QuickLinks -- Click here to rapidly navigate through this document


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 § 240.14a-11(c) or § 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. 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:

 
 
 
 


GRIFFIN LAND & NURSERIES, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held June 24, 2004

        PLEASE TAKE NOTICE that the Annual Meeting of Stockholders of Griffin Land & Nurseries, Inc. ("Griffin") will be held at the J.P. Morgan Chase Bank Conference Center, on the 24th day of June 2004, at 11:00 a.m., local time, to consider and act upon:

        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 May 20, 2004 are entitled to notice of, and to vote at, the Annual Meeting.

Dated: May 24, 2004


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 June 24, 2004 at the J.P. Morgan Chase Bank Conference Center at 277 Park Avenue, 18th 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 May 25, 2004. 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 authorization of the selection of PricewaterhouseCoopers LLP as independent accountants for Griffin for fiscal 2004. 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 2005 Annual Meeting of Stockholders must be received by Griffin before January 25, 2005 if such proposal is to be considered for inclusion in the 2005 proxy materials of Griffin. Any such proposal received after April 9, 2005 will be considered untimely for purposes of the 2005 Annual Meeting, and proxies delivered for the 2005 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. The solicitation and recording of proxies is being done by Griffin's registrar and transfer agent, American Stock Transfer & Trust Company.

        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 May 20, 2004 (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 4,903,062 shares of Common Stock (none of which constituted shares of treasury stock). A total of 2,327,295 shares of Common Stock, representing 47.5% of the outstanding shares of Common Stock, are held by members of the Cullman & Ernst Group (as defined herein).

1


I.    ELECTION OF DIRECTORS

        At the 2004 Annual Meeting of Stockholders, seven 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 2005 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

Name (letters refer to Committee
memberships, identified below)
   (Age) and Date
Since Which Has
Continuously
Served as a
Director of Griffin
   Principal Occupation and Business Experience During Past Five Years (1)
   Also Serves as a Director of the Following Corporations
Winston J. Churchill, Jr. (a) (b) (c)   (63 ) 1997   Managing General Partner of SCP Private Equity Partners, L.P.   Churchill Investment Partners, Inc.; CIP Capital, Inc.; Innovative Solutions and Support, Inc.; Amkor Technology, Inc.

Edgar M. Cullman
 
(86
)
1997
 
Chairman of the Board of Directors of General Cigar Holdings, Inc. (1996); Chief Executive Officer of Culbro Corporation (1962-1996)
 
Bloomingdale Properties, Inc.

Frederick M. Danziger (2)
 
(64
)
1997
 
President and Chief Executive Officer (1997); Of Counsel to Latham & Watkins (1995-1997); Member of Mudge Rose Guthrie Alexander & Ferdon (1974-1995)
 
Monro Muffler/Brake, Inc.; Bloomingdale Properties, Inc.;

John L. Ernst (3)
 
(63
)
1997
 
Chairman of the Board and President of Bloomingdale Properties, Inc.
 
Doral Financial Corporation

Thomas C. Israel (a) (b) (c)
 
(60
)
2000
 
Chairman of A.C. Israel Enterprises, Inc.
 
Asbury Automotive Group, Inc.

David F. Stein (a) (b) (c)
 
(63
)
1997
 
Vice Chairman of J&W Seligman & Co. Inc. (1996); Managing Director of J&W Seligman & Co. Inc. (1990-1996)
 
 

Alan Plotkin
 
(58
)
—
 
Practicing attorney and private investor
 
Lapp Insulator Company; Suturtek, Inc.

Member of the: (a) Audit Committee; (b) Compensation Committee; and (c) Nominating 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.

        The Board of Directors held six meetings during fiscal 2003. Griffin's Board of Directors has an Audit Committee, a Compensation Committee and a Nominating Committee. Committee memberships of the Board of Directors are indicated in the above table. Directors as a whole attended 97% of the aggregate of all Board and Committee meetings (of Committees of which they were members).

        The Company encourages, but does not require, Board Members to attend the annual meeting of stockholders. Last year, five of the six Board Members attended the annual meeting of stockholders.

