<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:
<TABLE>
<C> <S>
/ / 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
</TABLE>
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):
<TABLE>
<C> <S> <C>
/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. 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:
(4) Date Filed:
</TABLE>
<PAGE>
GRIFFIN LAND & NURSERIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 16, 2000
PLEASE TAKE NOTICE that the Annual Meeting of Stockholders of Griffin
Land & Nurseries, Inc. ("Griffin") will be held at the Chase Conference Center
at 600 Fifth Avenue, Second Floor, New York, New York, on the 16th day of
May 2000, at 11:00 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 2000; 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 10, 2000 are
entitled to notice of, and to vote at, the Annual Meeting.
ANTHONY J. GALICI
SECRETARY
Dated: April 17, 2000
<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 at 11:00
a.m. on May 16, 2000 at the Chase Conference Center at 600 Fifth Avenue, Second
Floor, New York, New York, 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 17, 2000. 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
PricewaterhouseCoopers LLP as independent accountants for Griffin for 2000. 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 2001
Annual Meeting of Stockholders must be received by Griffin before December 18,
2000 if such proposal is to be considered for inclusion in the 2001 proxy
materials of Griffin. Any such proposal received after March 3, 2001 will be
considered untimely for purposes of the 2001 Annual Meeting, and proxies
delivered for the 2001 Annual Meeting will confer discretionary authority to
vote on any such matters.
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 10, 2000 (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
4,862,704 shares of Common Stock (none of which constituted shares of treasury
stock). A total of 2,327,295 shares of Common Stock, representing 47.86% of the
outstanding shares of Common Stock, are held by members of the Cullman & Ernst
Group (as defined herein).
1
<PAGE>
I. ELECTION OF DIRECTORS
At the 2000 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 2001
Annual Meeting of Stockholders and until their successors are duly elected and
qualified. 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
<TABLE>
<CAPTION>
(AGE) AND DATE
SINCE WHICH HAS
CONTINUOUSLY PRINCIPAL OCCUPATION AND BUSINESS
NAME (LETTERS REFER TO COMMITTEE SERVED AS A EXPERIENCE DURING PAST ALSO SERVES AS A DIRECTOR OF THE
MEMBERSHIPS, IDENTIFIED BELOW) DIRECTOR OF GRIFFIN FIVE YEARS (1) FOLLOWING CORPORATIONS
- ---------------------------------- ------------------- --------------------------------- --------------------------------
<S> <C> <C> <C> <C>
Winston J. Churchill, (59) 1997 Managing General Partner of SCP Cinemastar Luxury Theaters,
Jr. (a) (b)..................... Private Equity Partners, L.P., a Inc.; Churchill Investment
private equity fund Partners, Inc.; CIP Capital,
Inc.; CIP Freedom Securities;
Amkor Technology, Inc.
Edgar M. Cullman.................. (82) 1997 Chairman of the Board of General Cigar Holdings, Inc.;
Directors of General Cigar Centaur Communications, Ltd.;
Holdings, Inc. (1996); Chief Bloomingdale Properties,
Executive Officer of Culbro Inc. (4)
Corporation (1962-1996)
Frederick M. Danziger (2)......... (60) 1997 President and Chief Executive Monro Muffler/Brake, Inc.;
Officer (1997); Of Counsel to Bloomingdale Properties, Inc.;
Latham & Watkins (1995-1997); Centaur Communications, Ltd.;
Member of Mudge Rose Guthrie The Technology Group Inc.
Alexander & Ferdon (1974-1995)
John L. Ernst (b) (3)............. (59) 1997 Chairman of the Board and Doral Financial Corporation;
President of Bloomingdale General Cigar Holdings, Inc.
Properties, Inc.
David F. Stein (a)................ (59) 1997 Vice Chairman of J&W Seligman & J&W Seligman & Co. Inc.;
Co. Inc., an asset management Seligman Data Corp.
firm (1996); Managing Director of
J&W Seligman & Co. Inc.
(1990-1996); Co-Chairman of
Seligman Henderson Co.
(1991-1998)
</TABLE>
- ----------------------------------
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.
(2) Mr. Danziger is the son-in-law of Mr. Cullman.
