discontinued operations.
Effective February 27, 1997, pursuant to the Distribution Agreement, the Culbro
debt allocated to Griffin in the historical Combined Financial Statements was
assumed by General Cigar and is not an obligation of Griffin.

Net cash flow provided by investing activities in 1996 included principally
the proceeds from the sale of CMS Gilbreth. The investing activities of 1995 and
1994 include transactions primarily relating to the investment in Eli Witt. In
February 1997, Eli Witt sold all of its assets in a court supervised bankruptcy
sale. Griffin has no investment related to Eli Witt in its 1996 Combined Balance
Sheet and does not expect to receive any proceeds from the sale. See Notes 12
and 14 to the Combined Financial Statements for fiscal 1994, fiscal 1995 and
fiscal 1996 contained elsewhere in this Information Statement.

Net cash relating to financing activities in each of the fiscal years 1994
through 1996 includes net payments of debt, principally the debt that was
allocated by Culbro to Griffin. As a result of the

25
<PAGE>

assumption by General Cigar on February 27, 1997, such debt will not be part of
Griffin's debt structure prospectively. Financing activities also included net
transactions with Culbro, including operating cash flow transferred to Culbro in
fiscal 1996 and cash flow transferred to Griffin by Culbro in fiscal 1995 and
fiscal 1994 to paydown the allocated debt and fund Griffin's operations.

Through the date of the Distribution Agreement, February 27, 1997, the cash
management and treasury activities of Griffin were integrated with those of
Culbro. Griffin's cash receipts were transferred daily into Culbro's cash
account and Griffin's cash disbursement accounts were reimbursed by Culbro on a
daily basis.

Griffin did not maintain its own separate credit facilities. Culbro
maintained credit facilities which it utilized to finance transactions relating
to Griffin. Borrowings under the Culbro credit facilities are reflected in
Griffin's Financial Statements through the date that this debt was assumed by
General Cigar, which was February 27, 1997. Subsequent to that date, Griffin's
cash flows are segregated from Culbro's other subsidiaries. Griffin maintained
an intercompany account with Culbro in which its net cash flow and other
intercompany transactions with Culbro were recorded. See Note 6 in the Financial
Statements for fiscal 1994, fiscal 1995 and fiscal 1996 and Note 4 in the
Financial Statements for the 1997 first quarter and the 1996 first quarter. The
intercompany account with Culbro and Griffin's retained earnings and capital
accounts are included in the Financial Statements as Culbro Investment.

Griffin intends to negotiate a line of credit to fund future real estate
projects and for general working capital purposes. Management believes that the
cash flow from operations, cash on hand and, if needed, borrowings under an
anticipated credit facility will be sufficient to fund its future operations in
the near-term. Over the long-term, selective asset sales and additional credit
facilities may be required to fund capital projects.

26
<PAGE>
BUSINESS

Griffin and its subsidiaries comprise principally a landscape nursery and
real estate business. At the end of its 1996 fiscal year Griffin engaged in two
principal lines of business: (1) landscape nursery products, comprised of
growing container and field-grown landscape nursery products for sale
principally to landscape nursery mass merchandisers, and owning and operating
wholesale sales and service centers; and (2) real estate, comprised of owning,
building and managing commercial and industrial properties and developing
residential subdivisions on real estate owned by Griffin in Connecticut and
Massachusetts.

LANDSCAPE NURSERY BUSINESS

The landscape nursery operations of Griffin are operated by its wholly-owned
subsidiary, Imperial Nurseries, Inc. ("Imperial"). Imperial is a grower,
distributor and broker of wholesale landscape nursery stock. The landscape
nursery industry is extremely fragmented, with the industry leader having less
than 1% of total market share. Imperial believes that its volume places it among
the ten largest landscape nursery companies in the country.

Imperial's growing operations are located on property owned partly by
Griffin and partly by Imperial, in Connecticut (1,000 in-ground acres and 400
acres for containers) and in northern Florida (350 acres for containers). The
largest portion of Imperial's container-grown product consists of broad leaf
evergreens, including azaleas and rhododendron. Container-grown product is held
principally from one to five years prior to its sale by Griffin. Its
field-grown, as opposed to container-grown, product includes principally
evergreen pines, hemlocks, spruce and arborvitae. Imperial also contracts with a
grower in the Mid-Atlantic states to grow field-grown product for Imperial. The
agreement provides for Imperial to purchase such product over a five year
period. This program is part of a program intended to reduce Imperial's
investment in field-grown plants and to shorten its product growing cycles to
increase the profitability of the field-grown business. Imperial is also
reviewing other approaches to increasing its return on assets. Among the
possible approaches are holding some of its containerized production for a
longer period and selling such plants in terra cotta or similar containers for
immediate use by customers and adding a broader selection of perennial flowers
directed at increasing both margin and selling price.

The combined field-grown and container operations serve a market comprised
principally of landscapers, retail chain store garden departments, retail
nurseries and garden centers, and wholesale nurseries and distributors.
Imperial-grown products are also distributed through its own wholesale
horticultural sales and service centers. Imperial's major markets service the
Northeast, Mid-Atlantic, Southeast and Mid-West. Nursery sales are seasonal,
peaking in spring, and are affected by commercial and residential building
activity as well as weather conditions. The largest portion of Imperial's assets
are represented by plant inventories.

Imperial operates eight wholesale horticultural sales and service centers
which sell a wide range of plant material, including a large portion purchased
from growers other than Imperial, and horticultural tools and products to the
trade. The centers owned by Imperial are located in Windsor, Connecticut; Aston,
Pennsylvania; Columbus and Cincinnati, Ohio; White Marsh, Maryland; and
Manassas, Virginia. In addition, Imperial leases centers in Pittsburgh,
Pennsylvania and Monroeville, Pennsylvania.

In 1996, Imperial continued to diversify its customer base in order to
reduce its dependence on a few large customers. Currently Imperial's sales are
made to a large variety of customers, none of whom represents more than 3% of
sales.

Containerized growing and shipping capacity has been increased to meet the
potential volume and quality needs of Imperial's customers and to capitalize on
any growth in the Mid-Atlantic and Mid-West markets.

27
<PAGE>
REAL ESTATE BUSINESS

Griffin is directly engaged in the real estate development business on
portions of its land in Connecticut, with headquarters in Bloomfield,
Connecticut. Griffin develops portions of its properties for commercial,
residential and industrial use.

During the last several years, the real estate market in the Hartford area,
particularly that in the northwest quadrant, where the majority of Griffin's
acreage is located, has been depressed by a number of factors, including the
decline of employment in the defense and insurance industries. The development
of Griffin's land was also affected by land planning issues, particularly in the
town of Simsbury. In Simsbury, the value of Griffin's land is affected by the
presence of chlordane on a portion of the land which is intended for residential
development. Griffin is examining means of remediation on its lands and will
seek to subdivide certain of its Simsbury properties over a reasonable period.

Griffin's most substantial development is Griffin Center in Windsor,
Connecticut and Griffin Center South in Bloomfield, Connecticut. Together these
master planned developments comprise approximately 600 acres, half of which have
been developed with nearly 1,750,000 square feet of office and industrial space.
Griffin Center currently includes nine corporate office buildings built by
Griffin. During the 1980's, Griffin sold 70% interests in five of the buildings
to a bank-managed real estate investment fund. In 1996, these buildings were
sold in a transaction initiated by the successor of that partner. Griffin
recorded a pre-tax loss as a result of this transaction. In the 1980's, Griffin
also sold 70% interests in two other office buildings to an insurance company.
Griffin currently maintains a 30% interest in those two office buildings in the
Griffin Center Office Complex which aggregate 160,000 square feet. One other
office building which had been leased to the State of Connecticut was
transferred to the lender to the building in a deed in lieu of foreclosure in
1996.

Griffin Center South, a 130-acre tract, comprises fifteen buildings of
industrial and research/development space. Nine of these buildings have been
retained by Griffin for rental and are 78% rented. The other buildings have been
built on land sold by Griffin to commercial users who own and occupy the space.
Griffin has a master plan state traffic certificate which allows for the
development of an additional 300,000 square feet of space.

Griffin owns a 600-acre tract of land near Bradley International Airport and
Interstate 91 known as the New England Tradeport. To date, 140,000 square feet
of warehouse and light manufacturing space have been developed and are 95%
occupied and a bottling and distribution plant for Pepsi-Cola has been built. A
state traffic control certificate for the future development of 1.3 million
square feet has been obtained for the New England Tradeport. Griffin intends to
direct its primary efforts at the construction and leasing of light industrial
and warehouse facilities at the New England Tradeport. Development at the New
England Tradeport will require investment in offsite infrastructure on behalf of
Windsor, Connecticut and improvement of some state or town roads.

Two additional Griffin parcels available for development include 28 acres in
the Day Hill Technology Center in Windsor, and 100 acres in the South Windsor
Technology Center. State traffic certificates have been obtained for these
parcels for 500,000 square feet and 200,000 square feet of development,
respectively.

In 1988, a subsidiary of Griffin began infrastructure work at Walden Woods,
a 153-acre site in Windsor, Connecticut which was planned to contain more than
365 residential units. Prior to 1992 Griffin had built and sold 45 homes before
discontinuing its home building operations at Walden Woods. Since then two
third-party home builders have completed an additional 64 homes.

Griffin is seeking to develop a joint venture to process bulky waste and
build a transfer station and recycling operation on a portion of its land in
East Granby, Connecticut. In addition, approximately 500 acres are leased for
tobacco growing to General Cigar at rentals approximating carrying cost. The
lease for

28
<PAGE>
these properties, which extends for 10 years, may be terminated, as to 100
acres, annually on one year's prior notice. Griffin also leases office space to
General Cigar.

EQUITY INVESTMENTS

ELI WITT

Griffin owns 50.1% of Eli Witt, a wholesale distributor of tobacco, sundries
and general merchandise. Griffin deconsolidated Eli Witt as of April 25, 1994
and subsequently has accounted for its investment in Eli Witt under the equity
method. In November 1996 Eli Witt filed for protection under Chapter 11 of the
Federal Bankruptcy Law. In connection with such filing Eli Witt sold all of its
operating assets to another wholesale distributor in March 1997. Shareholders of
Eli Witt are not expected to receive any proceeds from the sale. See "--Legal
Matters."

CENTAUR

Griffin owns approximately 25% of the stock of Centaur, a privately-held
publisher of business magazines in the United Kingdom. After a period of time
when results were adversely affected by a number of factors including adverse
business conditions in the United Kingdom, this business is now profitable. Two
members of Griffin's Board of Directors are on the Board of Directors of
Centaur. Griffin's investment in Centaur is carried at approximately $14.0
million.

FINANCIAL INFORMATION REGARDING INDUSTRY SEGMENTS

See Note 5 to the Combined Financial Statements of Griffin included
elsewhere herein for certain financial information regarding the landscape
nursery business and the real estate business.

PROPERTIES

COMMERCIAL REAL ESTATE

<TABLE>
<CAPTION>
LAND AREA
LOCATION OF PROPERTY (ACRES)
- - - - ---------------------------------------------------------------------------------- -----------
<S> <C>
CONNECTICUT
Bloomfield, CT.................................................................... 220
East Granby, CT................................................................... 920
Simsbury, CT...................................................................... 860
South Windsor, CT................................................................. 103
Suffield, CT...................................................................... 350
Windsor, CT....................................................................... 1,220

MASSACHUSETTS
Southwick, MA..................................................................... 425

FLORIDA
Hillsborough County, Florida...................................................... 9
Leon County, Florida.............................................................. 6
</TABLE>

29
<PAGE>
NURSERY REAL ESTATE

PENNSYLVANIA*
Aston, PA......................................................................... 17

VIRGINIA
Manassas, VA...................................................................... 22

OHIO
Columbus, OH...................................................................... 3
Cincinnati, OH.................................................................... 11

MARYLAND
White Marsh, MD................................................................... 20
</TABLE>

*In addition Griffin leases property in Monroeville, PA and Pittsburgh, PA.