2


Compensation of Directors

        Members of the Board of Directors who are not employees of Griffin received $15,000 per year and $750 for each Board and Committee meeting attended. Effective January 1, 2003, Committee Chairmen received $5,000 per year. 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, upon initial election or appointment to the Board of Directors, options exercisable for that number of shares of Common Stock equal to the ratio of $60,000 to the fair market price per share as of the date of such initial election or appointment at an exercise price that is the fair market price at the time of grant. Directors who are not members of the Cullman & Ernst Group also receive, upon their reelection to the Board, options exercisable for that number of shares of Common Stock equal to the ratio of $40,000 to the fair market price per share as of the date of their reelection to the Board at an exercise price that is the fair market price at the time of grant. In fiscal 2003, Griffin granted Mr. Israel, Mr. Churchill, Jr., and Mr. Stein each options exercisable for 3,388 shares of Common Stock, and expects to grant additional options to Messrs. Churchill, Jr., Israel, Stein and Plotkin in fiscal 2004 consistent with the Griffin Stock Option Plan.

Board Independence

        Under Nasdaq rules, an "independent director" of a company means a person who is not an officer or employee of the company or its subsidiaries and, in the opinion of the company's board of directors, does not have a relationship with the company that would interfere with the exercise of independent judgment in carrying out the responsilibities of a director. The Board has determined that Messrs. Churchill, Jr., Israel, Plotkin and Stein would qualify as independent directors under Nasdaq rules.

Executive Officer who is not a Director

Name
   Age
   Principal Occupation
During the Past Five Years
Anthony J. Galici   46   Vice President, Chief Financial Officer and Secretary of Griffin since April 1997; Vice President and Assistant Controller of Culbro Corporation from January 1996 until March 1997. Prior to January 1996, he was Assistant Controller of Culbro Corporation.

Audit Committee

        Griffin's Audit Committee consists of David F. Stein, Chairman, Winston J. Churchill, Jr. and Thomas C. Israel. All of the members of the Audit Committee are independent directors. None of the members of the Audit Committee is considered an audit committee financial expert as defined by Item 401(h) of Regulation S-K of the Securities and Exchange Act of 1934. The Audit Committee engaged an accounting and auditing firm as an advisor to the Audit Committee in carrying out its responsibilities, represented by a partner who is a certified public accountant with extensive experience in auditing the financial statements of public and private companies. Griffin has also engaged that accounting and auditing firm to assist in Griffin's preparation for compliance with certain provisions of the Sarbanes-Oxley Act of 2002. 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 six meetings in fiscal 2003 and expects to recommend to the Board of Directors the selection of PricewaterhouseCoopers LLP as independent accountants (see "Selection of Independent Accountants").

3


Nominating Committee

        Griffin's Nominating Committee consists of Thomas C. Israel, Chairman, Winston J. Churchill, Jr. and David F. Stein. All of the members of the Nominating Committee are independent. The Nominating Committee reviews candidates for appointment to the Griffin Board of Directors. The Nominating Committee does not have a policy on the consideration of board nominees recommended by stockholders. The Nominating Committee believes such a policy is not necessary in that it will consider nominees based on a nominee's qualifications, regardless of whether the nominee is recommended by stockholders. The Nominating Committee does not have a charter and did not meet in fiscal 2003.

        The nomination of Alan Plotkin to become a director was made by the Nominating Committee in fiscal 2004. Mr. Plotkin was recommended to the Nominating Committee by a member of that committee.

Communication with the Board or Nominating Committee

        Stockholders who wish to communicate with the Board of Directors or the Nominating Committee should address their communications to Thomas C. Israel, Chairman of the Nominating Committee, via first class mail at Griffin Land & Nurseries, Inc., One Rockefeller Plaza, Suite 2301, New York, New York, 10020.

        For information about the Compensation Committee, see "Compensation Committee Report on Executive Compensation—Interlocks and Insider Participation" on page 12.


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 copies of other such forms received by it, Griffin believes that with respect to fiscal 2003, all such Section 16(a) filing requirements were satisfied. The stock option ownership of the officers is disclosed in the stock option table set forth below and the description of stock option grants to directors is disclosed under the heading "Compensation of Directors."

4


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 May 20, 2004.

