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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-29288
NOTIFICATION OF LATE FILING
|_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q |_| Form N-SAR
For Period Ended: May 27, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
GRIFFIN LAND & NURSERIES, INC.
One Rockefeller Plaza
New York, New York 10020
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and
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|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, Form 20-F, Form 11-K, Form 10-Q and Form 10-QSB, Form N-SAR, or the
transition report or portion thereof could not be filed within the prescribed
period.
The Registrant will not be able to file its Report on Form 10-Q for
the thirteen weeks ended May 27, 2000 within forty-five days of the balance
sheet date because of a potential accounting issue related to its equity
investee, Centaur Communications, Ltd. ("Centaur"), a privately-held publisher
of business magazines in the United Kingdom. The Registrant holds
approximately 35% of the outstanding common stock of Centaur and accounts for
this investment utilizing the equity method. The accounting issue is in
connection with the timing of revenue recognition, on certain of Centaur's
products, in accordance with generally accepted accounting principles in the
United States. The resolution of this accounting issue may require
restatement of the Registrant's previously reported financial statements. The
Registrant hereby requests an extension of time to gather the information and
make any required corrections to the application of the equity method.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Anthony Galici (860) 653-4541
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such reports(s) been filed? If the answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Previously reported financial statements of the Registrant may need
to be restated because of the accounting issue related to the potential
adjustment of amounts reported as equity income/loss from Centaur, as
discussed above. An estimate of any potential adjustment is currently being
determined. Although the Registrant is unable to determine which reporting
periods, if any, will be subject to restatement, they may include the
corresponding period from the Registrant's last fiscal year.
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GRIFFIN LAND & NURSERIES, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date July 11, 2000 By /s/ Anthony Galici
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Vice President, Chief Financial
Officer and Secretary