LEGAL MATTERS

As a result of the Asset Transfers, Griffin has acquired Culbro's 50.1%
interest in Eli Witt. In November 1996, Eli Witt filed for protection under
Chapter 11 of the Federal Bankruptcy Law. Prior to February 1993, Eli Witt was a
wholly-owned subsidiary of Culbro and filed consolidated tax returns with
Culbro. Culbro, Eli Witt and other parties engaged in two complex acquisitions
and reorganizations in 1993 and 1994, pursuant to which Culbro received
significant distributions from Eli Witt to repay Culbro's debt, including
substantial amounts Culbro had previously borrowed from unaffiliated third
parties to fund Eli Witt's business. Culbro subsequently loaned $5 million to
Eli Witt. It is anticipated that these transactions (including the transfer of
funds to Culbro) will be reviewed by Eli Witt creditors and other parties in
interest in connection with the Chapter 11 case. To date, one creditor has
written to the unsecured creditors committee proposing an inquiry into this
matter. Although Griffin believes that any claim challenging the distributions
described above would be without merit, any such claim, if asserted and
successfully prosecuted, could have a material adverse effect on Griffin's
financial condition. See "RISK FACTORS--Assumed Liabilities; The Eli Witt
Company."

EMPLOYEES

Griffin employs approximately 260 persons, including 11 in its real estate
business and 249 in its landscape nursery business. At present, none of these
employees is represented by a union. Griffin believes that its relations with
its employees are satisfactory.

COMPETITION

The nursery business is competitive and Griffin competes against a number of
other companies, including local and regional nursery businesses. Some of
Griffin's competitors may be in a stronger financial position than Griffin.
Numerous real estate developers operate in the portion of Connecticut and
Massachusetts in which Griffin's holdings are concentrated. Some of such
businesses compete in each anticipated business of Griffin and may have greater
financial resources than Griffin. See "RISK FACTORS--Competition."

30
<PAGE>
REGULATION

Under various federal, state and local laws, ordinances and regulations, an
owner or operator of real estate may be required to investigate and clean up
hazardous or toxic substances or petroleum product releases at such property and
may be held liable to a govermental entity or to third parties for property
damage and for investigation and clean-up costs incurred by such parties in
connection with contamination. The cost of investigation, remediation or removal
of such substances may be substantial, and the presence of such substances, or
the failure to properly remediate such substances, may adversely affect the
owner's ability to sell or rent such property or to borrow using such property
as collateral. In connection with the ownership (direct or indirect), operation,
management and development of real properties, Griffin may be considered an
owner or operator of such properties or as having arranged for the disposal or
treatment of hazardous or toxic substances and, therefore, potentially liable
for removal or remediation costs, as well as certain other related costs,
including governmental fines and injuries to persons and property. See "RISK
FACTORS--Environmental Matters."

31
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to Griffin's
executive officers, directors and certain other key employees.

<TABLE>
<CAPTION>
NAME AGE POSITION
- - - - ------------------------------------------------ --- ------------------------------------------------
<S> <C> <C>
Edgar M. Cullman................................ 79 Chairman of the Board and Director
Frederick M. Danziger........................... 57 President, Chief Executive Officer and Director
Anthony J. Galici............................... 39 Chief Financial Officer
Richard L. Wyckoff.............................. 36 President of Imperial Nurseries, Inc.
John L. Ernst................................... 56 Director
Winston J. Churchill, Jr........................ 57 Director
</TABLE>

EDGAR M. CULLMAN has been the Chairman of the Board of Griffin since April,
1997. He has been Chairman of the Board of General Cigar since December, 1996.
From 1962 to 1996 he served as Chief Executive Officer of Culbro. Mr. Cullman
has served as a Director of Culbro since 1961 and has been Chairman of Culbro
since 1975. He also is a Director of Centaur Communications Limited,
Bloomingdale Properties, Inc. and Eli Witt. Eli Witt filed for relief from its
creditors under Chapter 11 of the Federal Bankruptcy Code in November 1996.
Edgar M. Cullman is the uncle of John L. Ernst and the father-in-law of
Frederick M. Danziger.

FREDERICK M. DANZIGER has been a Director and the President and Chief
Executive Officer of Griffin since April, 1997, and a director of Culbro since
1975. He was previously involved in the real estate operations of Griffin in the
early 1980s. Mr. Danziger has been Of Counsel to the law firm of Latham &
Watkins since 1995. From 1974 until 1995, Mr. Danziger was a Member of the law
firm of Mudge Rose Guthrie Alexander & Ferdon. Mr. Danziger also is a director
of Monro Muffler/Brake, Inc., Bloomingdale Properties, Inc., First Financial
Caribbean Corporation and Centaur Communications Limited, and is a general
partner of Ryan Instruments, L.P.

ANTHONY J. GALICI has been the Chief Financial Officer of Griffin since
April 1997. Mr. Galici has served as Vice President-Assistant Controller of
Culbro since 1995. Prior to 1995, he was Assistant Controller of Culbro.

RICHARD L. WYCKOFF has been the President of Imperial Nurseries, Inc. since
August 1991. From 1990 until August 1991 he served as Vice President-Corporate
and Business Development of Culbro. Mr. Wyckoff currently holds numerous
positions on industry associations including The American Association of
Nurserymen and Horticulture Research Institute.

JOHN L. ERNST is a Director of Griffin, General Cigar and Culbro. He has
been a Director of Griffin since April 1997, a director of General Cigar since
December 1996 and a Director of Culbro since 1983. He is the Chairman of the
Board and President of Bloomingdale Properties, Inc., an investment and real
estate company. Mr. Ernst also is a director of the First Financial Caribbean
Corporation.

WINSTON J. CHURCHILL, JR. has been a Director of Griffin since April 1997.
Mr. Churchill is also chairman of the board of Central Sprinkler Corporation and
IBAH, Inc. and a member of the board of Geotek Communications, Inc. and Tescorp,
Inc. He is a managing general partner of SCP Private Equity Partners, L.P., a
private equity fund sponsored by Safeguard Scientifics Inc., and is chairman of
Churchill Investment Partners, Inc. and CIP Capital, Inc.

EXECUTIVE COMPENSATION

From the time of its incorporation until the date hereof Griffin has been,
and following the date hereof until the consummation of the Distribution,
Griffin will be a wholly-owned subsidiary of Culbro

32
<PAGE>
whose policy decisions are made by Culbro. Neither the Chief Executive Officer
nor the Chief Financial Officer named above were employees of Griffin prior to
April 1997. Griffin had no Chief Executive Officer prior to April 1997, and no
current executive officer of Griffin received material compensation from Griffin
during the last three years.

COMPENSATION OF DIRECTORS

Directors who do not receive compensation as officers or employees of the
Company or any of its affiliates will be paid an annual retainer fee of $10,000
and a fee of $500 for each meeting of the Board of Directors or any committee
thereof they attend, plus reasonable out-of-pocket expenses. In addition, such
Directors will receive annually options exercisable for 2,000 shares of Class A
Common Stock exercisable at market prices in existence at the time of grant
pursuant to the Griffin Stock Option Plan. See "CERTAIN EMPLOYEE BENEFIT
MATTERS--the Griffin Stock Option Plan."

CERTAIN EMPLOYEE BENEFIT MATTERS

Griffin and Culbro have entered into the Benefits Agreement which provides
generally that following the date of the Asset Transfers or the Distribution, as
the case may be, persons employed by Griffin shall cease to be eligible to
participate in Culbro employee benefit plans and arrangements, and shall instead
become eligible to participate in certain employee benefit plans and
arrangements maintained or established by Griffin.

GRIFFIN 401(K) PLAN

In connection with the Distribution, Griffin will establish the Griffin Land
& Nurseries, Inc. 401(k) Savings Plan (the "Griffin 401(k) Plan"). Employees of
Griffin who participated in the Culbro Companies 401(k) Savings Plan immediately
prior to the Distribution will become participants in the Griffin 401(k) Plan
upon the Distribution Date, and as soon as practicable thereafter the account
balances of persons employed by Griffin after the Distribution will be
transferred from the Culbro Companies 401(k) Savings Plan to the Griffin 401(k)
Plan. Following the Distribution, employees of Griffin who are employed in the
United States, are at least age 21 and who have at least one year of service
will be eligible to participate in the Griffin 401(k) Plan. Subject to
applicable Internal Revenue Code limits, each participating employee will be
able to defer any portion of such participating compensation through salary
deferrals. Griffin may in its discretion "match" employee deferrals each year.
Any such matching contributions made by Griffin become fully vested after five
years of service, which includes years of service with Culbro prior to the
Distribution.

GRIFFIN STOCK OPTION PLAN

Effective as of the Distribution Date, Griffin will establish the Griffin
Land & Nurseries, Inc. 1997 Stock Option Plan (the "Griffin Stock Option Plan").
A total of approximately 845,000 shares of Class A Common Stock will be
available for issuance under the Griffin Stock Option Plan. Of such 845,000
shares, 350,000 will be available for issuance with respect to new options that
may be granted to certain officers, employees, consultants and directors of
Griffin following the Distribution. The Griffin Stock Option Plan will be
administered by the Compensation Committee of the Board of Directors of Griffin,
and each option granted under the Griffin Stock Option Plan will be evidenced by
a written stock option agreement that will set forth the material terms of the
option, including the exercise price and vesting schedule. Options granted under
the Griffin Stock Option Plan may be either incentive stock options or non-
qualified stock options. Incentive stock options issued under the Griffin Stock
Option Plan will satisfy certain Internal Revenue Code requirements applicable
thereto.

33
<PAGE>

Immediately prior to the Distribution, Griffin intends to grant options to
the following persons in the amounts set forth below with exercise prices
determined by the mean between the opening representative bid and asked prices
for the Class A Common Stock as reported by NASDAQ on the first trading day
immediately following the Distribution Date.

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
- - - - --------------------------------------------------------------------------- -----------------
<S> <C>
Frederick M. Danziger......................................................
Anthony J. Galici..........................................................
John Fletcher III..........................................................
Richard L. Wyckoff.........................................................
Martha Collier.............................................................
</TABLE>

In addition to the 350,000 shares available for issuance with respect to
post-Distribution stock option grants, approximately 495,000 additional shares
will be available for issuance upon the exercise of Culbro stock options that
are reformed as Griffin Options (as defined below) pursuant to the Benefits
Agreement, and such reformed Griffin Options shall be administered under the
Griffin Stock Option Plan pursuant to the terms governing the original Culbro
options as in effect immediately prior to the Distribution.

The Benefits Agreement provides that as of the Distribution Date, each
current holder of an option to acquire shares of Culbro common stock under any
Culbro stock option plan or agreement will receive in exchange therefor two
separately exercisable options, one option to purchase shares of Culbro common
stock (a "Culbro Option") and one option to purchase shares of Griffin Class A
Common Stock (a "Griffin Option"), each containing terms substantially
equivalent in the aggregate to those of such holder's pre-Distribution option.
With respect to each holder of a nonqualified option, the combined aggregate
exercise price of the Culbro Option and the Griffin Option shall be equal to the
aggregate exercise price of the pre-Distribution option. With respect to each
holder of an incentive stock option, the number of shares with respect to which
each Culbro Option and each Griffin Option are exercisable, and the exercise
price for each Culbro Option and each Griffin Option, will be set so as to
preserve the Exercise Ratio and the Aggregate Spread (both as defined below)
attributed to options currently outstanding, such determination to be based on
the respective trading prices of Culbro common stock and Griffin common stock
following the Distribution. The "Exercise Ratio" of the Culbro Option and the
Griffin Option, respectively, shall be set such that on a share by share basis,
the ratio of the exercise price of the Culbro Option and the Griffin Option to
the value of Culbro common stock or Griffin common stock, respectively, shall be
equal to the ratio of the pre-Distribution exercise price to the
pre-Distribution value of stock subject to the option. The "Aggregate Spread" of
an option is an amount equal to the difference between the exercise price of the
option and the price of a share of Culbro common stock immediately prior to the
Distribution multiplied by the number of shares underlying such option.

MISCELLANEOUS BENEFIT PLANS

Following the Asset Transfer Date, persons employed by Griffin who were
eligible to participate in any of the employee welfare benefit plans or
arrangements providing life, hospitalization, medical and long-term disability
insurance maintained by Culbro for its salaried and certain hourly paid
employees will continue to be eligible to participate in such plans and
arrangements for the remainder of the 1997 fiscal year, and Griffin will
participate in certain fee sharing arrangements with Culbro (or General Cigar,
following the Merger) with respect to such plans. Following the 1997 fiscal
year, Griffin intends to maintain substantially similar welfare benefit plans
and arrangements for the benefit of its eligible employees. Following the
Distribution Date, persons employed by Griffin shall cease to accrue any further
benefits under the Culbro Retirement Plan and Griffin will not assume any
liabilities or obligations with respect to the Culbro Retirement Plan. Griffin
will assume sole responsibility for any payment due to Anthony Galici under any
Culbro Annual Incentive Compensation Plan payable with respect to the 1997
fiscal year.

