<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
GRIFFIN LAND & NURSERIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
- --------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously.
<PAGE>
Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount previously paid:
----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
GRIFFIN LAND & NURSERIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 20, 1998
PLEASE TAKE NOTICE that the Annual Meeting of Stockholders of Griffin Land
& Nurseries, Inc. ("Griffin") will be held at 35 International Drive, Windsor,
Connecticut 06095, on the 20th day of May 1998, at 10:00 A.M., local time, to
consider and act upon:
1. The election of directors of Griffin;
2. The approval of the selection of Griffin's independent accountants for
1998; and
3. Such other business as may properly be brought before the Annual
Meeting or any adjournment thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
Only stockholders of record at the close of business on April 15, 1998 are
entitled to notice of, and to vote at, the Annual Meeting.
ANTHONY J. GALICI
SECRETARY
Dated: April 20, 1998
<PAGE>
GRIFFIN LAND & NURSERIES, INC.
One Rockefeller Plaza
New York, New York 10020
---------------
PROXY STATEMENT
This Proxy Statement is furnished to the stockholders of Griffin Land &
Nurseries, Inc. ("Griffin") in connection with the solicitation by the Board of
Directors of proxies for the Annual Meeting of Stockholders to be held on May
20, 1998 at 35 International Drive, Windsor, Connecticut, 06095, for the
purposes set forth in the accompanying notice of meeting.
GENERAL
This solicitation is being made on behalf of the Board of Directors of
Griffin. The initial distribution of proxy materials is expected to be made on
or about April 20, 1998. Any proxy received in the accompanying form may be
revoked by the person executing it at any time before the authority thereby
granted is exercised. Proxies received by the Board of Directors in such form
will be voted at the meeting or any adjournment thereof as specified therein by
the person giving the proxy; if no specification is made, the shares represented
by such proxy will be voted (i) for the election of directors as described in
this Proxy Statement; and (ii) for approval of the selection of Price Waterhouse
LLP as independent accountants for Griffin for 1998. For voting purposes (as
opposed to for purposes of establishing a quorum) abstentions and broker
non-votes will not be counted in determining whether the directors standing for
election have been elected or whether the other matters to be voted on have been
approved. Proposals by stockholders for Griffin's 1999 Annual Meeting of
Stockholders must be received by Griffin before December 21, 1998.
Management knows of no matters which may be brought before the Annual
Meeting or any adjournment thereof other than those described in the
accompanying notice of meeting and routine matters incidental to the conduct of
the meeting. However, if any other matter should come before the meeting or any
adjournment thereof, it is the intention of the persons named in the
accompanying form of proxy or their substitutes to vote the proxy in accordance
with their judgment on such matters.
The cost of solicitation of proxies by the Board of Directors will be borne
by Griffin. Such solicitation will be made by mail and in addition may be made
by officers and employees of Griffin personally or by telephone, facsimile or
telegram. Proxies and proxy material will also be distributed through brokers,
custodians and other similar parties.
Each holder of a share of Common Stock, par value $0.01 per share, of
Griffin (the "Common Stock") will be entitled to one vote for each share held of
record by such person at the close of business on April 15, 1998 (the "Record
Date"), which is the Record Date fixed by the Board of Directors for the
determination of stockholders entitled to notice of, and to vote at, the Annual
Meeting or any adjournment thereof. As of such date, Griffin had outstanding
<PAGE>
4,743,590 shares of Common Stock (none of which constituted shares of treasury
stock). 2,242,095 shares of Common Stock, representing 47.3% of the
outstanding shares of Common Stock, are held by members of the Cullman & Ernst
Group (as defined herein). Prior to July 3, 1997 (the "Distribution Date"),
Griffin was a wholly-owned subsidiary of Culbro Corporation ("Culbro").
Approximately 50% of the voting securities of Culbro were held by the members of
the Cullman & Ernst Group prior to the Distribution Date. On the Distribution
Date, Culbro distributed to its stockholders Griffin's Common Stock in a
tax-free distribution (the "Distribution"). Subsequent to the Distribution,
Griffin has operated and is operating as an independent stand-alone entity.