(3) Mr. Ernst is the nephew of Mr. Cullman.
(4) Mr. Cullman served as director of The Eli Witt Company which filed for
relief from its creditors under Chapter 11 of the Federal Bankruptcy Code in
November 1996.
The Board of Directors held six meetings during 1999. 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 94% of the aggregate of all Board and Committee
meetings (of Committees of which they were members).
2
<PAGE>
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 1999.
The Griffin Land & Nurseries, Inc., 1997 Stock Option Plan, as amended (the
"Griffin Stock Option Plan"), provides that non-employee Directors who are not
members of the Cullman & Ernst Group 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. In 1999 Griffin granted Mr. Churchill and Mr. Stein each
options exercisable for 2,000 shares of Common Stock, and expects to grant
additional options to Messrs. Churchill and Stein in 2000 consistent with the
Griffin Stock Option Plan.
The Audit Committee reviews audit reports and the scope of audit by
Griffin's 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 two meetings in 1999 and
recommended to the Board of Directors the selection of PricewaterhouseCoopers
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 10.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 and a review of the copies of other such forms received by it,
Griffin believes that with respect to 1999, all such Section 16(a) filing
requirements were satisfied, except for a Form 4 regarding the purchase of
10,000 shares of Common Stock by Churchill Family Partnership, L.P., of which
Mr. Churchill is the general partner and a limited partner, which was not filed
timely. This stock purchase by Mr. Churchill has since been reported on a
Form 5 filing.
3
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL HOLDERS
The following table lists the number of shares and exercisable 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 Officers (as defined
below) and (iv) by all directors and officers of Griffin collectively. Unless
otherwise indicated, information is provided as of November 27, 1999.
<TABLE>
<CAPTION>
NAME AND ADDRESS (1) SHARES BENEFICIALLY OWNED(2) PERCENT OF TOTAL
- -------------------- ---------------------------- ----------------
<S> <C> <C>
Edgar M. Cullman (3)................................... 977,342 20.1
Edgar M. Cullman, Jr. (3).............................. 870,072 17.9
Louise B. Cullman (3).................................. 847,175 17.4
Susan R. Cullman (3)................................... 758,607 15.6
Frederick M. Danziger (3).............................. 226,326 4.7
Lucy C. Danziger (3)................................... 1,043,992 21.5
John L. Ernst (3)...................................... 421,250 8.7
Winston J. Churchill, Jr............................... 40,000 *
David F. Stein......................................... 35,000 *
Anthony J. Galici...................................... 7,641 *
B. Bros Realty Limited Partnership (4)................. 233,792 4.8
Gabelli Funds Inc. (5)................................. 1,416,937 29.1
All directors and officers collectively, consisting of
6 persons (6)........................................ 1,442,432 29.7
</TABLE>
* 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 3. 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 Griffin 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 this footnote 2, are officers and
directors. As of November 27, 1999, 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 2,327,295 shares of Common Stock (approximately 47.9% of the
outstanding shares of Common Stock). Among others, Messrs. Cullman,
Mr. Ernst and Mr. Danziger (who is a member of the Cullman & 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 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
4
<PAGE>
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 866,204 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 209,778 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
743,765 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 962,150 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 10580. A form filed with the Securities and Exchange
Commission in July 1997 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. 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 management and advisory services have been
provided to Griffin by John Fletcher, an employee of Bloomingdale Properties,
for which Mr. Fletcher receives compensation at a rate of approximately $50,000
per year.
2. Edgar M. Cullman, the Chairman of Griffin, is also the Chairman of
General Cigar Holdings, Inc., ("GC Holdings"). In addition, certain members of
the Cullman & Ernst Group who may be deemed to beneficially own more than five
percent of Griffin's Common Stock (see "Security Ownership of Management and
Principal Holders") also may be deemed to beneficially own more than five
percent of the Class A Common Stock of GC Holdings. In 1997, Griffin, as lessor,
and General Cigar Co., Inc. ("General Cigar"), a wholly-owned subsidiary of GC
Holdings, as lessee, entered into a lease for certain agricultural land in
Connecticut and Massachusetts (the "Agricultural Lease"). The Agricultural Lease
is for approximately 500 acres of arable land held by Griffin for possible
development in the long term, but which is being used by General Cigar for
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
5
<PAGE>
Griffin's option, the Agricultural Lease may be terminated with respect to 100
acres of such land annually upon one year's prior notice. In fiscal 1999 and
fiscal 1998, GC Holdings made rental payments of $108,000 and $80,000,
respectively, to Griffin with respect to the Agricultural Lease.