34
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since December 1, 1995, Frederick M. Danziger, President and Chief Executive
Officer of Griffin and a member of the Cullman & Ernst Group, the son-in-law of
Edgar M. Cullman and the husband of Lucy C. Danziger, has been Of Counsel to the
law firm of Latham & Watkins. During Culbro's 1996 fiscal year, such firm
received fees and disbursements of approximately $1.5 million from Culbro for
services rendered. See "PRINCIPAL STOCKHOLDERS."

Messrs. Cullman, Danziger and Ernst are members of the Board of Directors of
Bloomingdale Properties, Inc. of which Mr. Ernst is Chairman and President and
other members of the Cullman & Ernst Group are associated. Real estate
management and advisory services have been provided to Culbro by an affiliate of
Bloomingdale Properties, Inc. A fee of approximately $200,000 was paid by Culbro
in 1996 for management of Culbro's New York office building and for other real
estate advisory services. John Fletcher, an employee of Bloomingdale Properties,
Inc., was a director of Griffin until April 1997 and is expected to be retained
by Griffin as a consultant. The terms of his consulting arrangement have not yet
been determined.

35
<PAGE>
PRINCIPAL STOCKHOLDERS

Culbro beneficially owns all of the outstanding shares of Class B Common
Stock. No shares of Class A Common Stock will be outstanding prior to
consummation of the Distribution. Following the Distribution the holders of
Culbro Common Stock immediately preceding the Distribution will own a number of
shares of Class B Common Stock equal to the number of issued and outstanding
shares of Culbro Common Stock, constituting 100% of the outstanding Common
Stock. Each share of Class B Common Stock is convertible into one share of Class
A Common Stock under certain circumstances. For a description of the Class A
Common Stock and the Class B Common Stock, see "DESCRIPTION OF CAPITAL STOCK."

The following table sets forth certain information regarding beneficial
ownership of the Culbro Common Stock as of April 2, 1997 and by each person who
is known by Griffin to beneficially own more than 5% of the outstanding shares
of Culbro Common Stock, each director of Griffin and all directors of Griffin as
a group. There are no executive officers of Griffin who received material
compensation for services rendered to Griffin and whose ownership of any shares
of Common Stock would be required to be included in the following table. As of
May 5, 1997, on a pro forma basis after giving effect to the Distribution, the
persons listed below would have held Class B Common Stock in the amounts and
percentages set forth below. Unless otherwise indicated, the address of each
person named in the table below is c/o Culbro Corporation, 387 Park Avenue
South, New York, New York, 10016-8899.

<TABLE>
<CAPTION>
CULBRO COMMON STOCK
PRIOR TO THE
DISTRIBUTION
------------------------
SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED(1) TOTAL
- - - - ------------------------------------------------------------------------ ----------- -----------
<S> <C> <C>
Edgar M. Cullman (2).................................................... 974,874 21.5%
Edgar M. Cullman, Jr. (2)............................................... 891,658 19.6
Louise B. Cullman (2)(3)................................................ 834,347 18.4
Susan R. Cullman (2)(3)................................................. 784,529 17.3
Lucy C. Danziger (2)(3)................................................. 1,051,264 23.1
John L. Ernst (2)....................................................... 420,271 9.3
Frederick M. Danziger (2)(3)............................................ 164,120 3.6
Anthony J. Galici (4)................................................... 5,673 *
B. Bros. Realty Limited Partnership (5)................................. 233,792 5.1
Gabelli Funds, Inc. (6)................................................. 971,800 21.4
All officers and directors as a group (2 persons)(7).................... 590,064 13.0
</TABLE>

- - - - ------------------------

* less than 1%

(1) This information reflects the definition of beneficial ownership adopted by
the Securities and Exchange Commission (the "Commission"). Beneficial
ownership shown reflects sole investment and voting power, except as
reflected in footnote 2. Where more than one person shares investment and
voting power in the same shares such shares may be shown more than once.
Such shares are reflected only once, however, in the total for all directors
and officers. Excluded are shares held by charitable foundations and trusts
of which members of the Cullman and Ernst Group are officers and directors.
As of May 5, 1997, a group consisting of Messrs. Cullman, direct members of
their families and trusts for their benefit, Mr. Ernst, his sister and
direct members of their families and trusts for their benefit, a partnership
in which members of the Cullman and Ernst families hold substantial direct
and indirect interests and charitable foundations and trusts of which
members of the Cullman and Ernst families are directors or trustees, owned
an aggregate of approximately 2,237,147 shares of Culbro Common Stock
(approximately 50% of the outstanding shares of Culbro common stock). Among
others, Messrs. Cullman, Mr. Ernst and to a lesser extent Mr. Danziger (who
is a member of the Cullman &

36
<PAGE>
Ernst Group) hold investment and voting power or shared investment and
voting power over such shares. Certain of such shares are pledged as
security for loans payable under standard pledge arrangements. A form filed
with the SEC on behalf of the Cullman & Ernst Group states that there is no
formal agreement governing the group's holding and voting of such shares but
that there is an informal understanding that the persons and entities
included in the group will hold and vote together the shares owned by each
of them in each case subject to any applicable fiduciary responsibilities.
Louise B. Cullman is the wife of Edgar M. Cullman. Susan R. Cullman and Lucy
C. Danziger are the daughters of Edgar M. Cullman and Louise B. Cullman, and
Lucy C. Danziger is the wife of Frederick M. Danziger. Edgar M. Cullman Jr.
is the son of Edgar M. Cullman and Louise B. Cullman.

(2) Included within the Culbro shares shown as beneficially owned by Edgar M.
Cullman are 863,576 shares in which he holds shared investment and/or voting
power; included within the shares shown as beneficially owned by Mr. Ernst
are 411,321 shares in which he holds shared investment and/or voting power;
included within the shares shown as beneficiary owned by Mr. Danziger are
147,578 shares in which he holds shares investment and/or voting power; and
included within the shares shown as beneficially owned by Edgar M. Cullman,
Jr. are 751,490 shares in which he holds shared investment and/or voting
power. Included within the shares shown as beneficially owned by Louise B.
Cullman are 730,937 shares in which she holds shared investment and/or
voting power; included within the shares shown as beneficially owned by
Susan R. Cullman are 690,042 shares in which she holds shared investment
and/or voting power; included within the shares shown as beneficially owned
by Lucy C. Danziger are 969,422 shares in which she holds shared investment
and/or voting power. Excluded in each case are shares held by charitable
foundations and trusts in which such persons or their families or trusts for
their benefit are officers and directors. Messrs. Cullman, Ernst, Danziger
and Cullman, Jr. disclaim beneficial interest in all shares over which there
is shared investment and/or voting power and in all excluded shares.

(3) The address of each of Louise B. Cullman, Susan R. Cullman, Lucy C. Danziger
and Frederick M. Danziger is c/o 641 Lexington Avenue, New York, New York.

(4) Includes 4,400 shares subject to Culbro Options exercisable within 60 days.
Upon consummation of the Distribution such Culbro Options will be
exercisable for approximately the same number of shares of Class A Common
Stock. See "CERTAIN EMPLOYEE BENEFIT MATTERS--Griffin Stock Option Plan."

(5) The address of B. Bros. Realty Limited Partnership is 641 Lexington Avenue,
New York, New York.

(6) The address of such person is Gabelli Funds, Inc., One Corporate Center,
Rye, New York, NY 10580. A form filed with the SEC in September 1991 by
Gabelli Funds, Inc. as subsequently amended indicates that the securities
have been acquired by Gabelli Funds, Inc. and its wholly-owned subsidiaries
on behalf of their investment advisory clients. Culbro has been informed
that no individual client of Gabelli Funds, Inc. has ownership of more than
5% of Culbro's common stock.

(7) Excluding shares held by certain charitable foundations the officers and/or
directors of which include certain officers and directors of the Company.

DESCRIPTION OF CAPITAL STOCK

Griffin's authorized capital stock consists of 10,000,000 shares of Class A
Common Stock, 5,000,000 shares of Class B Common Stock and 5,000,000 shares of
preferred stock, par value $0.01 per share (the "Preferred Stock"). The
following summary description of the capital stock of Griffin is qualified in
its entirety by reference to the form of Amended and Restated Certificate of
Incorporation of Griffin (the "Amended Certificate") and By-Laws of Griffin (the
"By-Laws"), a copy of each of which is filed as an exhibit to the Registration
Statement on Form 10 of which this Information Statement forms a part.

37
<PAGE>
CLASS A COMMON STOCK AND CLASS B COMMON STOCK

The Amended Certificate provides for two classes of common stock, Class A
Common Stock and Class B Common Stock, which are substantially identical, except
for disparity in voting power.

Each share of Class A Common Stock entitles the holder of record to one vote
and each share of Class B Common Stock entitles the holder of record to ten
votes at each annual or special meeting of stockholders, in the case of any
written consent of stockholders, and for all other purposes. The holders of
Class A Common Stock and Class B Common Stock vote as a single class on all
matters submitted to a vote of the stockholders, except as otherwise provided by
law. Neither the holders of Class A Common Stock nor the holders of Class B
Common Stock have cumulative voting or preemptive rights. Griffin, as a
condition to counting the votes cast by any holder of Class B Common Stock at
any annual or special meeting of stockholders, in the case of any written
consent of stockholders, or for any other purpose, may require the furnishing of
such affidavits or other proof as it may reasonably request to establish that
the Class B Common Stock held by such holder has not been converted, by virtue
of the provisions of the Amended Certificate, into Class A Common Stock.

The holders of the Common Stock are entitled to receive dividends and other
distributions as may be declared thereon by the Griffin Board out of assets or
funds of Griffin legally available therefor, subject to the rights of the
holders of any series of Preferred Stock and any other provision of the Amended
Certificate. The Amended Certificate provides that if at any time a dividend or
other distribution in cash or other property is paid on the Class A Common Stock
or the Class B Common Stock, a like dividend or other distribution in cash or
other property also will be paid on Class B Common Stock or Class A Common
Stock, as the case may be, in an equal amount, except that voting securities
paid on the Class B Common Stock may have ten times the number of votes per
share as voting securities paid on the Class A Common Stock. In the case of any
split, subdivision, combination or reclassification of Class A Common Stock or
Class B Common Stock, the shares of Class A Common Stock or Class B Common
Stock, as the case may be, also will be split, subdivided, combined or
reclassified so that the number of shares of Class A Common Stock and Class B
Common Stock outstanding immediately following such split, subdivision,
combination or reclassification will bear the same relationship to each other as
that which existed immediately prior thereto.

In the event of any liquidation, dissolution or winding up of Griffin, the
holders of Class A Common Stock and the holders of Class B Common Stock are
entitled to receive the assets and funds of Griffin available for distribution
after payments to creditors and to the holders of any Preferred Stock of Griffin
that may at the time be outstanding, in proportion to the number of shares held
by them, respectively, without regard to class.

In the event of any corporate merger, consolidation, purchase or acquisition
of property or stock, or other reorganization in which any consideration is to
be received by the holders of Class A Common Stock or the holders of Class B
Common Stock, the holders of Class A Common Stock and the holders of Class B
Common Stock will receive the same consideration on a per share basis; except
that, if such consideration shall consist in any part of voting securities (or
of options or warrants to purchase, or of securities convertible into or
exchangeable for, voting securities), the holders of Class B Common Stock may
receive, on a per share basis, voting securities with ten times the number of
votes per share as those voting securities to be received by the holders of
Class A Common Stock (or options or warrants to purchase, or securities
convertible into or exchangeable for, voting securities with ten times the
number of votes per share as those voting securities issuable upon exercise of
the options or warrants to be received by the holders of the Class A Common
Stock, or into which the convertible or exchangeable securities to be received
by the holders of the Class A Common Stock may be converted or exchanged).