3
<PAGE>
I. ELECTION OF DIRECTORS
At the 1998 Annual Meeting of Stockholders, five (5) directors (which will
comprise the entire Board) are to be elected. The Board of Directors proposes
the nominees listed below for election as directors to serve until the 1999
Annual Meeting of Stockholders and until their successors are duly elected and
qualified. All of the nominees other than Mr. Stein were elected by Culbro as
the sole stockholder of Griffin prior to the Distribution. Mr. Stein was
appointed by the other directors to serve as a director in 1997. The directors
must be elected by a plurality of the votes cast in person or by proxy by
stockholders entitled to vote at the meeting. If for any reason any nominee or
nominees become unavailable for election, the proxy holders will vote for such
substitute nominee or nominees as may be designated by the Board of Directors.
INFORMATION CONCERNING DIRECTORS (1)
(AGE) AND
NAME (LETTERS DATE SINCE
REFER TO WHICH HAS PRINCIPAL
COMMITTEE CONTINUOUSLY OCCUPATION AND ALSO SERVES A
MEMBERSHIPS, SERVED AS A BUSINESS DIRECTOR OF THE
IDENTIFIED DIRECTOR OF EXPERIENCE DURING FOLLOWING
BELOW) GRIFFIN PAST FIVE YEARS(2) CORPORATIONS
- ----- ------- ------------------ ------------
Winston J. (58) 1997 Managing General Central Sprinkler
Churchill, Jr. Partner of SCP Corporation; IBAH,
(a) (b) Private Equity Inc.; Geoteck
Partners, L.P., a Communications,
private equity fund Inc.; Tescorp.,
Inc.; Churchill
Investment Partners,
Inc.; CIP Capital,
Inc.
Edgar M. (80) 1997 Chairman of the General Cigar
Cullman Board of Directors Holdings, Inc.;
of General Cigar Centaur
Holdings, Inc. Communications
(1996); Chief Limited;
Executive Officer of Bloomingdale
Culbro Corporation Properties, Inc.;
(1962-1996) The Eli Witt Company
(4)
4
<PAGE>
Frederick M. (58) 1997 President and Chief Monro Muffler/Brake,
Danziger (2) Executive Officer Inc.; Bloomingdale
(1997); Of Counsel Properties, Inc.;
to Latham & Watkins Doral Financial
(1995-1997); Member Corporation; Centaur
of Mudge Rose Communications
Guthrie Alexander & Limited
Ferdon (1974-1995)
John L. Ernst (57) 1997 Chairman of the Doral Financial
(b) (3) Board and President Corporation;
of Bloomingdale General Cigar
Properties, Inc. Holdings, Inc.
David F. Stein (57) 1997 Vice Chairman of Seligman-Henderson
(a) J&W Seligman & Co.
Co. Inc., an asset
management firm
(1996); Managing
Director of J&W
Seligman & Co. Inc.
(1990-1996)
- -------------------------------
Member of the: (a) Audit Committee; and (b) Compensation Committee.
(1) Except as otherwise indicated each director has had the same principal
occupation during the past five years. Positions not otherwise identified
are with Griffin. Griffin had no Chief Executive Officer prior to April
1997.
(2) Mr. Danziger is the son-in-law of Mr. Cullman.
(3) Mr. Ernst is the nephew of Mr. Edgar M. Cullman.
(4) The Eli Witt Company filed for relief from its creditors under Chapter 11
of the Federal Bankruptcy Code in November 1996.
The Board of Directors held three meetings during 1997. Griffin's Board of
Directors has an Audit Committee and a Compensation Committee. Committee
memberships of the Board of Directors are indicated in the above table.
Directors as a whole attended 100% of the aggregate of all Board and Committee
meetings (of Committees of which they were members).
Members of the Board of Directors who are not employees of Griffin received
$10,000 per year and $500 for each Board and Committee meeting attended in 1997.
In addition, such Directors receive annually options exercisable for 2,000
shares of Common Stock at an exercise price that is the market price at the time
of grant. See "Stock Option Plans." Committee members received $500 for each
Committee meeting attended.
5
<PAGE>
The Audit Committee reviews audit reports and the scope of audit by both
Griffin's internal audit staff and its independent accountants and related
matters pertaining to the preparation and examination of Griffin's financial
statements. From time to time such Committee makes recommendations to the Board
of Directors with respect to the foregoing matters as well as with respect to
the appointment of Griffin's independent accountants. The Audit Committee held
one meeting in 1997 and one meeting in early 1998 and recommended to the Board
of Directors the selection of Price Waterhouse LLP (See "Selection of
Independent Accountants").
