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SCHEDULE 14A INFORMATION


PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

         Filed by the Registrant    /X/

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/ /   Preliminary Proxy Statement
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/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)

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GRIFFIN LAND & NURSERIES, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held May 16, 2003

        PLEASE TAKE NOTICE that the Annual Meeting of Stockholders of Griffin Land & Nurseries, Inc. ("Griffin") will be held at the J.P. Morgan Chase & Co. Conference Center at 140 East 45th Street, 20th Floor, New York, New York, on the 16th day of May 2003, 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 April 11, 2003 are entitled to notice of, and to vote at, the Annual Meeting.

Dated: April 21, 2003


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, 2003 at the J.P. Morgan Chase & Co. Conference Center at 140 East 45 Street, 20th 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 21, 2003. 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 2003. 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 2004 Annual Meeting of Stockholders must be received by Griffin before December 23, 2003 if such proposal is to be considered for inclusion in the 2004 proxy materials of Griffin. Any such proposal received after March 7, 2004 will be considered untimely for purposes of the 2004 Annual Meeting, and proxies delivered for the 2004 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 April 11, 2002 (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 4,876,916 shares of Common Stock (none of which constituted shares of treasury stock). A total of 2,327,295 shares of Common Stock, representing 47.8% of the outstanding shares of Common Stock, are held by members of the Cullman & Ernst Group (as defined herein).

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I.    ELECTION OF DIRECTORS

        At the 2003 Annual Meeting of Stockholders, six 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 2004 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)   (62 ) 1997   Managing General Partner of SCP Private Equity Partners, L.P.   Churchill Investment Partners, Inc.; CIP Capital, Inc.; Innovative Solutions and Support, Inc.; USDATA Corporation; Amkor Technology, Inc.

Edgar M. Cullman
 
(85
)
1997
 
Chairman of the Board of Directors of General Cigar Holdings, Inc. (1996); Chief Executive Officer of Culbro Corporation (1962-1996)
 
Centaur Communications, Ltd.; Bloomingdale Properties, Inc.

Frederick M. Danziger (2)
 
(63
)
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.; Centaur Communications, Ltd.

John L. Ernst (3)
 
(62
)
1997
 
Chairman of the Board and President of Bloomingdale Properties, Inc.
 
Doral Financial Corporation

Thomas C. Israel (a) (b) (c)
 
(59
)
2000
 
Chairman of A.C. Israel Enterprises, Inc.
 
Asbury Automotive Group, Inc.

David F. Stein (a) (b) (c)
 
(62
)
1997
 
Vice Chairman of J&W Seligman & Co. Inc. (1996); Managing Director of J&W Seligman & Co. Inc. (1990-1996)
 
 

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 2002. 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 92% of the aggregate of all Board and Committee meetings (of Committees of which they were members).

        Members of the Board of Directors who are not employees of Griffin received $15,000 per year and $750 for each Board and Committee meeting attended. Effective January 1, 2003, Committee Chairmen receive $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

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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 2002, Griffin granted Mr. Israel, Mr. Churchill, Jr., and Mr. Stein each options exercisable for 2,661 shares of Common Stock, and expects to grant additional options to Messrs. Churchill, Jr., Israel and Stein in fiscal 2003 consistent with the Griffin Stock Option Plan.

Executive Officer who is not a Director

Name
   Age
   Principal Occupation
During the Past Five Years
Anthony J. Galici   45   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

        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 four meetings in fiscal 2002 and expects to recommend to the Board of Directors the selection of PricewaterhouseCoopers LLP as independent accountants (See "Selection of Independent Accountants").

Nominating Committee

        The Nominating Committee reviews candidates for appointment to the Griffin Board of Directors. The Nominating Committee did not meet in fiscal 2002.

        For information about the Compensation Committee, see "Compensation Committee Report on Executive Compensation—Interlocks and Insider Participation" on page 11.


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, Grifin believes that with respect to fiscal 2002, 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."

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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 April 11, 2003.