The Amended Certificate provides that no person holding record or beneficial
ownership of shares of Class B Common Stock (a "Class B Holder") may transfer,
and Griffin will not register the transfer of, such shares of Class B Common
Stock, except to a Permitted Transferee. For purposes of the foregoing,

38
<PAGE>
the transfer of shares of Class B Common Stock to holders of Culbro Common Stock
as a result of the Distribution will not be deemed to be a transfer. A transfer
to a Permitted Transferee generally means a transfer to an affiliate of the
Class B Holder, which may include transfers into estates, from trusts to their
beneficiaries and from owners into trusts. In certain circumstances set forth in
the Amended Certificate, the change in ownership or control of a record or
beneficial holder of Class B Common Stock will also result in the conversion of
such holder's Class B Common Stock into Class A Common Stock. Notwithstanding
the foregoing, any holder of Class B Common Stock may pledge shares of Class B
Common Stock as collateral for any indebtedness or other obligations without
triggering a conversion of such Class B Common Stock into Class A Common Stock.
The Amended Certificate also provides that Griffin will not register the
transfer of any shares of Class B Common Stock unless the transferee and the
transferor of such Class B Common Stock have furnished such affidavits and other
proof as Griffin reasonably may request to establish that such proposed
transferee is a Permitted Transferee. In addition, upon any purported transfer
of shares of Class B Common Stock not permitted under the Amended Certificate,
including as a result of a foreclosure upon shares of Class B Common Stock
subject to a pledge, all shares of Class B Common Stock purported to be so
transferred will be deemed to be converted into shares of Class A Common Stock,
and stock certificates formerly representing such shares of Class B Common Stock
will be deemed to represent such number of shares of Class A Common Stock as
equals the number of shares of Class A Common Stock into which such shares of
Class B Common Stock could be converted pursuant to the terms of the Amended
Certificate.

PREFERRED STOCK

The Board of Directors, without further stockholder authorization, is
authorized to issue, from time to time, Preferred Stock in one or more series,
to establish the number of shares to be included in any such series and to fix
the designations, powers, preferences and rights of the shares of each such
series and any qualifications, limitations or restrictions thereof, including
dividend rights and preferences over dividends on the Common Stock, conversion
rights, voting rights, redemption rights, the terms of any sinking fund therefor
and rights upon liquidation. The ability of the Griffin Board to issue Preferred
Stock, while providing flexibility in connection with financing, acquisitions
and other corporate purposes, could have the effect of discouraging, deferring
or preventing a change in control of Griffin or an unsolicited acquisition
proposal, since the issuance of Preferred Stock could be used to dilute the
share ownership of a person or entity seeking to obtain control of Griffin. In
addition, because the Griffin Board has the power to establish the preferences,
powers and rights of the shares of any such series of Preferred Stock, it may
afford the holders of any Preferred Stock preferences, powers and rights
(including voting rights) senior to the rights of the holders of Common Stock,
which could adversely affect the rights of holders of Common Stock.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

Section 203 ("Section 203") of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in general, that a stockholder acquiring more
than 15% of the outstanding voting stock of a corporation subject to Section 203
(an "Interested Stockholder") but less than 85% of such stock may not engage in
certain Business Combinations (as defined in Section 203) with the corporation
for a period of three years subsequent to the date on which the stockholder
became an Interested Stockholder unless (i) prior to such date the corporation's
board of directors approved either the Business Combination or the transaction
in which the stockholder became an Interested Stockholder or (ii) the Business
Combination is approved by the corporation's board of directors and authorized
by a vote of at least 66 2/3% of the outstanding voting stock of the corporation
not owned by the Interested Stockholder. The Amended Certificate contains a
provision electing not to be governed by Section 203.

39
<PAGE>
LIMITATIONS ON DIRECTORS' LIABILITY

The Amended Certificate contains a provision which eliminates the personal
liability of a director to Griffin and its stockholders for certain breaches of
his or her fiduciary duty of care as a director.

This provision does not, however, eliminate or limit the personal liability
of a director (i) for any breach of such director's duty of loyalty to Griffin
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Delaware statutory provisions making directors personally liable, under a
negligence standard, for unlawful dividends or unlawful stock repurchases or
redemptions or (iv) for any transaction from which the director derived an
improper personal benefit. This provision offers persons who serve on the Board
of Directors of Griffin protection against awards of monetary damages resulting
from breaches of their duty of care (except as indicated above), including
grossly negligent business decisions made in connection with takeover proposals
for Griffin. As a result of this provision, the ability of Griffin or a
stockholder thereof to successfully prosecute an action against a director for a
breach of his duty of care has been limited. However, the provision does not
affect the availability of equitable remedies such as an injunction or recision
based upon a director's breach of his duty of care. The SEC has taken the
position that the provision will have no effect on claims arising under the
federal securities laws.

In addition, the Amended Certificate and By-Laws provide mandatory
indemnification rights, subject to limited exceptions, to any person who was or
is party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that such person is
or was a director or officer of Griffin, or is or was serving at the request of
Griffin as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise. Such indemnification
rights include reimbursement for expenses incurred by such person in advance of
the final disposition of such proceeding in accordance with the applicable
provisions of the DGCL.

TRANSFER AGENT AND REGISTRAR

Chase Mellon Shareholder Services, LLC is the transfer agent and registrar
for the Common Stock.

POWER TO ISSUE ADDITIONAL SHARES OF COMMON STOCK AND PREFERRED STOCK

Griffin believes that the power of the Griffin Board to issue additional
authorized but unissued shares of Common Stock and Preferred Stock and to
classify or reclassify unissued shares of Griffin capital stock and thereafter
to cause Griffin to issue such classified or reclassified shares of stock will
provide Griffin with increased flexibility in structuring possible future
financings and acquisitions and in meeting other needs which may arise. The
additional classes or series, as well as the Common Stock and Preferred Stock,
will be available for issuance without further action by Griffin's stockholders,
unless such action is required by applicable law or the rules of any stock
exchange or automated quotation system on which Griffin's securities may be
listed or traded. Although the Griffin Board has no intention at the present
time of doing so, it could authorize Griffin to issue a class or series that
could, depending upon the terms of such class or series, delay, defer or prevent
a transaction or a change in control of Griffin that might involve a premium
price for holders of Common Stock or otherwise be in their best interests.

DIVIDEND POLICY

The payment and amount of cash dividends on the Common Stock after the
Distribution will be subject to the discretion of the Griffin Board. Griffin's
dividend policy will be reviewed by Griffin's Board of Directors from time to
time as may be appropriate and payment of dividends on the Common Stock will
depend upon Griffin's financial position, capital requirements and other factors
as the Griffin Board deems relevant. Subject to the foregoing, Griffin presently
does not intend to pay cash dividends in the foreseeable future.

40
<PAGE>
DESCRIPTION OF CERTAIN INDEBTEDNESS

Griffin presently does not have any material indebtedness. It is expected,
however, that Griffin will explore a variety of financing options, including the
possible establishment of a revolving credit facility, in order to fund future
real estate development opportunities. The terms and conditions of future debt
instruments of Griffin or its subsidiaries may impose restrictions on Griffin
and its subsidiaries that affect, among other things, their ability to incur
debt, pay dividends or make distributions, make acquisitions, create liens, sell
assets, and make certain investments. In addition, the terms and conditions of
such indebtedness may restrict the ability of Griffin to pay dividends except
under certain circumstances.

SHARES ELIGIBLE FOR FUTURE SALE

Immediately after consummation of the Distribution, Griffin will have
outstanding a number shares of Class A Common Stock equal to the number of
shares of Culbro Common Stock outstanding immediately prior to the Distribution,
assuming full conversion of all shares of Class B Common Stock issued in the
Distribution into shares of Class A Common Stock. See "DESCRIPTION OF CAPITAL
STOCK" for a summary of the conversion feature of the Class B Common Stock.

Immediately after consummation of the Distribution, approximately 725,000
shares of Class A Common Stock will be subject to outstanding options. Griffin
intends to file a registration statement on Form S-8 under the Securities Act to
register the sale of 845,000 shares of Class A Common Stock reserved for
issuance under the Griffin Stock Option Plan, including 495,000 shares of Class
A Common Stock issuable upon exercise of Culbro Options following the
Distribution. As a result, any shares of Class A Common Stock issued upon
exercise of such stock options will be available, subject to special rules for
affiliates, for resale in the public market.

In general, under Rule 144, as currently in effect, (i) a person (or persons
whose shares are required to be aggregated) who has beneficially owned shares of
Class A Common Stock as to which at least two years have elapsed since such
shares were sold by Griffin or by an affiliate of Griffin in a transaction or
chain of transactions not involving a public offering ("restricted securities")
or (ii) an affiliate of Griffin who holds shares of Class A Common Stock that
are not restricted securities may sell, within any three-month period, a number
of such shares that does not exceed the greater of 1% of the Class A Common
Stock then outstanding or the average weekly trading volume in the Class A
Common Stock during the four calendar weeks preceding the date on which notice
of such sale required under Rule 144 was filed. Sales under Rule 144 also are
subject to certain provisions relating to the manner and notice of sale and
availability of current public information about Griffin. Affiliates of Griffin
must comply with the requirements of Rule 144, including the two-year holding
period requirement, to sell shares of Class A Common Stock that are restricted
securities. Furthermore, if a period of at least three years has elapsed from
the date restricted securities were acquired from Griffin or an affiliate of
Griffin, a holder of such restricted securities who is not an affiliate of
Griffin at the time of the sale and has not been an affiliate of Griffin at any
time during the three months prior to such sale would be entitled to sell such
shares without regard to the volume limitation and other conditions described
above. The SEC has adopted amendments reducing the required two-year holding
period under Rule 144 to one year and reducing the required three-year holding
period under Rule 144(k) to two years. The amendments may be relied upon by
holders of restricted securities upon publication of the amendments in the
Federal Register and will allow such holders to sell restricted securities in
the open market significantly earlier than currently permitted.

All shares of Class B Common Stock and all shares of Class A Common Stock
issuable upon conversion of such shares of Class B Common Stock will be eligible
for sale in the public market immediately after consummation of the
Distribution; PROVIDED, that all of such shares held by the members of the
Cullman & Ernst Group may be resold only pursuant to, and in accordance with,
the volume, manner of sale and other conditions of Rule 144 described above.

41
<PAGE>

Prior to the Distribution, there has been no public market for the Class A
Common Stock. Although Griffin can make no prediction as to the effect, if any,
that sales of shares of Class A Common Stock by the Cullman & Ernst Group or any
other person would have on the market price prevailing from time to time, sales
of substantial amounts of Class A Common Stock (including shares issued upon the
exercise of stock options or upon conversion of shares of Class B Common Stock)
or the perception that such sales could occur, could adversely affect prevailing
market prices.

ADDITIONAL INFORMATION

Griffin has filed with the Commission a Registration Statement on Form 10
under the Exchange Act with respect to the Common Stock described herein. This
Information Statement does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. Further
information may be obtained from the Registration Statement and such exhibits
and schedules. Copies of these documents may be inspected at and obtained at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Regional Offices of the Commission at 7
World Trade Center, Suite 1300, New York, New York 10048 and at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Such reports and other documents
may be obtained from the web site that the Commission maintains at
http://www.sec.gov. Copies of such information can also be obtained by mail from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Application will be made to list the
Class A Common Stock on NASDAQ, subject to official notice of issuance, under
the symbol "GRIF."

Following the Distribution, Griffin will be required to comply with the
reporting requirements of the Exchange Act and will file annual, quarterly and
other reports with the Commission. Additionally, Griffin will be subject to the
proxy solicitation requirements of the Exchange Act and will furnish annual
reports containing audited financial statements to its stockholders in
connection with its annual meetings of stockholders.

No person is authorized to give any information or to make any
representations other than those contained in this Information Statement. Any
other information or representations given or made must not be relied upon as
having been authorized. This Information Statement does not constitute an offer
to sell or a solicitation of an offer to buy any securities. The delivery of
this Information Statement must not under any circumstances be construed as an
implication that there has been no change in the affairs of Griffin subsequent
to the date of this Information Statement.

42
<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
INTERIM FINANCIAL STATEMENTS

Consolidated Statement of Operations for the Thirteen Weeks Ended March 2, 1996 and
March 1, 1997....................................................................... F-2

Consolidated Balance Sheet as of November 30, 1996 and March 1, 1997................. F-3

Consolidated Statement of Cash Flows for the Thirteen Weeks Ended March 2, 1996 and
March 1, 1997....................................................................... F-4

Notes to Consolidated Financial Statements........................................... F-5

ANNUAL FINANCIAL STATEMENTS

Report of Independent Accountants.................................................... F-9

Combined Statement of Operations for the Fiscal Years Ended December 3, 1994,
December 2, 1995 and November 30, 1996.............................................. F-10

Combined Balance Sheet as of December 2, 1995 and November 30, 1996 and Pro Forma
Combined Balance Sheet as of November 30, 1996...................................... F-11

Combined Statement of Cash Flows for the Fiscal Years Ended December 3, 1994,
December 2, 1995 and November 30, 1996.............................................. F-12

Notes to Combined Financial Statements............................................... F-13
</TABLE>

F-1
<PAGE>

GRIFFIN LAND & NURSERIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(DOLLARS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE 13 WEEKS ENDED,
----------------------------
MARCH 2, 1996 MARCH 1, 1997
------------- -------------
<S> <C> <C>
Net sales and other revenue........................................................ $ 3,352 $ 2,725
Costs and expenses:
Cost of goods sold............................................................... 2,408 1,943
Selling, general and administrative expenses..................................... 2,568 3,208
------------- -------------
Operating loss..................................................................... (1,624) (2,426)
Loss from equity investments in Centaur............................................ (18) (22)
Other nonoperating income, net..................................................... 337 --
Interest expense................................................................... 1,902 799
------------- -------------
Loss before income tax benefit..................................................... (3,207) (3,247)
Income tax benefit................................................................. (1,240) (1,234)
------------- -------------
Loss from continuing operations.................................................... (1,967) (2,013)
Income from discontinued operation, net of taxes of $321........................... 496 --
------------- -------------
Net loss........................................................................... $ (1,471) $ (2,013)
------------- -------------
------------- -------------
</TABLE>

See Notes to Consolidated Financial Statements.