Also in 1997, Griffin entered into a Services Agreement (the "Services
Agreement") with GC Holdings, pursuant to which GC Holdings provided Griffin
with certain administrative services, including internal audit, tax preparation,
legal and transportation services. The Services Agreement was terminated with
respect to all services provided by GC Holdings as of July 1998, except for
certain transportation services, with respect to which the Services Agreement
was amended and extended through June 1999. In fiscal 1999 and fiscal 1998,
Griffin incurred expenses of $150,000 and $400,000, respectively, under the
Services Agreement.
In late 1997, Griffin, as lessor, and General Cigar, as lessee, entered into
a lease for approximately 40,000 square feet of office space in the Griffin
Center South office complex in Bloomfield, Connecticut (the "Commercial Lease").
The Commercial Lease has an initial term of ten years and provides for the
extension of the lease for additional annual periods thereafter. Griffin's
rental revenue from the Commercial Lease in fiscal 1999 and fiscal 1998 was
$464,000 and $437,000, respectively. Management believes the rent payable by
General Cigar to Griffin under the Commercial Lease is at market rates.
See "Compensation Committee Report on Executive Compensation--Interlocks and
Insider Participation" on page 10 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.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation for
Mr. Danziger, Griffin's President and Chief Executive Officer and Mr. Galici,
Griffin's Vice President, Chief Financial Officer and Secretary (the "Named
Executive Officers"), as well as the total compensation paid by Griffin during
1999, 1998 and 1997 to the Named Executive Officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
------------------------------ OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS
- --------------------------- -------- -------- -------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Frederick M. Danziger................... 1999 $345,205 $93,650 $ 3,178 150,000
President and Chief Executive Officer 1998 300,000 -- 5,112 --
1997 126,213 -- 692 150,000
Anthony J. Galici....................... 1999 $171,726 $33,800 $ 4,117 15,000
Vice President, Chief Financial 1998 162,558 3,000 60,511(2) --
Officer and Secretary 1997 71,256 -- 1,688 15,000
</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 "Other Employee Benefit Plans"). No Executive Officer who
would otherwise have been includable in such table resigned or terminated
employment during 1999.
(2) Includes $56,097 for reimbursement of relocation costs.
STOCK OPTION INFORMATION
STOCK OPTION PLAN
Griffin maintains the 1997 Stock Option Plan. A total of 1,000,000 shares of
Common Stock are authorized to be made available for issuance under the 1997
Stock Option Plan. Options granted under the 1997 Stock Option Plan are either
incentive stock options or nonqualified options. The 1997 Stock Option Plan
contains certain limitations with respect to incentive stock options that are
intended to satisfy applicable Internal Revenue Code requirements. Under the
1997 Stock Option Plan, Griffin is authorized to issue options to certain
officers, employees, consultants and directors of Griffin in connection with the
services they provide to Griffin. Of the 1,000,000 shares of Common Stock
reserved for issuance under the 1997 Stock Option Plan, as of November 27, 1999,
601,707 shares were available for issuance upon the exercise of outstanding
options granted under the plan. In 1999, options to purchase 252,100 shares of
Common Stock were granted to certain directors, key employees and a consultant
of Griffin, and these options were outstanding as of November 27, 1999.
7
<PAGE>
INDIVIDUAL GRANTS
The following table sets forth the number of stock options granted to the
Named Executive Officers during fiscal 1999.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------
PERCENTAGE POTENTIAL REALIZABLE
NUMBER OF OF TOTAL VALUE AT ASSUMED ANNUAL
SECURITIES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR OPTION
OPTIONS EMPLOYEES EXERCISE OR TERM
GRANTED IN 1999 BASE PRICE EXPIRATION -----------------------
NAME (#) FISCAL YEAR ($/SHARE) DATE 5% 10%
- ---- ---------- ----------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Frederick M. Danziger (1).... 150,000 64.4% $11.219 1/11/09 $1,058,335 $2,682,029
Anthony J. Galici (2)........ 15,000 6.4% 11.219 1/11/09 105,834 268,203
</TABLE>
(1) Mr. Danziger was granted nonqualified options to purchase 150,000 shares of
Griffin's Common Stock on January 11, 1999. Such options become exercisable
in three equal installments on the third, fourth and fifth anniversaries of
the date of grant.