Name and Address (1)
   Shares Beneficially Owned(2)
   Percent of Total
Edgar M. Cullman (3)   977,342   18.5
Edgar M. Cullman, Jr. (3)   946,038   17.9
Louise B. Cullman (3)   846,775   16.0
Susan R. Cullman (3)   758,607   14.3
Frederick M. Danziger (3)   476,320   9.0
Lucy C. Danziger (3)   1,043,992   19.7
John L. Ernst (3)   421,250   8.0
Winston J. Churchill, Jr.
    CIP Capital LP,
    435 Devon Park Drive, Wayne, PA 19087		   54,000   1.0
Thomas C. Israel
    AC Israel Enterprises, Inc.
    707 Westchester Ave., White Plains, NY 10604		   20,000   *
David F. Stein
    J & W Seligman & Co.,
    100 Park Ave., New York, NY 10017		   49,000   *
Anthony J. Galici
    Griffin Land & Nurseries, Inc.,
    90 Salmon Brook St., Granby, CT 06035		   37,246   *
B. Bros Realty Limited Partnership (4)   233,792   4.4
Gabelli Funds Inc. et al (5)
    Gabelli: Funds, Inc.
    One Corporate Center, Rye, NY 10580		   1,503,200   28.4
All directors and officers collectively, consisting of 7 persons (6)   2,035,158   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 December 1, 2001, 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

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(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 outstanding stock options and also excluded 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)
Lucy C. Danziger and John L. Ernst are the general partners of B. Bros. Realty Limited Partnership.

(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 approximately $50,000 per year.

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        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 2002, fiscal 2001 and fiscal 2000, General Cigar made rental payments of $147,000, $144,000 and $148,000, 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. In fiscal 2002, fiscal 2001 and fiscal 2000, Griffin paid $55,000, $109,000 and $141,000, 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 2002, fiscal 2001 and fiscal 2000 was $655,000, $571,000 and $511,000, 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 11 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.

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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 2002, 2001 and 2000 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		   2002
2001
2000		   $

 413,858
398,086
386,538		   $

 —
261,000
111,000		   $

 12,727
12,312
12,138		   —
—
—

Anthony J. Galici
Vice President, Chief Financial Officer and Secretary
 
2002
2001
2000
 
$
194,615
188,846
180,577
 
$
—
123,000
48,000
 
$
14,559
14,199
5,923
 
—
7,500
10,000
(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 2002, 2001 and 2000.


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 30, 2002, 656,078 shares were available for issuance upon the exercise of outstanding options granted under the plan. In fiscal 2002, options to purchase 32,983 shares of Common Stock were granted to certain directors and key employees of Griffin, all of which were outstanding as of November 30, 2002.

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Individual Grants

        There were no stock options granted to the Named Executive Officers during fiscal 2002. The following table presents the number of options exercised by Named Executive Officers during fiscal 2002 and the value of unexercised options held by the Named Executive Officers at November 30, 2002.

 
    
    
    
    
   Value of Unexercised
In-the-Money
Options at
Fiscal Year End (1)
 
    
    
   Number of Securities
Underlying Options Held
at Fiscal Year End(#)
 
   Shares
Acquired
on Exercise
(#)
    
Name
   Value
Realized
($)
  Exercisable
   Unexercisable
   Exercisable
   Unexercisable
Frederick M. Danziger   —   $ —   200,000   100,000   $ 31,500   $ 63,000
Anthony J. Galici   2,212     27,110   25,429   27,500     66,188     39,510
(1)
The amounts presented in this column have been calculated based upon the difference between the fair market value of $13.88 per share (the average of the high and low prices of Griffin's Common Stock on November 29, 2002) and the exercise price of each stock option.

        There were no stock options exercised by any Named Executive Officer in fiscal 2001 and fiscal 2000.


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.

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 2002, 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 2002 through payroll deductions not in excess of $11,000 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,

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are made through payroll deductions. Griffin contributes 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. 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 2002 amounted to approximately $800,000.

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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 shall prepare 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, which is attached to this Proxy Statement as Appendix A.

Review of the Company's Audited Financial Statements for the Fiscal Year Ended December 1, 2001

        The Audit Committee has reviewed and discussed the audited financial statements of Griffin for the fiscal year ended November 30, 2002 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) and from Griffin. 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 30, 2002 for filing with the SEC.