F-2
<PAGE>

GRIFFIN LAND & NURSERIES, INC.

CONSOLIDATED BALANCE SHEET

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NOVEMBER 30, 1996
----------------- MARCH 1, 1997
-------------
(UNAUDITED)
<S> <C> <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents...................................................... $ 7,371 $ 6,498
Accounts receivable, less allowance of $302 and $304........................... 3,962 1,730
Inventories.................................................................... 27,530 30,109
Deferred income taxes.......................................................... 4,047 2,783
Other current assets........................................................... 1,158 801
-------- -------------
TOTAL CURRENT ASSETS........................................................... 44,068 41,921

Property and equipment, net.................................................... 12,676 12,671
Real estate held for sale or lease, net........................................ 26,862 27,154
Investment in Centaur Communications, Ltd...................................... 14,695 14,673
Other assets, including investment in real estate joint venture of $3,403 and
$3,348....................................................................... 3,474 3,454
-------- -------------
TOTAL ASSETS................................................................... $ 101,775 $ 99,873
-------- -------------
-------- -------------
LIABILITIES AND CULBRO INVESTMENT

CURRENT LIABILITIES
Accounts payable and accrued liabilities....................................... $ 7,093 $ 3,448
Long-term debt due within one year............................................. 277 242
-------- -------------
TOTAL CURRENT LIABILITIES...................................................... 7,370 3,690

Long-term debt................................................................. 38,846 2,896
Other noncurrent liabilities................................................... 8,110 2,995
-------- -------------

TOTAL LIABILITIES.............................................................. 54,326 9,581

CULBRO INVESTMENT.............................................................. 47,449 90,292
-------- -------------

TOTAL LIABILITIES AND CULBRO INVESTMENT........................................ $ 101,775 $ 99,873
-------- -------------
-------- -------------
</TABLE>

See Notes to Consolidated Financial Statements.

F-3
<PAGE>

GRIFFIN LAND & NURSERIES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(DOLLARS IN THOUSANDS)

(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE 13 WEEKS ENDED,
----------------------------
<S> <C> <C>
MARCH 2, 1996 MARCH 2, 1997
------------- -------------
OPERATING ACTIVITIES:
Net loss........................................................................... $ (1,471) $ (2,013)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization...................................................... 575 504
Income from discontinued operation, before tax..................................... (817) --
Loss from equity investment in Centaur............................................. 18 22
Discount and interest on subordinated note......................................... 587 --
Accretion and dividend income on Series B preferred stock.......................... (587) --
Deferred income taxes.............................................................. 1,276 (313)
Changes in assets and liabilities, net of effect of Liability Assumption:
Accounts receivable.............................................................. 1,875 2,221
Inventories...................................................................... (1,778) (2,579)
Real estate held for sale or lease............................................... 112 (475)
Accounts payable and accrued liabilities......................................... (1,395) (2,111)
Other.............................................................................. 1,103 (252)
------------- -------------
Net cash used in operating activities of continuing operations..................... (502) (4,996)
Cash used in operating activities of discontinued operation........................ (317) --
------------- -------------
Net cash used in operating activities.............................................. (819) (4,996)
------------- -------------

INVESTING ACTIVITIES:
Additions to property and equipment................................................ (143) (327)
Investing activities of discontinued operation..................................... (321) --
------------- -------------
Net cash used in investing activities.............................................. (464) (327)
------------- -------------

FINANCING ACTIVITIES:
Net transactions with Culbro, excluding Liability Assumption....................... (7,558) (2,765)
Payments of debt................................................................... (81) (37)
Increase in debt................................................................... 5,000 7,252
------------- -------------
Net cash (used in) provided by financing activities................................ (2,639) 4,450
------------- -------------
Net decrease in cash and cash equivalents.......................................... (3,922) (873)
Cash and cash equivalents at beginning of period................................... 7,687 7,371
------------- -------------
Cash and cash equivalents at end of period......................................... $ 3,765 $ 6,498
------------- -------------
------------- -------------
</TABLE>

See Notes to Consolidated Financial Statements.

F-4
<PAGE>

GRIFFIN LAND & NURSERIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS)

(UNAUDITED)

1. BASIS OF PRESENTATION

The unaudited consolidated financial statements of Griffin Land & Nurseries
("Griffin"), a wholly owned subsidiary of Culbro Corporation ("Culbro") have
been prepared in conformity with the standards of accounting measurement set
forth in Accounting Principles Board Opinion No. 28 and any amendments thereto
adopted by the Financial Accounting Standards Board. Also, the financial
statements have been prepared in accordance with the accounting policies stated
in Griffin's audited 1996 Combined Financial Statements and should be read in
conjunction with the Notes to Combined Financial Statements appearing in that
report. All adjustments, comprising only normal recurring adjustments, which
are, in the opinion of management, necessary for a fair presentation of results
for the interim periods have been reflected.

The results in the 1996 quarter include CMS Gilbreth Packaging Systems, Inc.
("CMS Gilbreth") as a discontinued operation. This business was sold in the 1996
fourth quarter.

The results of operations for the thirteen week period ended March 1, 1997
are not necessarily indicative of the results to be expected for the full year.

2. CERTAIN TRANSACTIONS

Griffin, Culbro and General Cigar Holdings, Inc. ("GC Holdings"), a Culbro
subsidiary, entered into a Distribution Agreement (the "Distribution Agreement")
on February 27, 1997. The Distribution Agreement provided for (i) the
consummation of the Asset Transfers (see below), (ii) the Distribution of
Griffin's common stock to the existing shareholders of Culbro (the
"Distribution") following the initial public offering (the "Offering") of GC
Holdings Class A common stock, and (iii) following the Distribution, the merger
of Culbro, subject to certain conditions, with and into GC Holdings (the
"Merger"). The Offering was completed on February 28, 1997. The Distribution is
principally contingent upon (i) either a favorable tax ruling (which Culbro has
applied for) or an opinion of counsel satisfactory to Culbro that the
Distribution constitutes a tax free organization under Section 355 of the
Internal Revenue Code and (ii) approval of the Merger by the holders of 66 2/3%
of the outstanding Culbro common stock.

Pursuant to the Distribution Agreement, Culbro transferred to Griffin
substantially all the non-tobacco related assets of Culbro, including: (i) all
of the outstanding common stock of Imperial Nurseries, Inc., a wholly owned
subsidiary of Culbro; (ii) approximately 5,500 acres of land in Connecticut and
Florida, as well as nursery wholesale service centers; (iii) Culbro's interests
in Eli Witt and assets previously owned by Eli Witt; (iv) its 25% interest in
Centaur Communications, Ltd. ("Centaur"); and (v) all licenses, permits,
accounts receivable, prepaid expenses, reserves and other assets (other than
cash) related to the real estate and nursery businesses. The Distribution
Agreement also provided for the assumption by Griffin of all of the liabilities
related to the businesses and assets transferred to Griffin from Culbro.
Pursuant to the Distribution Agreement, Griffin was given $7 million in cash.
All of the transferred assets and related liabilities are included in the
accompanying consolidated financial statements at Culbro's historical cost.

The Distribution Agreement also provided that, on February 27, 1997, GC
Holdings assumed all of Culbro general corporate debt and certain other
liabilities, principally retirement obligations, which are included in Griffin's
historical financial statements (the "Liability Assumption"). See Note 3 for the
pro forma effect of the Liability Assumption on Griffin's results of operations.

F-5
<PAGE>

GRIFFIN LAND & NURSERIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

(UNAUDITED)

2. CERTAIN TRANSACTIONS (CONTINUED)

As a result of the transactions described above, Culbro is a holding
company, substantially all of the assets of which are the stock of Griffin and
GC Holdings. Pursuant to the terms of the Distribution Agreement, Griffin and GC
Holdings will operate independently of each other.

The Distribution Agreement also provides that Culbro undertake a pro rata
distribution of Griffin Class B common stock to the shareholders of Culbro. Each
share of Class B common stock entitles its holder to ten votes. Subsequent sales
(as defined) of Class B common stock result in conversion of Class B common
stock into Class A common stock, which entitles its holder to one vote.

3. CONSOLIDATED CONDENSED PRO FORMA FINANCIAL INFORMATION

The following consolidated condensed unaudited pro forma statement of
operations of Griffin gives effect to the Liability Assumption by GC Holdings as
if it had been completed at the beginning of the respective periods and the
elimination of pension expense because it will not be incurred in the future.
The unaudited pro forma statement of operations for the 1996 first quarter also
gives effect to the use of the proceeds from the sale of CMS Gilbreth and the
exchange of Series B preferred stock of Eli Witt in satisfaction of Griffin's
obligations to a third party on the related subordinated note payable
(transactions which were completed in the 1996 fourth quarter) as if they had
been completed at the beginning of the 1996 first quarter. The Liability
Assumption is already reflected in Griffin's March 1, 1997 balance sheet. The
consolidated condensed unaudited pro forma statement of operations presented
herein may not necessarily reflect the results of operations had these
transactions actually taken place on the assumed dates.

CONSOLIDATED CONDENSED PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
FOR THE 13 WEEKS ENDED,
----------------------------
<S> <C> <C>
MARCH 2, 1996 MARCH 1, 1997
------------- -------------
Net sales.......................................................................... $ 3,352 $ 2,725
------------- -------------
Operating loss..................................................................... (1,593) (2,393)
Loss from equity investment........................................................ (18) (22)
Interest expense................................................................... 153 69
------------- -------------
Loss before income tax benefit..................................................... (1,764) (2,484)
Income tax benefit................................................................. (677) (936)
------------- -------------
Loss from continuing operations.................................................... $ (1,087) $ (1,548)
------------- -------------
------------- -------------
</TABLE>

4. RELATED PARTY TRANSACTIONS

CULBRO INVESTMENT

Griffin maintained an intercompany account with Culbro in which intercompany
transactions, including cash transfers and the liability for benefit and
insurance costs and allocated general and administrative expenses described
below, were recorded. The balance in the intercompany account at the end of each
period presented has been included in Culbro Investment in the consolidated
balance sheet. The Culbro

F-6
<PAGE>

GRIFFIN LAND & NURSERIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

(UNAUDITED)

4. RELATED PARTY TRANSACTIONS (CONTINUED)

Investment account also includes the cumulative net earnings of Griffin and its
capital stock. The changes in the Culbro Investment account are summarized as
follows:

<TABLE>
<CAPTION>
FOR THE 13 WEEKS ENDED
----------------------------
MARCH 2, 1996 MARCH 1, 1997
------------- -------------
<S> <C> <C>
Balance beginning of period........................................................ $ 61,299 $ 47,449
Net loss........................................................................... (1,471) (2,013)
------------- -------------
59,828 45,436
------------- -------------
Transactions with Culbro:
Liability Assumption............................................................. -- 47,621
Net operating cash flow transferred to Culbro.................................... (7,026) (1,957)
Allocated Culbro general and administrative expenses............................. 387 426
Intercompany income tax benefits................................................. (919) (1,234)
------------- -------------
Total transactions with Culbro, net................................................ (7,558) 44,856
------------- -------------
Balance end of period.............................................................. $ 52,270 $ 90,292
------------- -------------
------------- -------------
</TABLE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

A portion of Culbro management time and resources were related to Griffin's
operations, and Culbro also performed certain specific administrative functions
for Griffin, including legal, tax, treasury, human resources and internal audit.
The consolidated statement of operations reflects general and administrative
expenses of $0.4 million in each of the thirteen-week periods ended March 2,
1996 and March 1, 1997, allocated by Culbro to Griffin for these services. These
charges were based principally on Griffin's proportionate share of expenses
relating to the Culbro corporate activities associated with Griffin's operations
and are considered by management to be reasonable. These amounts may not
necessarily be indicative of the actual general and administrative expenses
Griffin would have incurred had it operated independently during the periods
presented.

