<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
May 21, 1998
GRIFFIN LAND & NURSERIES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 0-29288 06-0868496
- -------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10020
- ----------------------------------------- -----
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 218-7910
--------------
<PAGE>
ITEM 5. OTHER EVENTS
Reference is made to the Registrant's May 26, 1998 Press Release
(Exhibit A).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c)(1) Exhibit A: Registrant's May 26, 1998 Press Release (attached
hereto).
(2) Exhibit B: United States Bankruptcy Court Order Granting
Debtor's Motion To Compromise Claims Against Culbro Corporation
dated May 21, 1998 (attached hereto).
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GRIFFIN LAND & NURSERIES, INC.
/s/ Anthony J. Galici
---------------------------------------
Anthony J. Galici
Vice President, Finance
Dated: May 28, 1998
<PAGE>
EXHIBIT A
GRIFFIN ANNOUNCES RESOLUTION OF THE ELI WITT CONTINGENCY
NEW YORK, NEW YORK (MAY 26, 1998) Griffin Land & Nurseries, Inc.
("Griffin") announced today that the bankruptcy court has approved a motion
whereby Griffin released all of its remaining claims against the Eli Witt
Company ("Eli Witt") in exchange for the creditors of Eli Witt releasing Griffin
from any liability in connection with the Chapter 11 filing by Eli Witt in 1996.
The claims on Eli Witt that Griffin released had been fully reserved on
Griffin's balance sheet in previous years, therefore there is no effect on
Griffin's financial statements as a result of the current bankruptcy court
ruling.
Griffin operates landscape nursery and real estate businesses and has 25%
equity investments in Centaur Communications, Ltd. and Linguaphone Group plc.
Griffin's common stock is traded under the symbol "GRIF" on the Nasdaq National
Market.
<PAGE>
EXHIBIT B
UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
In re Chapter 11
THE ELI WITT COMPANY, INC., Case No. 96-15441-8P1
Debtor.
ORDER GRANTING DEBTOR'S MOTION TO COMPROMISE
CLAIMS OF AND AGAINST CULBRO CORPORATION
THIS MATTER came before the Court for hearing on May 21, 1998 (the
"Hearing"), on the motion, dated April 13, 1998 (the "Motion"), of The Eli Witt
Company (the "Debtor") to compromise certain claims of and against Culbro
Corporation ("Culbro"), which claims of Culbro are now held by Griffin Land &
Nurseries, Inc. ("GLN"); and proper notice of the Motion and the Hearing having
been given; and no party in interest having objected to the Motion; and it
appearing that the proposed compromise is in the best interests of the Debtor,
its estate and its creditors; and other sufficient cause appearing therefore, it
is
ORDERED, ADJUDGED and DECREED that the Motion be, and it hereby is, GRANTED
in all respects; and it is further,
ORDERED, ADJUDGED and DECREED that the Debtor, the estate of the Debtor,
persons or entities claiming by, through or under the Debtor or the Debtor's
estate (the "Releasors") shall, and hereby are deemed to, and do hereby release
and discharge Culbro, GLN, and all of their successors, predecessors,
affiliates, assigns, agents, attorneys, and professional advisors and Culbro's
and GLN's present and former directors, officers, stockholders, owners,
employees, partners and servants (collectively, the "Releasees") from all
actions, causes of action, suits, debts, dues, sums of money, accounts
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims (as defined in section 101 of the Bankruptcy Code), and
demands whatsoever, in law, admiralty or equity, whether liquidated or
unliquidated and whether fixed or
<PAGE>
contingent (collectively "Claims"), which against the Releasees, the Releasors,
Releasors' successors and assigns, and any entities affiliated with, or owned or
controlled by Releasors, ever had, now have or hereafter can, shall or may have
for, upon, or by reason of any matter, cause or thing whatsoever from the
beginning of the world to the day of the date of this Order, including without
limiting the generality of the foregoing, all Claims asserted, or that could
have been asserted, under sections 544-550 of the Bankruptcy Code and any
similar claims that arise under state law; and it is further
ORDERED, ADJUDGED and DECREED that all Claims of Culbro, its successors,
predecessors, affiliates, assigns, agents, attorneys, and professional advisors,
including GLN (but excluding General Cigar Co., Inc.), be, and they hereby are,
waived and discharged against the Debtor, its estate, and any successor in
interest thereto, and shall not be entitled to any distribution from the Debtor
or its estate.
DONE and ENTERED at Tampa, Florida, this 21st day of May, 1998.
/s/ Alexander L. Paskay
-------------------------------------
ALEXANDER L. PASKAY
Chief Bankruptcy Judge