For information about the Compensation Committee, see "Compensation
Committee Report on Executive Compensation - Interlocks and Insider
Participation" on page 13.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires Griffin's officers and directors, and persons who own
more than ten percent of its Common Stock, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Such persons
are required by regulation to furnish Griffin with copies of all Section 16(a)
forms they file. Based upon its involvement in the preparation of certain of
such forms, a review of the copies of other such forms received by it and the
written representations from certain reporting entities that no Form 5 was
required for each such entity, Griffin believes that with respect to 1997,
except as set forth in the following sentence, all such Section 16(a) filing
requirements were satisfied. Mr. Churchill acquired a total of 1,700 shares of
Common Stock in two transactions, one on November 26, 1997 and one on November
28, 1997. In addition, Mr. Churchill acquired options exercisable for 2,000
shares of Common Stock on July 7, 1997. A report on Form 5 was filed with
respect to these acquisitions on March 27, 1998. On July 7, 1997, options
exercisable for shares of Common Stock were issued to Messrs. Danziger (150,000
shares) and Galici (15,000 shares), with respect to which
reports on Form 5 were filed on March 27, 1998. On November 17, 1997, options
exercisable for 2,000 shares of Common Stock were issued to Mr. Stein. A
report on Form 5 with respect to such acquisition was filed on March 27, 1998.
6
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL HOLDERS
The following table lists the number of shares and options to purchase
shares of Common Stock of Griffin beneficially owned or held by (i) each person
known by Griffin to beneficially own more than 5% of the outstanding shares of
Common Stock, (ii) the nominees for election as directors (who are all current
directors), (iii) the Named Executive Officer (as defined below) and (iv) by all
directors and officers of Griffin collectively. Unless otherwise indicated,
information is provided as of November 29, 1997.
Name and Address (1) Shares Beneficially Owned(2) Percent of Total
- -------------------- ---------------------------- ----------------
Edgar M. Cullman(3) 954,342 20.1
Edgar M. Cullman, Jr.(3) 963,038 20.3
Louise B. Cullman(3) 823,775 17.4
Susan R. Cullman(3) 758,607 16.0
Frederick M. Danziger(3) 164,120 3.5
Lucy C. Danziger(3) 1,028,692 21.7
John L. Ernst(3) 421,250 8.9
Winston J. Churchill, Jr. 30,200 *
David F. Stein 10,000 *
B. Bros Realty Limited 233,792 4.9
Partnership(4)
Gabelli Funds, Inc.(5) 1,365,100 28.8
All directors and officers 1,314,591 27.7
collectively, consisting of
4 persons (6)
- -------------------
* Less than 1%
(1) Unless otherwise indicated, the address of each person named in the table
is 641 Lexington Avenue, New York, New York 10022.
(2) This information reflects the definition of beneficial ownership adopted by
the Securities and Exchange Commission (the "Commission"). Beneficial
ownership 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. Includes options exercisable within 60 days granted to Directors
pursuant to the 1997 Stock Option Plan. Excluded are shares held by
charitable foundations and trusts of which members of the Cullman and Ernst
families, including persons referred to in footnote 2, are officers and
directors. As of November 29, 1997, a group (the "Cullman & Ernst 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 2,242,095 shares of Common Stock (approximately 47.3% of the
outstanding shares of Common Stock). Among others, Edgar M. Cullman, Edgar
M. Cullman, Jr., Mr. Ernst and Mr. Danziger (who is a member of the Cullman
& Ernst Group) hold
7
<PAGE>
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 Commission 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; Edgar M. Cullman, Jr. is the
son of Edgar M. Cullman and Louise B. 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.
(3) Included within the shares shown as beneficially owned by Edgar M. Cullman
are 843,204 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; and
included within the shares shown as beneficially owned by Frederick M.
Danziger are 147,578 shares in which he holds shared investment and/or
voting power. Included within the shares shown as beneficially owned by
Edgar M. Cullman, Jr. are 733,918 shares in which he holds shared
investment and/or voting power; included with the shares owned by Louise
B. Cullman are 720,365 shares in which she holds shared investment and/or
voting power; included within the shares shown as beneficially owned by
Susan R. Cullman are 670,842 shares in which she holds shared investment
and/or voting power; and included within the shares shown as beneficially
owned by Lucy C. Danziger are 946,850 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,
Danziger and Ernst disclaim beneficial interest in all shares over which
there is shared investment and/or voting power and in all excluded shares.