5. LONG-TERM DEBT

Long-term debt includes:

<TABLE>
<CAPTION>
NOVEMBER 30, 1996 MARCH 1, 1997
----------------- -------------
<S> <C> <C>
Credit Agreement........................................... $ 36,000 $ --
Mortgages.................................................. 2,644 2,626
Capital leases............................................. 479 512
------- ------
Total...................................................... 39,123 3,138
Less: due within one year.................................. 277 242
------- ------
Total long-term debt....................................... $ 38,846 $ 2,896
------- ------
------- ------
</TABLE>

F-7
<PAGE>

GRIFFIN LAND & NURSERIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

(UNAUDITED)

5. LONG-TERM DEBT (CONTINUED)

On February 27, 1997, pursuant to the Distribution Agreement, Culbro's
general corporate debt that had been included in Griffin's financial statements
was assumed by GC Holdings, and therefore will not be part of Griffin's debt
structure prospectively.

6. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

INVENTORIES

Inventories consists of:

<TABLE>
<CAPTION>
NOVEMBER 30, 1996 MARCH 1, 1997
----------------- -------------
<S> <C> <C>
Raw materials and supplies................................. $ 742 $ 1,126
Work-in-process............................................ 15,112 16,662
Finished goods............................................. 11,676 12,321
------- -------------
$ 27,530 $ 30,109
------- -------------
------- -------------
</TABLE>

PROPERTY AND EQUIPMENT

Property and equipment consist of:

<TABLE>
<CAPTION>
ESTIMATED USEFUL LIVES NOVEMBER 30, 1996 MARCH 1, 1997
---------------------- ----------------- -------------
<S> <C> <C> <C>
Land............................... $ 5,982 $ 5,998
Buildings and improvements......... 10 to 40 years 3,807 3,807
Machinery and equipment............ 3 to 20 years 12,337 12,438
------- -------------
22,126 22,243
Accumulated depreciation........... (9,450) (9,572)
------- -------------
$ 12,676 $ 12,671
------- -------------
------- -------------
</TABLE>

F-8
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholder
of Griffin Land & Nurseries, Inc.

In our opinion, the accompanying combined balance sheet and the related combined
statements of operations and of cash flows present fairly, in all material
respects, the combined financial position of Griffin Land & Nurseries, Inc. (a
wholly-owned subsidiary of Culbro Corporation) at December 2, 1995 and November
30, 1996 and the results of their combined operations and their combined cash
flows for each of the fiscal years ended December 3, 1994, December 2, 1995 and
November 30, 1996 in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP
New York, New York
April 7, 1997

F-9
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

COMBINED STATEMENT OF OPERATIONS

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE FISCAL YEARS ENDED,
--------------------------------
DEC. 3, DEC. 2, NOV. 30,
1994 1995 1996
---------- --------- ---------
<S> <C> <C> <C>
Net sales and other revenue..................................................... $ 43,024 $ 41,756 $ 46,531
Costs and expenses:
Cost of goods sold............................................................ 30,034 28,389 34,210
Selling, general and administrative expenses.................................. 14,257 12,557 12,666
Other nonrecurring expense.................................................... 3,600 -- 900
---------- --------- ---------
Operating (loss) profit......................................................... (4,867) 810 (1,245)
Gain on sale of Eli Witt stock.................................................. 2,691 -- --
(Loss) income from equity investments, net...................................... (1,728) (153) 303
Other nonoperating income, net.................................................. 1,446 923 1,917
Interest expense................................................................ 7,978 8,193 7,805
---------- --------- ---------
Loss before income tax benefit.................................................. (10,436) (6,613) (6,830)
Income tax benefit.............................................................. (3,279) (2,348) (2,767)
---------- --------- ---------
Loss from continuing operations................................................. (7,157) (4,265) (4,063)
---------- --------- ---------
Discontinued operation:
Loss on sale of discontinued operation, net of tax benefit and reversal of
deferred taxes of $4,182.................................................... -- -- (1,311)
Income from discontinued operation, net of taxes (1994--$2,273; 1995--$2,580;
1996--$527)................................................................. 3,324 3,685 768
---------- --------- ---------
Net income (loss) from discontinued operation................................... 3,324 3,685 (543)
---------- --------- ---------
Net loss........................................................................ $ (3,833) $ (580) $ (4,606)
---------- --------- ---------
---------- --------- ---------
</TABLE>

See Notes to Combined Financial Statements.

F-10
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

COMBINED BALANCE SHEET

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DEC. 2, NOV. 30,
1995 1996
---------- ---------- PRO FORMA FOR
LIABILITY
ASSUMPTION (A)
NOV. 30, 1996
---------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS

CURRENTS ASSETS
Cash and cash equivalents................................................ $ 7,687 $ 7,371 $ 7,371
Accounts receivable, less allowance of $338 and $302..................... 3,961 3,962 3,962
Inventories.............................................................. 25,931 27,530 27,530
Deferred income taxes.................................................... -- 4,047 2,470
Other current assets..................................................... 1,572 1,158 1,158
---------- ---------- ---------------
TOTAL CURRENT ASSETS..................................................... 39,151 44,068 42,491

Property and equipment, net.............................................. 12,619 12,676 12,676
Real estate held for sale or lease, net.................................. 31,907 26,862 26,862
Investment in preferred stock of Eli Witt................................ 15,122 -- --
Investment in Centaur Communications, Ltd................................ 14,392 14,695 14,695
Other assets, including investments in real estate joint ventures of
$7,964 and $3,403...................................................... 10,356 3,474 3,474
Net assets of discontinued operation..................................... 42,108 -- --
---------- ---------- ---------------
TOTAL ASSETS............................................................. $ 165,655 $ 101,775 $ 100,198
---------- ---------- ---------------
---------- ---------- ---------------
LIABILITIES AND CULBRO INVESTMENT

CURRENT LIABILITIES
Accounts payable and accrued liabilities................................. $ 8,114 $ 7,093 $ 5,559
Long-term debt due within one year....................................... 7,968 277 277
---------- ---------- ---------------
TOTAL CURRENT LIABILITIES................................................ 16,082 7,370 5,836

Long-term debt........................................................... 72,737 38,846 2,846
Deferred income taxes.................................................... 3,692 -- --
Other noncurrent liabilities and deferred credit......................... 11,845 8,110 3,662
---------- ---------- ---------------

TOTAL LIABILITIES........................................................ 104,356 54,326 12,344

COMMITMENTS AND CONTINGENCIES (SEE NOTE 14) -- -- --

CULBRO INVESTMENT........................................................ 61,299 47,449 87,854
---------- ---------- ---------------

TOTAL LIABILITIES AND CULBRO INVESTMENT.................................. $ 165,655 $ 101,775 $ 100,198
---------- ---------- ---------------
---------- ---------- ---------------
</TABLE>

- - - - ------------------------

(a) Reflects the reduction of certain liabilities that were transferred to and
assumed by General Cigar Holdings, Inc. pursuant to a Distribution
Agreement. The liabilities include principally the Culbro debt of $36
million, certain accrued retirement obligations and other items.

See Notes to Combined Financial Statements.

F-11
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

COMBINED STATEMENT OF CASH FLOWS

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE FISCAL YEARS ENDED,
---------------------------------
DEC. 3, DEC. 2, NOV. 30,
1994 1995 1996
---------- --------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss........................................................................ $ (3,833) $ (580) $ (4,606)
Adjustments to reconcile net loss to cash provided by (used in) operating
activities:
Depreciation and amortization................................................... 2,142 2,416 2,405
Loss (income) from discontinued operation, before tax........................... (5,597) (6,265) 4,198
Gain on sale of Eli Witt common stock........................................... (2,691) -- --
Loss (income) from equity investments........................................... 1,728 153 (303)
Discount and interest on subordinated note...................................... 1,446 2,349 2,167
Accretion and dividend income on preferred stock of Eli Witt.................... (1,446) (2,349) (2,167)
Proceeds from sale of investment in real estate joint venture................... -- -- 4,042
Deferred income taxes........................................................... (2,995) 1,533 (7,739)
Changes in assets and liabilities which increased (decreased) cash:
Accounts receivable........................................................... (991) (177) (303)
Inventories................................................................... (554) (1,159) (1,599)
Real estate held for sale or lease............................................ 3,248 611 506
Accounts payable and accrued liabilities...................................... (4,714) 499 (1,474)
Other, net...................................................................... 2,612 (902) 2,648
---------- --------- ----------
Net cash used in operating activities of continuing operations.................. (11,645) (3,871) (2,225)
Cash provided by operating activities of discontinued operation................. 10,235 9,435 3,547
---------- --------- ----------
Net cash (used in) provided by operating activities............................. (1,410) 5,564 1,322
---------- --------- ----------
INVESTING ACTIVITIES:
Proceeds from sale of discontinued operation.................................... -- -- 35,030
Additions to property and equipment............................................. (625) (847) (1,378)
Investment in Eli Witt subordinated note........................................ -- (5,000) --
Proceeds from Eli Witt repayment of a mortgage loan to the Company.............. 8,000 -- --
Proceeds from the sale of Eli Witt common stock................................. 672 -- --
Investing activities of discontinued operation.................................. (2,317) (1,450) (947)
---------- --------- ----------
Net cash provided by (used in) investing activities............................. 5,730 (7,297) 32,705
---------- --------- ----------
FINANCING ACTIVITIES:
Net transactions with Culbro.................................................... 15,854 17,453 (9,244)
Payments of debt................................................................ (27,928) (14,829) (25,099)
Increase in debt................................................................ 11,669 -- --
---------- --------- ----------
Net cash (used in) provided by financing activities............................. (405) 2,624 (34,343)
---------- --------- ----------
Net increase (decrease) in cash and cash equivalents............................ 3,915 891 (316)
Cash and cash equivalents at beginning of year.................................. 2,881 6,796 7,687
---------- --------- ----------
Cash and cash equivalents at end of year........................................ $ 6,796 $ 7,687 $ 7,371
---------- --------- ----------
---------- --------- ----------
</TABLE>

See Notes to Combined Financial Statements.

F-12
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

1. CERTAIN TRANSACTIONS

The accompanying combined financial statements include the accounts of
Griffin Land & Nurseries, Inc. ("Griffin") and reflect its financial position,
results of operations and cash flows after elimination of intercompany accounts
and transactions. Prior to March 18, 1997, Griffin was known as Culbro Land
Resources, Inc. Griffin is a wholly owned subsidiary of Culbro Corporation
("Culbro").

Griffin, Culbro and General Cigar Holdings, Inc. ("GC Holdings"), a Culbro
subsidiary, entered into a Distribution Agreement (the "Distribution Agreement")
on February 27, 1997. The Distribution Agreement provided for (i) the
consummation of the Asset Transfers (see below), (ii) the distribution of
Griffin's common stock to the existing shareholders of Culbro (the
"Distribution") following the initial public offering (the "Offering") of GC
Holdings Class A common stock, and (iii) following the Distribution, the merger
of Culbro, subject to certain conditions, with and into GC Holdings (the
"Merger"). The Offering was completed on February 28, 1997. The Distribution is
contingent principally upon (i) either a tax ruling (which has been applied for
by Culbro) or an opinion of counsel satisfactory to Culbro that the Distribution
constitutes a tax free organization under Section 355 of the Internal Revenue
Code and (ii) approval of the Merger by the holders of 66 2/3% of the
outstanding Culbro common stock.

Pursuant to the Distribution Agreement, Culbro transferred to Griffin
substantially all the non-tobacco related assets of Culbro, including: (i) all
of the outstanding common stock of Imperial Nurseries, Inc., a wholly owned
subsidiary of Culbro; (ii) approximately 5,500 acres of land in Connecticut and
Florida, as well as nursery wholesale service centers; (iii) Culbro's interests
in Eli Witt and assets previously owned by The Eli Witt Company ("Eli Witt")
(see Note 12); (iv) its 25% interest in Centaur Communications, Ltd.
("Centaur"); and (v) all licenses, permits, accounts receivable, prepaid
expenses, reserves and other current assets (other than cash) related to the
real estate and landscape nursery businesses. The Distribution Agreement also
provided for the assumption by Griffin of all of the liabilities related to the
businesses and assets transferred to Griffin from Culbro. Pursuant to the
Distribution Agreement, $7.0 million in cash was transferred to Griffin and is
reflected on the historical balance sheets. Griffin continues to operate the
real estate business owned prior to the Asset Transfers (see below). All of the
transferred assets and related liabilities are included in the accompanying
combined financial statements at Culbro's historical cost.