Name and Address (1)
   Shares Beneficially Owned(2)
   Percent of Total
Edgar M. Cullman (3)   975,570   17.8
Edgar M. Cullman, Jr. (3)   946,038   17.3
Louise B. Cullman (3)   846,775   15.5
Susan R. Cullman (3)   990,627   18.1
Frederick M. Danziger (3)   526,320   9.6
Lucy C. Danziger (3)   796,308   14.6
John L. Ernst (3)   420,650   7.7
Winston J. Churchill, Jr.
    CIP Capital LP,
    435 Devon Park Drive, Wayne, PA 19087		   52,849   *
Thomas C. Israel
    AC Israel Enterprises, Inc.
    707 Westchester Ave., White Plains, NY 10604		   22,661   *
David F. Stein
    J & W Seligman & Co.,
    100 Park Ave., New York, NY 10017		   51,661   *
Anthony J. Galici
    Griffin Land & Nurseries, Inc.,
    90 Salmon Brook St., Granby, CT 06035		   48,080   *
Alan Plotkin
    The Law Offices of Alan Plotkin
    18 East 48th Street
    New York, NY 10017		   —   —
B. Bros Realty LLC (4)   233,792   4.3
Gabelli Funds Inc. et al (5)
    Gabelli Funds, Inc.
    One Corporate Center, Rye, NY 10580		   1,503,200   27.5
All directors and officers collectively, consisting of 7 persons (6)   2,100,163   38.4
*
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 May 20, 2004, a group (the

5

(3)
Included within the shares shown as beneficially owned by Edgar M. Cullman are 864,432 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 715,146 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 902,862 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 726,586 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)
Susan R. Cullman and John L. Ernst are the voting members of B. Bros. Realty LLC.

(5)
A form filed with the Commission in July 1997 by Gabelli Funds, Inc. et al, as subsequently amended, indicates that the securities have been acquired by Gabelli Group Capital Partners, Inc. et al and its wholly-owned subsidiaries on behalf of their investment advisory clients. Griffin has been informed that no individual client of Gabelli Group Capital Partners, Inc. et al 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 $50,000 per year.

6


        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 Common Stock of GC Holdings. Prior to the distribution of the common stock of Griffin to Culbro stockholders in 1997 (the "Distribution"), 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 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 2003, fiscal 2002 and fiscal 2001, General Cigar made rental payments of $148,000, $147,000 and $144,000, respectively, to Griffin with respect to the Agricultural Lease.

        Also in 1997, Griffin entered into a Services Agreement (the "Services Agreement") with Culbro. Pursuant to the Services Agreement, Culbro, and its successor, GC Holdings, provided Griffin, for a period of one year after the Distribution, 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 March 2002, at which time it was not renewed. In fiscal 2002 and fiscal 2001, Griffin paid $55,000 and $109,000, respectively, to GC Holdings 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 2003, fiscal 2002 and fiscal 2001 was $504,000, $508,000 and $506,000, 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 12 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.

7


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 fiscal years 2003, 2002 and 2001 to the Named Executive Officers. There are no other executive officers of Griffin.


Summary Compensation Table

 
    
    
    
    
   Long Term
Compensation
Awards
 
   Annual Compensation
    
Name and Principal Position
   Other Annual
Compensation(1)
   Securities
Underlying
Options
  Year
   Salary
   Bonus
Frederick M. Danziger
President and Chief Executive Officer		   2003
2002
2001		   $

 433,078
413,858
398,086		   $

 —
—
261,000		   $

 13,504
12,727
12,312		   —
—
—

Anthony J. Galici
Vice President, Chief Financial Officer and Secretary
 
2003
2002
2001
 
$
208,558
194,615
188,846
 
$
—
—
123,000
 
$
15,766
14,559
14,199
 
—
—
7,500
(1)
Amounts shown under Other Annual Compensation include matching contributions made by Griffin under its Savings Plan and its Deferred Compensation Plan and other miscellaneous cash benefits (see "Other Employee Benefit Plans"). No Executive Officer who would otherwise have been includable in such table resigned or terminated employment during fiscal years 2003, 2002 and 2001.


STOCK OPTION INFORMATION

Stock Option Plan

        Griffin maintains the 1997 Stock Option Plan. A total of 1,250,000 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 1,250,000 shares of Common Stock reserved for issuance under the 1997 Stock Option Plan, as of November 29, 2003, 659,542 shares were available for issuance upon the exercise of outstanding options granted under the plan. In fiscal 2003, options to purchase 16,164 shares of Common Stock were granted to certain directors and key employees of Griffin, all of which were outstanding as of November 29, 2003.

8

Individual Grants

        There were no stock options granted to the Named Executive Officers nor were there any Options exercised by Named Executive Officers during fiscal 2003. The following table presents the value of unexercised options held by the Named Executive Officers at November 29, 2003.