(4) The address of B. Bros. Realty Limited Partnership ("B. Bros.") is 641
Lexington Avenue, New York, New York 10022. Lucy C. Danziger and John L.
Ernst are the general partners of B. Bros.
(5) The address of such person is Gabelli Funds, Inc., One Corporate Center,
Rye, New York, New York 10580. A form filed with the Securities and
Exchange Commission 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. Griffin has been informed that no individual
client of Gabelli Funds, Inc. has ownership of more than 5% of Griffin's
outstanding Common Stock.
(6) Excluding shares held by certain charitable foundations the officers and/or
directors of which include certain officers and directors of Griffin.
INTERESTS IN CERTAIN TRANSACTIONS
For the information of stockholders, attention is called to the following
transactions between Griffin and other parties in which the persons mentioned
below might have had a direct or indirect interest.
1. Frederick M. Danziger, President and Chief Executive Officer of
Griffin, was Of Counsel to the law firm of Latham & Watkins from December 1,
1995 until July 3, 1997. During Griffin's 1997 fiscal year, such firm received
fees and disbursements of approximately $2,250,000 for services rendered to
Culbro and its affiliates, including Griffin, in connection with a variety of
transactions, including the Distribution.
2. Messrs. Cullman, Danziger and Ernst are members of the Board of
Directors of Bloomingdale Properties, Inc. ("Bloomingdale Properties") of which
Mr. Ernst is Chairman and President and other members of the Cullman & Ernst
Group are associated. Real estate
8
<PAGE>
management and advisory services have been provided to Griffin by John Fletcher,
an employee of Bloomingdale Properties, for which Mr. Fletcher will receive
compensation at a rate of approximately $50,000 per year.
See "Compensation Committee Interlocks and Insider Participation" on page
13 for certain other interests.
The information given in this Proxy Statement with respect to the
five-year business experience of each director, beneficial ownership of stock,
interlocks and the respective interests of persons in transactions to which
Griffin or any of its subsidiaries was a party (other than as appears from the
records of Griffin), is based upon statements furnished to Griffin by its
directors and officers.
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation for
Mr. Danziger, Griffin's Chief Executive Officer (the "Named Executive Officer"),
as well as the total compensation paid by Griffin during 1997 to the Named
Executive Officer. No other "Executive Officer" (as such term is defined in
Rule 3b-7 under the Exchange Act) earned more that $100,000 in 1997 as a result
of their employment with Griffin. Mr. Danziger was not employed by Griffin
prior to 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
- -----------------------------------------------------------------------------------------------
SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING
POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS
- -------- ---- ------ ----- -------------- -------
<S> <C> <C> <C> <C> <C>
Frederick M. Danziger 1997 $126,923 -- $692 150,000
President and Chief
Executive Officer
</TABLE>
- ---------------------------
(1) Amounts shown under Other Annual Compensation include matching
contributions made by Griffin under its Savings Plan and other
miscellaneous cash benefits, but do not include funding for or receipt of
retirement plan benefits (See "Employee Benefit Plans"). No Executive
Officer who would otherwise have been includable in such table resigned or
terminated employment during 1997.
EMPLOYEE BENEFIT PLANS
1997 STOCK OPTION PLAN
Griffin adopted a new Stock Option Plan (the "1997 Stock Option Plan") in
connection with the Distribution. A total of 700,000 shares of Common Stock were
authorized to be made available for issuance under the 1997 Stock Option Plan.
Options granted under the 1997 Stock Option Plan are either "incentive stock
options" or nonqualified options. The 1997 Stock Option
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<PAGE>
Plan contains certain limitations with respect to incentive stock options
that are intended to satisfy applicable Internal Revenue Code requirements.