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

        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.

10


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 did not hold any meetings in the fiscal year ended November 30, 2002, however it did meet on December 18, 2002.

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 47.8% 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 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.

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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 29, 1997 to November 30, 2002. It is assumed in the graph that the value of each investment was $100 at November 29, 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.

CHART

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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 29, 2003. 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.

Audit Fees

        The amounts paid to PricewaterhouseCoopers LLP for audit fees and audit related fees were $184,651 and $10,793, respectively, for fiscal 2002 and $130,925 and $54,783, respectively, for fiscal 2001.

All Other Fees

        The amounts paid to PricewaterhouseCoopers LLP for tax compliance and tax consulting fees were $76,900 for fiscal 2002 and $62,700 for fiscal 2001. There were no consulting fees paid to PricewaterhouseCoopers LLP in fiscal 2002 and fiscal 2001. 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., 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: April 21, 2003

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Appendix A

        AUDIT COMMITTEE CHARTER
of the Audit Committee
of Griffin Land & Nurseries, Inc.

        This Audit Committee Charter was adopted by the Board of Directors (the "Board") of Griffin Land & Nurseries, Inc. (the "Company") on March 28, 2003.

I.    Purpose

        The purpose of the Audit Committee (the "Committee") is to assist the Board with its oversight responsibilities regarding: (i) the integrity of the Company's financial statements; (ii) the Company'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 shall prepare the report required by the rules of the Securities and Exchange Commission (the "SEC") to be included in the Company's annual proxy statement.

        In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company's bylaws. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee's sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.

        Notwithstanding the foregoing, the Committee's responsibilities are limited to oversight. Management of the Company is responsible for the preparation, presentation and integrity of the Company's financial statements as well as the Company's financial reporting process, accounting policies, internal audit function, internal accounting controls and disclosure controls and procedures. The independent auditor is responsible for performing an audit of the Company's annual financial statements, expressing an opinion as to the conformity of such annual financial statements with generally accepted accounting principles and reviewing the Company's quarterly financial statements. It is not the responsibility of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosure are complete and accurate and in accordance with generally accepted accounting principles and applicable laws, rules and regulations. Each member of the Committee shall be entitled to rely on the integrity of those persons within the Company and of the professionals and experts (including the Company's independent auditor) from which the Committee receives information and, absent actual knowledge to the contrary, the accuracy of the financial and other information provided to the Committee by such persons, professionals or experts.

        Further, auditing literature, particularly Statement of Accounting Standards No. 71, defines the term "review" to include a particular set of required procedures to be undertaken by independent auditors. The members of the Committee are not independent auditors, and the term "review" as used in this Charter is not intended to have that meaning and should not be interpreted to suggest that the Committee members can or should follow the procedures required of auditors performing reviews of financial statements.

II.    Membership

        The Committee shall consist of at least three members of the Board. Each Committee member must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement. Members of the Committee are not required to be engaged in the accounting and auditing profession and, consequently, some members may not be expert in financial matters, or in matters involving auditing or accounting. Each Committee member shall satisfy the independence requirements of the Nasdaq Stock Market and Rule 10A-3(b)(1) under the Securities

Exchange Act of 1934, as amended (the "Exchange Act"). If no member of the Committee is considered a "Financial Expert" within the definition of the SEC, the Committee will engage a "Financial Expert" as defined by the SEC to provide such service as the Committee deems necessary.

        The members of the Committee, including the Chair of the Committee, shall be appointed by a majority of independent directors of the Board. Committee members may be removed from the Committee, with or without cause, by the Board.

III.  Meetings and Procedures

        The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company's bylaws that are applicable to the Committee.

        The Committee shall meet at least once during each fiscal quarter and more frequently as the Committee deems desirable. The Committee shall meet separately, periodically, with management and with the independent auditor.

        All non-management directors that are not members of the Committee may attend and observe meetings of the Committee, but shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may, at its discretion, include in its meetings members of the Company's management, representatives of the independent auditor, any other financial personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate. Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate, including, but not limited to, any non-management director that is not a member of the Committee.