 
    
    
   Value of Unexercised
In-the-Money
Options at
Fiscal Year End (1)
 
   Number of Securities
Underlying Options Held
at Fiscal Year End(#)
Name
  Exercisable
   Unexercisable
   Exercisable
   Unexercisable
Frederick M. Danziger   250,000   50,000   $ 199,375   $ 83,000
Anthony J. Galici   33,762   19,167     100,869     47,233
(1)
The amounts presented in this column have been calculated based upon the difference between the fair market value of $14.91 per share (the average of the high and low prices of Griffin's Common Stock on November 28, 2003) and the exercise price of each stock option.


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 8.

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 2003, 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 2003 through payroll deductions not in excess of $12,000 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 three 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

        Griffin's Board of Directors adopted a non-qualified deferred compensation plan (the "Deferred Compensation Plan") in fiscal 1999 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, are made through payroll deductions. Griffin contributes an additional $0.60 for each dollar contributed by

9


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. The Deferred Compensation Plan is 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 2003 amounted to approximately $826,000.

10


AUDIT COMMITTEE REPORT

Membership and Role of the Audit Committee

        The Audit Committee is currently comprised of Mr. Stein, Chairman, Mr. Churchill, Jr. and Mr. Israel. Each of the members of the Audit Committee is independent as defined under the rules of the Nasdaq Stock Market. The Audit Committee operates under a written charter adopted by the Board of Directors.

        The primary function of the Audit Committee is to assist Griffin's Board of Directors with its oversight responsibilities regarding: (i) the integrity of Griffin's financial statements; (ii) Griffin's compliance with legal and regulatory requirements; (iii) the independent auditor's qualifications and independence; and (iv) the performance of the independent auditor. The Committee prepares the report required by the rules of the Securities and Exchange Commission (the "SEC") to be included in this annual proxy statement.

        The Audit Committee's powers and responsibilities include: (1) the sole authority for the appointment, compensation, retention and oversight of the independent auditor; (2) the pre-approval of audit and non-audit services by the independent auditor; (3) the review of independence of the independent auditor; (4) the ongoing review of all related party transactions; (5) the establishment of procedures for the receipt, retention and treatment of complaints received by Griffin regarding accounting, internal accounting controls or auditing matters; and (6) the regular reporting to the Board of any issues that arise with respect to the quality or integrity of Griffin's financial statements.

Audit Committee Charter

        On March 28, 2003, the Board of Directors approved and adopted an amended Audit Committee Charter.

Review of the Company's Audited Financial Statements for the Fiscal Year Ended November 29, 2003

        The Audit Committee has reviewed and discussed the audited financial statements of Griffin for the fiscal year ended November 29, 2003 with Griffin's management. The Audit Committee has discussed with PricewaterhouseCoopers LLP, Griffin's independent public accountants, the matters required to be discussed by Statement on Auditing Standards No. 61 and No. 90 (Audit Committee Communications).

        The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees). The Audit Committee has discussed the independence of PricewaterhouseCoopers LLP with that firm.

        Based on the Audit Committee's review and discussions noted above, the Audit Committee recommended to the Board of Directors that Griffin's audited financial statements be included in Griffin's Annual Report on Form 10-K for the fiscal year ended November 29, 2003 for filing with the SEC.

  Submitted By:   David F. Stein
  Winston J. Churchill, Jr.
  Thomas C. Israel

        The Board Audit Committee Report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filings under the Securities Act or the Exchange Act, except to the extent that Griffin specifically incorporates this information by reference and shall not otherwise be deemed filed under such Acts.

11


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 three meetings in the fiscal year ended November 29, 2003.

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 47.72% 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

        Salaries paid to the Named Executive Officers are based on responsibility, experience and performance. Amounts paid to the Named Executive Officers made under the Incentive Compensation Plan are included in the Summary Compensation Table on page 8. 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 three independent directors and approximately 25 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. There are presently 14 key employees that participate in the Deferred Compensation Plan.

12

Compensation Committee

Winston J. Churchill, Jr.

Thomas C. Israel

David F. Stein

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 November 28, 1998 to November 29, 2003. It is assumed in the graph that the value of each investment was $100 at November 28, 1998. 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.

CHART

13


II.    SELECTION OF INDEPENDENT ACCOUNTANTS

        The Board of Directors is considering selecting the firm of PricewaterhouseCoopers LLP as independent accountants to audit the financial statements of Griffin for the fiscal year ending November 27, 2004. This selection is being considered 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 1997.