Of the 700,000 shares of Common Stock reserved for issuance under the 1997
Stock Option Plan, approximately 450,000 shares are available for issuance
upon the exercise of options that were granted under Culbro's stock option
plan but were assumed by Griffin under the 1997 Stock Option Plan, pursuant
to their original terms, in connection with the Distribution. Following the
Distribution, approximately 250,000 additional shares were available for
issuance with respect to new options that might be granted to certain
officers, employees, consultants and directors of Griffin. In 1997, options
exercisable for 229,000 shares of Common Stock were issued to certain
Directors, key employees and a consultant of Griffin, including options
exercisable for 150,000 shares granted to the Named Executive Officer.
STOCK OPTION INFORMATION
The following table sets forth the number of stock options granted to the
Named Executive Officer during fiscal 1997.
<TABLE>
<CAPTION>
Individual Grants
-----------------
Percentage
of Total Potential Realizable
Options Value at Assumed Annual
Number of Granted to Rates of Stock Price
Securities Employees Appreciation for Option Term
Underlying in 1997 Exercise or ----------------------------
Options Fiscal Base Price Expiration
Name Granted (#) Year ($/Share) Date 5% 10%
- ---- ----------- ---- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Frederick M. Danziger (1) 150,000 71.4% $14.6875 7/7/07 $1,385,535 $3,511,215
</TABLE>
- ------------------------
(1) Mr. Danziger was granted a non-qualified option to purchase 150,000 shares
of Griffin's Common Stock on July 7, 1997. Such option becomes exercisable
in three cumulative installments of 50,000 shares each on the third, fourth
and fifth anniversaries of the date of grant.
The following table presents the value of options exercised in fiscal 1997
and the value of unexercised options held by the Named Executive Officer at
November 29, 1997.
10
<PAGE>
<TABLE>
<CAPTION>
Value of Unexercised
Number of Securities In-the-Money Options at
Shares Acquired Value Underlying Options Held Fiscal Year End (1)
on Exercise Realized at Fiscal Year End (#) -------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Frederick M. Danziger -- -- -- 150,000 $0 $65,625
</TABLE>
- -------------------
(1) The amounts presented in this column have been calculated based upon the
difference between the fair market value of $15.125 per share (the average
of the high and low prices of Griffin's Common Stock on November 28, 1997)
and the exercise price of each stock option. See "--1997 Stock Option
Plan."
INCENTIVE COMPENSATION PLANS
Griffin maintains Annual Incentive Compensation Plans (the "Incentive
Compensation Plans") for certain officers and other employees of Griffin and its
subsidiaries. Annual cash bonus payments may be paid under the Incentive
Compensation Plans provided certain financial targets are achieved.
SAVINGS PLAN
In connection with the Distribution, Griffin adopted the Griffin Land &
Nurseries, Inc. 401(k) Savings Plan (the "Savings Plan"). The Savings Plan
covers salaried and hourly employees of Griffin and its participating
subsidiaries who are employed in the U.S., are over age 21 and have at least one
year of service to Griffin, which includes years of service with Culbro prior to
the Distribution. Employees of Griffin who participated in the Culbro Companies
401(k) Savings Plan (the "Culbro Plan") immediately prior to the Distribution
automatically became participants in the Savings Plan (regardless of whether
they met the Savings Plan criteria for eligibility) upon the Distribution Date,
and thereafter their account balances under the Culbro Plan were transferred to
the Savings Plan. Under the Savings Plan, subject to applicable Internal
Revenue Code limits, each participating employee is able to defer a portion of
such participating employee's compensation through salary deferrals. Griffin
may, in its discretion, "match" employee deferrals each year. With respect to
individuals who participated in the Culbro Plan, or who enrolled in the
Savings Plan on or before November 1, 1997, such matching contributions
vest at the rate of 20% per year over the first five years of service. With
respect to individuals who were not participants in the Culbro Plan, or who
enrolled in the Savings Plan subsequent to November 1, 1997, such
matching contributions become fully vested after five years of service.
Griffin's matching contributions under the Savings Plan for the accounts of
the individuals named under "Summary Compensation Table" are included under
Other Annual Compensation.