(2) Mr. Galici was granted incentive and nonqualified options to purchase 7,547
shares and 7,453 shares, respectively, on January 11, 1999. Such options
become exercisable in three equal installments on the third, fourth and
fifth anniversaries of the date of grant.
There were no stock options exercised by the Named Executive Officers during
fiscal 1999. The following table presents the value of unexercised options held
by the Named Executive Officers at November 27, 1999.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
SHARES UNDERLYING OPTIONS HELD OPTIONS AT
ACQUIRED VALUE AT FISCAL YEAR END(#) FISCAL YEAR END (1)
ON EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Frederick M. Danziger.............. -- -- -- 300,000 $ -- $ --
Anthony Galici..................... -- -- 7,641 30,000 67,288 --
</TABLE>
(1) The amounts presented in this column have been calculated based upon the
difference between the fair market value of $10.938 per share (the average
of the high and low prices of Griffin's Common Stock on November 26, 1999)
and the exercise price of each stock option.
On January 18, 2000 the Board of Directors awarded 10,000 options to
Mr. Galici at an exercise price of $11.219, which was equal to the fair market
price of Griffin's Common Stock at the time of the stock option grant. The
options granted include 8,913 options which may be exercised as incentive stock
options and 1,087 nonqualified options. The options granted to Mr. Galici become
exercisable in three equal installments on the third, fourth and fifth
anniversaries from the date of grant and expire ten years from the date of
grant.
OTHER EMPLOYEE BENEFIT PLANS
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. Amounts paid
under the Incentive Compensation Plans to Named Executive Officers are included
in the Summary Compensation Table on page 7.
8
<PAGE>
SAVINGS PLAN
Griffin's Board of Directors adopted the Griffin 401(k) Plan (the "Griffin
Savings Plan") in 1997 covering salaried and hourly employees of Griffin and its
subsidiaries who are employed in the U.S., are age 21 or over and have at least
one year of service. In 1999, a participating employee could have (i) deferred
up to 5% of base salary through payroll deductions, with Griffin contributing an
additional $0.60 for each dollar contributed by the employee and (ii) deferred
an additional 10% of annual base salary without receiving any matching
contributions. Highly compensated employees are limited to deferral of an
additional 3% of annual base salary without receiving any matching
contributions. Contributions made in 1999 through payroll deductions not in
excess of $10,000 per employee may have been accumulated as pre-tax savings
pursuant to Section 401(k) of the Internal Revenue Code. Participants are
permitted to allocate their contributions among several alternative investment
options. Employees are always 100% vested in their own contributions. Vesting
with respect to Griffin's matching contributions occurs at two different rates:
(i) those employees who enrolled in the Griffin Savings Plan on or before
November 1, 1997 vest at the rate of 20% per year over the first five years of
service; or (ii) those employees who enrolled in the Griffin Savings Plan after
November 1, 1997 are cliff vested after five years of service.
Griffin's matching contributions under the Griffin Savings Plan for the
accounts of the individuals named under "Summary Compensation Table" are
included under Other Annual Compensation.
DEFERRED COMPENSATION PLAN
In fiscal 1999, Griffin's Board of Directors adopted a non-qualified
deferred compensation plan (the "Deferred Compensation Plan") for certain
employees who, due to Internal Revenue Service guidelines, cannot take full
advantage of the Griffin Savings Plan. Contributions to the Deferred
Compensation Plan, which are made through payroll deductions, started in fiscal
2000. Griffin will contribute an additional $0.60 for each dollar contributed by
the employee in order to allow employees to receive matching contributions on up
to 5% of their base salary (including matching contributions under the Griffin
Savings Plan). Participants are permitted to allocate their contributions among
the same investment alternatives as the Griffin Savings Plan. Employees are
always 100% vested in their own contributions. Vesting requirements with respect
to Griffin's matching contributions, if any, are the same as under the Griffin
Savings Plan. It is anticipated that the Deferred Compensation Plan will be
unfunded, with benefits to be paid from Griffin's general assets.
