================================================================================ 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 February 27, 2004 (Date of earliest event reported) 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 ================================================================================ Item 9. Regulation FD Disclosure - ------- ------------------------ Griffin Land & Nurseries, Inc. ("Griffin") today announced that Griffin and the other principal shareholders of Centaur Communications, Ltd. ("Centaur") have executed a Share Acquisition Agreement providing for the sale of all of the A, B and C Ordinary Shares in Centaur. Griffin's February 27, 2004 Press Release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 9. The foregoing information is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Griffin. 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, Chief Financial Officer and Secretary Dated: February 27, 2004 - --------------------------------------------------------------------------------