RETIREMENT PLAN
Prior to the Distribution Date, employees of Griffin, as a subsidiary of
Culbro, accrued benefits under the Culbro Retirement Plan (the "Retirement
Plan") for officers and other employees of Culbro and its participating
subsidiaries. Benefits are accrued under the Retirement Plan on a career-average
earnings basis. Through 1997, the pension credit was 1.1% for annual
compensation up to the individual's covered compensation (as determined from
published Social Security tables) and 1.65% for annual compensation above said
amounts. Compensation was the base rate of earnings as of the first business day
of each plan year payable for service during the plan year excluding overtime,
bonuses, incentive compensation or other additional
11
<PAGE>
compensation. Subsequent to the Distribution Date, Griffin ceased
participation in the Retirement Plan. All liabilities or obligations
thereunder were retained by General Cigar, and persons employed by Griffin
ceased to accrue any further benefits thereunder.
INSURANCE AND HEALTH PROGRAMS
For the 1997 fiscal year, Griffin's salaried and certain hourly paid
employees participated in the employee welfare benefit plans maintained by
Culbro and its successor, General Cigar, providing life, hospitalization,
medical and long-term disability insurance. Griffin participated in certain
fee sharing arrangements with Culbro (and General Cigar) with respect to such
plans. Griffin has since implemented substantially similar welfare benefit
plans and arrangements for the benefit of its eligible employees effective
subsequent to the 1997 fiscal year.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION-INTERLOCKS AND INSIDERS
PARTICIPATION
The Compensation Committee supervises management compensation and
employee benefits and administers Griffin's stock option, savings, health,
incentive compensation and other employee benefit plans. It held one meeting
in 1997.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL
Pursuant to its authority to designate committees to exercise the powers
and authority of the Board, the Board of Directors has designated the
Compensation Committee to review, consider and approve the recommendations of
management as to all compensation paid by Griffin and its subsidiaries exceeding
$75,000 per annum.
Mr. Cullman, the Chairman of the Board of Directors, and Mr. Danziger, the
Chief Executive Officer and President, are both members of the Cullman & Ernst
Group which owns Common Stock representing approximately 47.3% of Griffin's
Common Stock (see "Principal Holders"). Mr. Danziger has been granted options
under Griffin's Stock Option Plan. See "Employee Benefit Plans -- 1997 Stock
Option Plan." Mr. Cullman has not been granted any options under Griffin's
Stock Option Plan.
POLICIES
The Committee intends that stock options serve as a significant part of the
total compensation package for executive officers of Griffin. The Committee
intends that cash bonuses pursuant to the Annual Compensation Plans serve as a
significant part of the total compensation for other key employees of Griffin
and its subsidiaries. The stock options and cash bonuses are intended to offer
these employees long-term incentives to increase their efforts on behalf of
Griffin and its subsidiaries and to focus managerial efforts on enhancing
stockholder value and operating performance.
12
<PAGE>
SALARY AND CASH BONUSES
No cash bonus was paid, under any Incentive Compensation Plan or
otherwise, with respect to 1997 to the Named Executive Officer. The Committee
does not believe it need now adopt any policy with respect to the $1,000,000
deduction cap of Internal Revenue Code Section 162(m). While the Compensation
Committee will continue to give due consideration to the deductibility of
compensation payments on compensation arrangements with Griffin's executive
officers, the Compensation Committee will make its compensation decisions based
on an overall determination of what it believes to be in the best interests of
Griffin and its stockholders, and deductibility will be only one among a number
of factors used by the Compensation Committee in making its compensation
decisions.
STOCK OPTION PLAN
The Committee administers the plan described under "Employee Benefit
Plans -- 1997 Stock Option Plan." In 1997 Griffin granted options under the
1997 Stock Option Plan to the holders of Culbro options in connection with
the Distribution. See "-1997 Stock Option Plan."
COMPENSATION COMMITTEE
Winston J. Churchill, Jr.
John L. Ernst
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Cullman, Danziger and Ernst are members of the Board of
Directors of Bloomingdale Properties, Inc. ("Bloomingdale Properties") of
which Mr. Ernst is Chairman and President and other members of the Cullman &
Ernst Group are associated. Mr. Danziger also serves as trustee of the
retirement plan for Bloomingdale Properties.
STOCK PERFORMANCE GRAPHS
The following graph compares the total percentage changes in the cumulative
total stockholder return (assuming the reinvestment of dividends) on Griffin's
Common Stock with the cumulative total return of the Russell 2000 Index from
July 3, 1997 (the date on which Griffin's Common Stock was registered pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended), to November
29, 1997. It is assumed in the graph that the value of each investment was $100
at July 3, 1997. Griffin is not aware of any other company that substantially
participates in both the nursery and real estate businesses, and would therefore
be suitable for comparison to Griffin as a "peer issuer" within Griffin's line
of business.