        The Committee may retain any independent counsel, experts or advisors (accounting, financial or otherwise) that the Committee believes to be necessary or appropriate. The Committee may also utilize the services of the Company's regular legal counsel or other advisors to the Company. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report and to any advisors employed by the Committee.

        The Committee may conduct or authorize investigations into any matters within the scope of the powers and responsibilities delegated to the Committee.

IV.  Powers and Responsibilities

        1.    Appointment and Oversight.    The Committee shall be directly responsible and have sole authority for the appointment, compensation, retention and oversight of the work of the independent auditor (including resolution of any disagreements between Company management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Company, and the independent auditor shall report directly to the Committee.

        2.    Pre-Approval of Services.    Before the independent auditor is engaged by the Company or its subsidiaries to render audit or non-audit services, the Committee shall pre-approve the engagement. Committee pre-approval of audit and non-audit services will not be required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Committee regarding the Company's engagement of the independent auditor, provided the policies and procedures are detailed as to the particular service, the Committee is informed of each service provided and such policies and procedures do not include delegation of the Committee's responsibilities under the Exchange Act to the Company's management. The Committee may delegate to one or more designated members of

2

the Committee the authority to grant pre-approvals, provided such approvals are presented to the Committee at a subsequent meeting. If the Committee elects to establish pre-approval policies and procedures regarding non-audit services, the Committee must be informed of each non-audit service provided by the independent auditor. Committee pre-approval of non-audit services (other than review and attest services) also will not be required if such services fall within available exceptions established by the SEC.

        3.    Independence of Independent Auditor.    The Committee shall, at least annually, review the independence of the independent auditor and the experience and qualifications of the independent auditor's senior personnel that are providing audit services to the Company. In conducting its review:

        1.    Meetings with Management, the Independent Auditor and the Internal Auditor.    

        2.    Separate Meetings with the Independent Auditor.    

3

        3.    Recommendation to Include Financial Statements in Annual Report.    The Committee shall, based on the review and discussions in paragraphs 4(iii) and 5(iii) above, and based on the disclosures received from the independent auditor regarding its independence and discussions with the auditor regarding such independence pursuant to subparagraph 3(ii) above, determine whether to recommend to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year subject to the audit.

        1.    Meetings with Management and the Independent Auditor.    The Committee shall review and discuss the quarterly financial statements with management and the independent auditor, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        1.    The Committee shall review all related party transactions on an ongoing basis and all such transactions must be approved by the Committee.

        2.    The Committee shall discuss with management and the independent auditor any correspondence from or with regulators or governmental agencies, any employee complaints or any published reports that raise material issues regarding the Company's financial statements, financial reporting process, accounting policies or internal audit function.

        3.    The Committee shall discuss with the Company's outside counsel any legal matters brought to the Committee's attention that could reasonably be expected to have a material impact on the Company's financial statements.

        4.    The Committee shall request assurances from management and the Company's independent auditors that the Company's foreign subsidiaries and foreign affiliated entities, if any, are in conformity with applicable legal requirements, including disclosure of affiliated party transactions.

        5.    The Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters. The Committee shall also establish procedures for the confidential and anonymous submission by employees regarding questionable accounting or auditing matters.

        6.    The Committee shall provide the Company with the report of the Committee with respect to the audited financial statements required by Item 306 of Reg. S-K, for inclusion in each of the Company's annual proxy statements.

        7.    The Committee, through its Chair, shall report regularly to, and review with, the Board any issues that arise with respect to the quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, the performance and independence of the Company's independent auditor or any other matter the Committee determines is necessary or advisable to report to the Board.

        8.    The Committee shall at least annually perform an evaluation of the performance of the Committee and its members, including a review of the Committee's compliance with this Charter.

        9.    The Committee shall at least annually review and reassess this Charter and submit any recommended changes to the Board for its consideration.

4


GRIFFIN LAND & NURSERIES, INC.

PROXY

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 J.P. Morgan Chase & Co. Conference Center, 140 East 45th Street, 20th Floor, New York, New York 10017 at 11:00 a.m. local time, on May 16, 2003 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 and
06 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  
  2003

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 May 16, 2003
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 NY, 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