The Distribution Agreement also provided for the transfer to and assumption
by GC Holdings of all of Culbro's general corporate debt and certain other
liabilities, principally retirement obligations, which are included in Griffin's
historical financial statements. See Note 4 for the pro forma effect of these
liability transfers on Griffin's financial position and results of operations.

As a result of the transfers described above ( the "Asset Transfers"),
Culbro is a holding company, substantially all of the assets of which are the
stock of Griffin and GC Holdings. Pursuant to the terms of the Distribution
Agreement, Griffin and GC Holdings will operate independently of each other.

Prior to March 18, 1997, Culbro held all 100 issued and outstanding shares
of common stock, par value $0.01 per share, of Griffin (the "Original Shares").
On March 18, 1997, pursuant to the Amended and Restated Certificate of
Incorporation of Griffin each Original Share was exchanged for one share of
Class B Common Stock, par value $0.01 per share, of Griffin (the "Class B Common
Stock"). Prior to the Distribution, Griffin will effect a stock split such that
the number of issued and outstanding shares of Class B Common Stock will equal
the number of then-outstanding shares of common stock, par value $1,

F-13
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

1. CERTAIN TRANSACTIONS (CONTINUED)
of Culbro. The Distribution Agreement provides for the pro rata distribution by
Culbro to the shareholders of Culbro of the Class B Common Stock. Each share of
Class B Common Stock entitles its holder to ten votes. Subsequent sales (as
defined) of Class B Common Stock result in conversion of Class B Common Stock
into Class A common stock, which entitles its holder to one vote.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying combined financial statements of Griffin include the
accounts of Griffin's real estate operations, Imperial Nurseries, Inc.
("Imperial Nurseries") and CMS Gilbreth Packaging Systems, Inc. ("CMS
Gilbreth"), which was sold in 1996 (see Note 3) and is reported as a
discontinued operation in these statements. The combined financial statements
have been presented as if Griffin had operated as an independent stand-alone
entity for all periods presented. Such financial statements may not necessarily
present the financial position, results of operations and cash flows Griffin
would have reported had it actually operated as a stand-alone entity. See Note 4
for combined condensed unaudited pro forma financial information. All
intercompany transactions have been eliminated.

Griffin accounts for its investments in Centaur, Eli Witt and real estate
joint ventures under the equity method. Prior to April 1994, Eli Witt was a
consolidated subsidiary of Griffin. Results of real estate joint ventures are
included in operating profit.

BUSINESS SEGMENTS

Griffin is engaged in the landscape nursery and real estate businesses.
Imperial Nurseries, the landscape nursery segment, is engaged in growing plants
which are sold principally to garden centers, wholesalers and merchandisers, and
operating sales and service centers which sell principally to landscapers.
Griffin's real estate segment builds and manages commercial and industrial
properties and develops residential subdivisions on real estate in Connecticut
and Massachusetts that was previously owned by Culbro and transferred to Griffin
in accordance with the Distribution Agreement.

FISCAL YEAR

Griffin's fiscal year ends on the Saturday nearest November 30. Fiscal years
1994, 1995 and 1996 ended December 3, 1994, December 2, 1995 and November 30,
1996, respectively. Fiscal 1994 included 53 weeks, and fiscal 1995 and fiscal
1996 each contained 52 weeks.

INVENTORIES

Griffin's inventories are stated at the lower of cost or market using the
average cost method. Raw materials and work in process are landscape nursery
stock, a substantial amount of which will not be used or sold within one year.
It is industry practice to include such inventories in current assets.

F-14
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT

Property and equipment are carried at cost. Depreciation is determined on a
straight-line basis over the estimated useful asset lives for financial
reporting purposes and principally on accelerated methods for tax purposes.

REVENUE AND GAIN RECOGNITION

In the landscape nursery business, sales and the related cost of sales are
recognized upon shipment of products. Sales returns are not material. In the
real estate business, gains on real estate sales are recognized in accordance
with SFAS No. 66, "Accounting for Sales of Real Estate."

FAIR VALUE OF FINANCIAL INSTRUMENTS

The amounts included in the financial statements for accounts receivable,
accounts payable and accrued liabilities reflect their fair values because of
the short-term maturity of these instruments. The fair values of Griffin's other
financial instruments are discussed in Note 8.

EARNINGS PER SHARE

Griffin is a wholly owned subsidiary of Culbro and its historical capital
structure does not permit a meaningful presentation of earnings per share.
Accordingly, earnings per share are not presented herein.

RECENTLY ISSUED ACCOUNTING STANDARDS

In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." This Statement requires that long-lived
assets and certain intangibles held and used by a business entity be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Prior to the issuance of
this Statement, Griffin periodically reviewed its long-lived assets, considering
future performance of those assets and the need for adjustments to their
carrying values. Griffin has adopted this Statement and performs such reviews in
accordance with the methods prescribed by SFAS No. 121.

In October 1995, the FASB issued Statement No. 123, "Accounting for
Stock-Based Compensation." This Statement establishes a fair value method of
accounting for, or disclosing, stock-based compensation plans. Griffin intends
to adopt the disclosure provisions of this statement which require disclosing
the pro forma effect on net income and earnings per share of the fair value
method of accounting for stock-based compensation. The adoption of the
disclosure provisions will not affect combined financial condition, results of
operations, or cash flows.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and revenue and expenses during the period reported. Actual results
could differ from those estimates.

F-15
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Estimates are used when accounting for allowance for uncollectible accounts
receivable, depreciation and amortization, employee benefit plans, taxes, and
contingencies, among others.

3. BUSINESS DISPOSITION

On November 8, 1996, Griffin completed the sale of its labeling and
packaging systems business, CMS Gilbreth. Net proceeds, after sale expenses,
were $35.0 million, and Griffin recorded a pretax loss of $5.5 million on the
sale, net of operating profit of $1.6 million earned during the phase-out
period. The sale proceeds were used to repay debt.

CMS Gilbreth is reported as a discontinued operation in the accompanying
financial statements. Net sales of CMS Gilbreth were $51.1 million and $51.0
million in 1994 and 1995, respectively, and $43.6 million in 1996 through the
date of sale.

4. COMBINED CONDENSED PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

The following combined condensed unaudited pro forma statement of operations
of Griffin gives effect to: (i) the assumption by GC Holdings of the liability
portion of the Asset Transfers, (ii) the use of proceeds from the sale of CMS
Gilbreth, (iii) the exchange of preferred stock of Eli Witt in satisfaction of
Griffin's obligations to a third party under an exchangeable subordinated note
and (iv) the elimination of certain expenses, primarily pension and the
allocated portion of Culbro's nonrecurring expense for the cost of terminating a
long-term compensation plan and severance for certain employees in contemplation
of the Distribution, that will not be incurred in the future as a result of the
Distribution. The combined condensed unaudited pro forma statement of operations
assumes that these transactions took place at the beginning of fiscal 1996. The
combined condensed unaudited pro forma balance sheet reflects the assumption by
GC Holdings of the liability portion of the Asset Transfers and its effect on
related deferred taxes as if they occurred at the balance sheet date. The effect
of the sale of CMS Gilbreth and the exchange of preferred stock of Eli Witt are
reflected (eliminated) in Griffin's historical 1996 combined balance sheet. The
combined condensed unaudited pro forma financial information presented herein
may not necessarily reflect the results of operations and financial position had
these transactions actually taken place on the assumed dates.

COMBINED CONDENSED PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
1996
---------
<S> <C>
Net sales.......................................................................... $ 46,531
---------
Operating loss..................................................................... (221)
Income from equity investment...................................................... 303
Interest expense................................................................... 508
---------
Loss before income tax benefit..................................................... (426)
Income tax benefit................................................................. (269)
---------
Loss from continuing operations.................................................... $ (157)
---------
---------
</TABLE>

F-16
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

4. COMBINED CONDENSED PRO FORMA FINANCIAL INFORMATION (UNAUDITED) (CONTINUED)
COMBINED CONDENSED PRO FORMA BALANCE SHEET (UNAUDITED)

<TABLE>
<CAPTION>
NOV. 30,
1996
----------
<S> <C>
Current assets.................................................................... $ 42,491
Property and equipment, net....................................................... 12,676
Real estate held for sale or lease, net........................................... 26,862
All other assets.................................................................. 18,169
----------
Total assets...................................................................... $ 100,198
----------
----------
Current liabilities............................................................... $ 5,836
Long-term debt.................................................................... 2,846
Other noncurrent liabilities...................................................... 3,662
----------
Total liabilities................................................................. 12,344
Culbro Investment................................................................. 87,854
----------
Total liabilities and Culbro Investment........................................... $ 100,198
----------
----------
</TABLE>

F-17
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

5. INDUSTRY SEGMENT INFORMATION

Griffin's businesses operate in two industry segments: landscape nursery and
real estate (see Note 2). Griffin has no operations outside of the United
States, and export sales are not material. Capital expenditures and depreciation
and amortization presented herein include amounts related to capital leases.

<TABLE>
<CAPTION>
1994 1995 1996
---------- ---------- ----------
<S> <C> <C> <C>
NET SALES AND OTHER REVENUE
Landscape nursery.................................................. $ 35,315 $ 34,894 $ 37,045
Real estate........................................................ 7,709 6,862 9,486
---------- ---------- ----------
$ 43,024 $ 41,756 $ 46,531
---------- ---------- ----------
---------- ---------- ----------
OPERATING PROFIT (LOSS)
Landscape Nursery.................................................. $ (604) $ 1,732 $ 1,650
Real estate (a).................................................... (2,241) 1,228 (300)
---------- ---------- ----------
Industry segment totals............................................ (2,845) 2,960 1,350
General corporate expense, net (b)................................. 2,022 2,150 2,595
(Loss) income from equity investments, net......................... (1,728) (153) 303
Other nonoperating income, net..................................... 1,446 923 1,917
Gain on sale of Eli Witt common stock.............................. 2,691 -- --
Interest expense................................................... 7,978 8,193 7,805
---------- ---------- ----------
Loss before income tax benefit..................................... $ (10,436) $ (6,613) $ (6,830)
---------- ---------- ----------
---------- ---------- ----------
IDENTIFIABLE ASSETS
Landscape nursery.................................................. 40,636 42,881 43,948
Real estate........................................................ 42,455 41,228 31,664
---------- ---------- ----------
Industry segment totals............................................ 83,091 84,109 75,612
General corporate.................................................. 40,502 39,438 26,163
Net assets of discontinued operation............................... 43,828 42,108 --
---------- ---------- ----------
$ 167,421 $ 165,655 $ 101,775
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

- - - - ------------------------

(a) Real estate segment operating loss in 1994 includes a $3.6 million charge
for the write off of development costs expended in earlier years.

(b) General corporate expense in 1996 includes an allocation to Griffin by
Culbro of $0.9 million for the termination of a compensation plan, severance
and other expenses in contemplation of the Distribution (see Note 1).