Griffin Land & Nurseries, Inc.
Points on Performance Graph
Russell 2000 Griffin
Actual Relative Actual Relative
-------------------- -------------------
July 3, 1997 396.0 100.0 14.6875 100.0
Nov. 29, 1997 438.0 110.6 14.75 100.4
13
<PAGE>
II. SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of Price Waterhouse LLP as
independent accountants to audit the financial statements of Griffin for the
fiscal year ending November 28, 1998. This selection was recommended by the
Audit Committee of the Board of Directors. Price Waterhouse LLP has been the
independent accountants for Culbro (and its successor, General Cigar) for
many years, and for Griffin since the date of the Distribution. The fees of
Price Waterhouse LLP approximated $85,000 for all services rendered to
Griffin with respect to its 1997 fiscal year.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE SELECTION OF
PRICE WATERHOUSE LLP.
The submission of this proposal to a vote of stockholders is not legally
required. If this selection of Price Waterhouse LLP is not approved, the Board
of Directors will reconsider its selection. A vote of the majority of the
shares of Common Stock of Griffin represented (in person or by proxy) and voting
at the meeting, provided that at least a majority of such stock is represented
at the meeting, is required to adopt this proposal.
A representative of Price Waterhouse LLP is expected to be present at the
Annual Meeting and will be given an opportunity to make a statement if so
desired and to respond to appropriate questions.
------------------
A copy of Griffin's Annual Report on Form 10-K filed with the Commission is
available to Griffin's stockholders without charge at the web site
(http://www.sec.gov) maintained by the Commission and at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549. Copies also may be obtained at prescribed rates at
the Commission's regional office in New York located at 7 World Trade Center,
15th Floor, New York, New York 10048. In addition, a limited number of copies
are available at Griffin's offices and may be obtained upon written request to:
Griffin Land & Nurseries, Inc.
One Rockefeller Plaza
Suite 2301
New York, New York 10020
Attention: Corporate Secretary
Dated: April 20, 1998
14
<PAGE>
GRIFFIN LAND & NURSERIES, INC. PROXY
- --------------------------------------------------------------------------------
ONE ROCKEFELLER PLAZA SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING
SUITE 2301 OF STOCKHOLDERS
NY, NY 10020
The undersigned holder of Common Stock of Griffin Land & Nurseries, Inc.
(the "Company") hereby authorizes and appoints Frederick M. Danziger and John
L. Ernst, or either of them, as proxies with full power of substitution in
each, to represent the undersigned at the Annual Meeting of Stockholders of
the Company to be held at 35 International Drive, Windsor, Connecticut 06095
at 10:00 a.m., local time, on May 20, 1998 and any adjournment or
adjournments of said meeting and thereat to vote and act with respect to all
the shares of Common Stock of the Company that the undersigned would be
entitled to vote if then personally present in accordance with the
instructions listed on the reverse hereof.
Such proxies may vote in their discretion upon such other business as may
properly be brought before the meeting or any adjournment thereof.
Receipt of the Notice of Meeting and the related Proxy Statement is hereby
acknowledged.
(Continued, and to be signed, on the other side)
See Reverse
Side
FOLD AND DETACH HERE
<PAGE>
<TABLE>
<S><C>
Please mark
your votes as /X/
indicated in
this example
FOR ALL WITHHELD If no direction is given, this proxy will be voted FOR Items 1 and 2.
LISTED AS TO ALL The Board of Directors recommends a vote FOR Items 1 and 2.
NOMINEES NOMINEES
No. 1--ELECTION OF DIRECTORS. / / / /
NOMINEES ARE LISTED BELOW:
Winston J. Churchill, Jr.; Edgar M. Cullman;
Frederick M. Danziger; John L. Ernst; and
David F. Stein
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
- --------------------------------------------------------------------------
FOR AGAINST ABSTAIN
No. 2--Approval of Selection of Independent Accountants. / / / / / /
To vote in accordance with the Board of Directors recommendations just
sign below, no boxes need to be checked.
YES
I plan to attend the Annual Meeting. / /
</TABLE>
Signature(s) ________________________________________ Date ____________, 1998
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
FOLD AND DETACH HERE