INSURANCE AND HEALTH PROGRAMS
Griffin maintains a variety of employee welfare plans providing medical,
hospitalization and life insurance for all of its salaried employees and for
certain hourly employees. Griffin provides long-term disability insurance for
its salaried employees and accidental death & dismemberment insurance for
certain hourly employees. Griffin also provides life, hospitalization and
medical benefits for those retired employees who were (i) hired prior to
December 31, 1993 and had a minimum of five years of service with Griffin prior
to retirement and were 55 years of age as of December 31, 1993; or (ii) hired
prior to December 31, 1993 and had a minimum of ten years of service with
Griffin prior to retirement.
Griffin's aggregate contributions for such employee welfare benefit plans in
fiscal 1999 amounted to approximately $1.1 million.
9
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION--
INTERLOCKS AND INSIDER 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 1999.
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
President and Chief Executive Officer, are both members of the Cullman & Ernst
Group which owns Common Stock representing approximately 47.9% of Griffin's
Common Stock outstanding (see "Security Ownership of Management and Principal
Holders"). Mr. Danziger has been granted options under the Griffin Stock Option
Plan. Mr. Cullman and Mr. Ernst have not been granted any options under the
Griffin 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.
SALARY AND CASH BONUSES
Amounts paid to the Named Executive Officers made under the Incentive
Compensation Plan are included in the Summary Compensation Table on page 7. 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 Griffin Stock Option Plan. There are presently
two independent directors and approximately 35 key employees and consultants
eligible to receive options under the Griffin Stock Option Plan.
DEFERRED COMPENSATION PLAN
The Committee administers the Deferred Compensation Plan for certain
employees who, due to Internal Revenue Service guidelines, cannot take full
advantage of the Griffin Savings Plan. Contributions to the Deferred
Compensation Plan started in January 2000. There are presently 8 key employees
that participate in the Deferred Compensation Plan.
10
<PAGE>
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 GRAPH
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 7, 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 27, 1999. It is assumed in the graph that the value of each investment
was $100 at July 7, 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.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
GL&N RUSSELL 2000
<S> <C> <C>
Jul 7, 1997 100 100
Nov 29, 1997 102.12 106.88
Nov 28, 1998 86.81 99.96
Nov 27, 1999 74.89 114.09
</TABLE>
11
<PAGE>
II. SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of PricewaterhouseCoopers LLP
as independent accountants to audit the financial statements of Griffin for the
fiscal year ending December 2, 2000. This selection was recommended by the Audit
Committee of the Board of Directors. PricewaterhouseCoopers LLP and its
predecessor, Price Waterhouse LLP, have been the independent accountants for
Griffin since July 3, 1997. The fees of PricewaterhouseCoopers LLP approximated
$170,000 for all services rendered to Griffin with respect to its 1999 fiscal
year.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP.
The submission of this proposal to a vote of stockholders is not legally
required. If this selection of PricewaterhouseCoopers 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 PricewaterhouseCoopers 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 17, 2000
12
<PAGE>
APPENDIX 1 TO PROXY
STATEMENT
ONE ROCKEFELLER PLAZA
SUITE 2301
NY, NY 10020
SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
The undersigned holder of Common Stock of Griffin Land & Nurseries,
Inc. ("Griffin") 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 Griffin to be held at the Chase Conference Center, 600 Fifth Avenue, 2nd
Floor, New York, New York 10020 at 11:00 a.m. local time, on May 16, 2000 and
an adjournment or adjournments of said meeting and thereat to vote and act
with respect to all the shares of Common Stock of Griffin 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
<PAGE>
If no direction is given, this proxy will be voted FOR Please mark
items 1 and 2. The Board of Directors recommends a vote your votes as /X/
For items 1 and 2. indicated in
this example
FOR ALL WITHHELD
LISTED AS TO ALL
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.
I plan to attend the Annual Meeting. / /
SIGNATURE(S) _______________________________ DATE __________ 2000
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.