        The following is a summary of the fees incurred by Griffin from PricewaterhouseCoopers LLP for professional services rendered for fiscal 2003 and fiscal 2002:

 
   Fiscal 2003 Fees
   Fiscal 2002 Fees
Audit fees   $ 187,687   $ 184,651
Audit-related fees     10,948     10,793
Tax fees     88,850     76,900
All other fees     —     —
   
 
    $ 287,485   $ 272,344
   
 

        Audit fees consist of fees incurred for professional services rendered for the audit of Griffin's consolidated financial statements (including review of certain financial information of Griffin's equity investee) and review of Griffin's interim consolidated financial statements. Audit-related fees consist of fees incurred for professional services rendered for the audit of Griffin's Savings Plan. Tax fees consist of fees incurred for professional services relating to tax compliance, tax reporting and tax planning. There were no consulting fees paid to PricewaterhouseCoopers LLP in fiscal 2003 and fiscal 2002.

        The Audit Committee's policy is to preapprove all audit, audit-related and tax services to be provided by the independent auditors. During fiscal 2003, all audit, audit-related and tax services were preapproved by the Audit Committee, except for services (the fees for which were less than 10% of the total fees paid to PricewaterhouseCoopers LLP) related to the review of certain financial information of Griffin's equity investee, which were approved after the services were performed. The Audit Committee has considered the non-audit services provided by PricewaterhouseCoopers LLP and determined that the services provided were compatible with maintaining PricewaterhouseCoopers LLP's independence.

        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. In making its selection of independent accountants, the Board of Directors will consider whether stockholders adopt this proposal. The Board of Directors may, in its discretion, whether or not this proposal is adopted, select PricewaterhouseCoopers LLP or another firm as independent accountants, or replace PricewaterhouseCoopers LLP as independent accountants at a later date, without the approval of stockholders. 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.,

14


Washington, DC 20549. In addition, a limited number of copies are available at Griffin's offices and may be obtained upon written request to:

Dated: May 20, 2004

15


GRIFFIN LAND & NURSERIES, INC.

PROXY

ONE ROCKEFELLER PLAZA
SUITE 2301
NEW YORK, 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 J.P. Morgan Chase Bank Conference Center, 277 Park Avenue, 18th floor, New York, New York 10172 at 11:00 a.m. local time, on June 24, 2004 and any 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)

FOLD AND DETACH HERE

If no direction is given, this proxy will be voted For Items 1 and 2. The Board of Directors recommends a vote For items 1 and 2.   Please mark
your votes as
indicated in
this example		   /X/

No. 1—ELECTION OF DIRECTORS.
NOMINEES ARE LISTED BELOW:
01 Winston J. Churchill, Jr.;
02 Edgar M. Cullman;
03 Frederick M. Danziger;
04 John L. Ernst;
05 Thomas C. Israel;
06 Alan Plotkin and
07 David F. Stein
 
FOR ALL
LISTED
NOMINEES
 / /
 
WITHHELD
AS TO ALL
NOMINEES
 / /
 
 
 
No. 2—Authorization of the Selection of
Independent Accountants.
 
FOR
 / /
 
AGAINST
 / /
 
ABSTAIN
 / /

(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below.)
 
 
 
I plan to attend the Annual Meeting.
 
/ /
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Signature  
      Date  
  2004

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




QuickLinks

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
GRIFFIN LAND & NURSERIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held June 24, 2004
GRIFFIN LAND & NURSERIES, INC. ONE ROCKEFELLER PLAZA NEW YORK, NEW YORK 10020
PROXY STATEMENT
GENERAL
I. ELECTION OF DIRECTORS
INFORMATION CONCERNING DIRECTORS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL HOLDERS
INTERESTS IN CERTAIN TRANSACTIONS
EXECUTIVE COMPENSATION
Summary Compensation Table
STOCK OPTION INFORMATION
OTHER EMPLOYEE BENEFIT PLANS
AUDIT COMMITTEE REPORT
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION— INTERLOCKS AND INSIDER PARTICIPATION
STOCK PERFORMANCE GRAPH
II. SELECTION OF INDEPENDENT ACCOUNTANTS
GRIFFIN LAND & NURSERIES, INC. PROXY ONE ROCKEFELLER PLAZA SUITE 2301 NEW YORK, NY 10020 SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
(Continued, and to be signed, on the other side) FOLD AND DETACH HERE
FOLD AND DETACH HERE