F-18
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

5. INDUSTRY SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
DEPRECIATION AND AMORTIZATION
CAPITAL EXPENDITURES
------------------------------- -------------------------------
1994 1995 1996 1994 1995 1996
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Landscape nursery...................... $ 594 $ 789 $ 1,258 $ 912 $ 1,132 $ 1,116
Real estate............................ 31 58 120 912 917 889
--------- --------- --------- --------- --------- ---------
Industry segment totals................ 625 847 1,378 1,824 2,049 2,005
General corporate...................... -- -- -- 318 367 400
--------- --------- --------- --------- --------- ---------
$ 625 $ 847 $ 1,378 $ 2,142 $ 2,416 $ 2,405
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
</TABLE>

6. RELATED PARTY TRANSACTIONS

CULBRO INVESTMENT

The Company maintained an intercompany account with Culbro in which
intercompany transactions, including cash transfers and the liability for
benefit and insurance costs and allocated general and administrative expenses
described below, were recorded. The balance in the intercompany account at the
end of each period presented has been included in Culbro Investment in the
combined balance sheet. The Culbro Investment account also includes the
cumulative results of Griffin and its capital stock. The changes in the Culbro
Investment account are summarized as follows:

<TABLE>
<CAPTION>
FOR THE FISCAL YEARS ENDED,
-------------------------------
DEC. 3, DEC. 2, NOV. 30,
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Balance beginning of year.............................................. $ 32,406 $ 44,426 $ 61,299
Net loss............................................................... (3,833) (580) (4,606)
--------- --------- ---------
28,573 43,846 56,693
--------- --------- ---------
Transactions with Culbro:
Net operating cash flow transferred from (to) Culbro................. 14,420 15,141 (5,498)
Allocated Culbro general and administrative expenses................. 2,439 2,080 1,776
Allocated Culbro other nonrecurring expense.......................... -- -- 900
Intercompany income taxes (benefits)................................. (1,006) 232 (6,422)
--------- --------- ---------
Total transactions with Culbro, net.................................... 15,853 17,453 (9,244)
--------- --------- ---------
Balance end of year.................................................... $ 44,426 $ 61,299 $ 47,449
--------- --------- ---------
--------- --------- ---------
Average intercompany balance due to Culbro............................. $ 3,961 $ 20,614 $ 24,718
--------- --------- ---------
--------- --------- ---------
</TABLE>

TREASURY

Through February 27, 1997, Griffin's treasury activities were integrated
into Culbro's cash management system. Griffin's cash receipts were transferred
daily into Culbro's cash account and Griffin's cash disbursement accounts were
reimbursed by Culbro on a daily basis. The difference between cash transferred
by Griffin to Culbro and reimbursements by Culbro to Griffin's disbursement
accounts has been reflected in Culbro Investment in the combined balance sheet.

F-19
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

6. RELATED PARTY TRANSACTIONS (CONTINUED)
INTERCOMPANY ACTIVITIES

Griffin's employees participate in certain benefit programs which are
sponsored and administered by Culbro. See Note 9 for discussion of employee
benefit plan costs. Griffin's risk insurance and employee medical coverage are
provided through insurance policies and programs purchased by Culbro on behalf
of Griffin and Culbro's other subsidiaries. The cost of these items was
allocated based on the specific insurance data related to each subsidiary of
Culbro. All direct charges relating to Griffin for these services, and Griffin's
participation in these plans, have been charged to Griffin by Culbro and
included in Griffin's combined financial statements.

A portion of Culbro management time and resources were related to the
operations of Griffin, and Culbro also performed certain specific administrative
functions for Griffin, including legal, tax, treasury, human resources and
internal audit. In addition to the direct charges above for employee benefits
and risk insurance, the combined statement of operations reflects general and
administrative expenses of $2.4 million, $2.1 million and $1.8 million for
fiscal 1994, fiscal 1995 and fiscal 1996, respectively, allocated by Culbro to
Griffin for these services. These charges were based principally on Griffin's
proportionate share of expenses relating to the Culbro corporate activities
associated with Griffin's operations and are considered by management to be
reasonable. These amounts may not necessarily be indicative of the actual
general and administrative expenses Griffin would have incurred had it operated
independently during the years presented.

No interest has been charged or paid to Culbro on the net investment
account. All of the general corporate debt of Culbro is included in Griffin's
financial statements because management determined that this debt related to
Culbro's non-tobacco businesses. Accordingly, interest expense on Culbro's
general corporate debt has been included in the combined statements of
operations. See Notes 4 and 8.

LEASES

Griffin as lessor and General Cigar Co., Inc. ("General Cigar"), a wholly
owned subsidiary of GC Holdings, as lessee, have entered into a lease for
certain agricultural land in Connecticut and Massachusetts (the "Agricultural
Lease") and, prior to the Distribution, will enter into a lease for certain
commercial space in Connecticut (the "Commercial Lease"). The Agricultural Lease
is for approximately 500 acres of arable land allocated to Griffin for possible
commercial development in the long-term, but which will provide General Cigar
with a source of growing Connecticut Shade wrapper tobacco. General Cigar's use
of the land is limited to the cultivation of cigar wrapper tobacco. The
Agricultural Lease has an initial term of ten years and provides for the
extension of the lease for additional periods thereafter. In addition, at
Griffin's option the Agricultural Lease may be terminated with respect to 100
acres of such land annually upon one year's prior notice. The rent payable by
General Cigar under the Agricultural Lease is approximately equal to the
aggregate amount of all taxes and other assessments payable by Griffin
attributable to the land leased. The Commercial Lease will be for approximately
25,000 square feet of office space in the Griffin Center South office complex in
Bloomfield, Connecticut. The Commercial Lease will have an initial term of ten
years and provides for the extension of the lease for additional annual periods
thereafter. The rent payable by General Cigar under the Commercial Lease will be
at market rates.

F-20
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

7. INTERCOMPANY INCOME TAXES

All tax liabilities were paid by Culbro and accordingly Griffin's tax
liabilities are reflected in the Culbro Investment account.

Historically, the combined results of operations of Griffin were included in
Culbro's consolidated U.S. federal income tax returns, and will be included in
such returns through the date the Distribution is consummated. The income tax
provisions and deferred tax liabilities have been calculated in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109 "Accounting for
Income Taxes" as if Griffin had filed separate tax returns. The income tax
provision (benefit) for fiscal 1994, fiscal 1995 and fiscal 1996 are summarized
as follows:

<TABLE>
<CAPTION>
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Continuing operations:
Current federal............................................. $ (2,229) $ (2,973) $ 1,788
Current state and local..................................... (18) (205) 138
Deferred, principally federal............................... (1,032) 830 (4,693)
--------- --------- ---------
Income tax benefit from continuing operations................. (3,279) (2,348) (2,767)
--------- --------- ---------
Discontinued operation:
Current federal............................................. 2,374 2,057 (553)
Current state and local..................................... 365 292 (277)
Deferred, principally federal............................... (466) 231 (2,825)
--------- --------- ---------
Income tax provision (benefit) from discontinued operation.... 2,273 2,580 (3,655)
--------- --------- ---------
Total income tax (benefit) provision.......................... $ (1,006) $ 232 $ (6,422)
--------- --------- ---------
--------- --------- ---------
</TABLE>

The reasons for the difference between the United States statutory income
tax rate and the effective rates for continuing operations are shown in the
following table:

<TABLE>
<CAPTION>
1994 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Tax benefit at statutory rates................................ $ (3,548) $ (2,315) $ (2,391)
State and local income taxes.................................. (12) (133) 90
Foreign investment............................................ (119) 54 (106)
Subsidiary loss accounted for under the equity method......... 706 -- --
Other......................................................... (306) 46 (360)
--------- --------- ---------
$ (3,279) $ (2,348) $ (2,767)
--------- --------- ---------
--------- --------- ---------
</TABLE>

F-21
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

7. INTERCOMPANY INCOME TAXES (CONTINUED)
The significant components of the net deferred tax asset (liability) are as
follows:

<TABLE>
<CAPTION>
1995 1996
--------- ---------
<S> <C> <C>
Depreciation and amortization...................................................... $ (2,835) $ (1,390)
Postretirement benefit obligations................................................. 782 604
Pension liabilities................................................................ 754 668
Deferred income attributable to deconsolidated subsidiary.......................... (1,483) --
Inventories........................................................................ 1,751 1,880
Other.............................................................................. (2,661) 2,285
--------- ---------
$ (3,692) $ 4,047
--------- ---------
--------- ---------
</TABLE>

In connection with the Distribution Agreement, Culbro and Griffin entered
into a Tax Sharing Agreement which provides, among other things, for the
allocation between Culbro and Griffin of federal, state, local and foreign tax
liabilities for all periods through the Distribution and Merger. With respect to
the consolidated tax returns filed by Culbro, the Tax Sharing Agreement provides
that Griffin will be liable for any amounts that it would have been required to
pay with respect to any deficiencies assessed, generally as if it had filed
separate tax returns.

8. LONG-TERM DEBT

Long-term debt includes:

<TABLE>
<CAPTION>
DEC 2, NOV. 30,
1995 1996
----------- -----------
<S> <C> <C>
Credit Agreement.............................................................. $ 40,000 $ 36,000
Senior Notes.................................................................. 21,000 --
Exchangeable Subordinated Note, 10% (face value $15 million).................. 12,700 --
Mortgages..................................................................... 6,525 2,644
Capital leases................................................................ 480 479
----------- -----------
Total......................................................................... 80,705 39,123
Less: due within one year..................................................... 7,968 277
----------- -----------
Total long-term debt.......................................................... $ 72,737 $ 38,846
----------- -----------
----------- -----------
</TABLE>

F-22
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

8. LONG-TERM DEBT (CONTINUED)

As of November 30, 1996, the annual principal payment requirements under the
terms of the mortgages are $0.1 million for each of the years 1997 through 2001.
The mortgages are on two office buildings which had a combined net book value of
$2.9 million at November 30, 1996. The interest rates on these mortgages range
from 9.0% to 10.2%.

On June 5, 1996, Culbro and its banks entered into the Second Amended and
Restated Credit Agreement (the "1996 Credit Agreement") which replaced the
previous 1993 Credit Agreement that was scheduled to terminate in December 1996.
The 1996 Credit Agreement provided $65 million to Culbro and its subsidiaries
for general working capital purposes and an additional $20 million which was
used to repay the balance of Culbro's Senior Notes. Amounts borrowed by Culbro
under these credit facilities were used to fund Griffin's operations and are
reflected in the accompanying combined financial statements. As per the terms of
the Distribution Agreement, the entire amount borrowed under the Credit
Agreement as of the date of the Distribution Agreement was assumed by GC
Holdings, and therefore will not be part of Griffin's debt structure
prospectively.

In October 1996, Griffin's real estate business satisfied a nonrecourse
mortgage of approximately $3.8 million on a commercial property by transferring
the property to the lender in satisfaction of the outstanding mortgage. The net
book value of the property was substantially equal to the mortgage balance.

In November 1996, Griffin exchanged shares of preferred stock of Eli Witt in
satisfaction of the principal and accrued interest on a $15 million subordinated
note payable to a third-party originally due August 1998. Interest expense in
fiscal 1994, fiscal 1995 and fiscal 1996 included $0.5 million, $0.9 million and
$0.8 million, respectively, for amortization of the original issue discount on
the subordinated note.

In 1993, Culbro entered into two interest rate swap agreements with major
banks as a hedge against interest rate exposure on its variable rate debt. One
such agreement, to fix the borrowing rate at 4.74% on $30 million of variable
rate debt, expired in March 1996. A similar interest rate swap agreement, that
fixed the borrowing rate at 4.89% on an additional $20 million of variable rate
debt, expired in September 1995. The effect of these swap agreements was to
increase interest expense in fiscal 1994 by $0.4 million, reflecting the excess
of payments made to the banks over payments received. In fiscal 1995 and fiscal
1996, interest expense was reduced by $0.6 million and $0.1 million,
respectively, reflecting payments received from the banks under these
agreements.

Management believes that because the interest rate on the 1996 Credit
Agreement adjusts to current market rates, this debt, as stated on the November
30, 1996 balance sheet, approximated its fair market value. Management also
believes that the amounts reflected on the balance sheet for its other debt
facilities reflected their current market values based on market interest rates
for comparable risks, maturities and collateral.

9. RETIREMENT BENEFITS

PENSION PLAN

Griffin's employees participate in Culbro's noncontributory defined benefit
pension plan, which covers substantially all employees of Culbro and its
subsidiaries. The plan's benefits are based on employees' years of service and
compensation. Contributions to the plan are made in accordance with the
provisions of the Employee Retirement Income Security Act. Pension expense of
$0.2 million, $0.1 million

F-23
<PAGE>
GRIFFIN LAND & NURSERIES, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

9. RETIREMENT BENEFITS (CONTINUED)
and $0.1 million for fiscal 1994, fiscal 1995 and fiscal 1996, respectively,
included in the combined statement of operations, reflects Griffin's direct
share of Culbro's consolidated pension expense based on the benefit costs
attributable to its employees, as determined by the plan's actuaries.

As per the terms of the Distribution Agreement, the plan will be assumed by
GC Holdings. Upon completion of the Distribution, Griffin will terminate its
participation in the plan, and Griffin's employees' years of service and
benefits accrued at that time will be frozen at the date of termination. All
vested pension obligations as of the date of the Distribution Agreement for
Griffin's current and former employees will be assumed by GC Holdings. In
connection with the Distribution and Merger, Griffin and GC Holdings entered
into an Employee Benefits Administration Agreement to define the
responsibilities for the administration of the plan.

In connection with the Distribution Griffin will establish the Griffin Land
& Nurseries, Inc. 401(k) Savings Plan. Griffin may at its discretion "match"
employee deferrals each year.