changeincertifyingaccountant.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
March 25,
2008
(Date of
earliest event reported)
GRIFFIN
LAND & NURSERIES, INC.
(Exact name of registrant as specified
in charter)
Delaware
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06-0868496
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification Number)
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Commission
File Number
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1-12879
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One
Rockefeller Plaza, New York, New York
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10020
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
Telephone Number including Area Code
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(212)
218-7910
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(Former
name or former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01
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Changes
in Registrant’s Certifying
Accountant.
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(a)
Previous independent registered public accounting firm.
On March
25, 2008, the Audit Committee of the Board of Directors of Griffin Land &
Nurseries, Inc. (“Griffin”) dismissed PricewaterhouseCoopers LLP (“PwC”) as
Griffin’s independent registered public accounting firm.
PwC’s reports on Griffin’s consolidated
financial statements as of and for the fiscal years ended December 2, 2006 and
December 1, 2007 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principle.
During Griffin’s fiscal years ended
December 2, 2006 and December 1, 2007 and the subsequent period through March
25, 2008, Griffin has not had any disagreements with PwC on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to PwC’s satisfaction,
would have caused PwC to make reference thereto in their reports on the
financial statements for such years. Also during this period, there
have been no reportable events as that term is described in Item 304(a)(1)(v) of
Regulation S-K.
Griffin provided PwC with a copy of the
disclosures it is making herein in response to Item 304(a) of Regulation S-K and
requested that PwC furnish Griffin with a letter addressed to the Securities and
Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K,
stating whether it agrees with the statements related to PwC made by Griffin in
this report. A copy of PwC’s letter to the SEC dated March 26, 2008 is attached
as Exhibit 16.1 to this report.
(b)
Engagement of new independent registered public accounting firm.
On March 25, 2008, the Audit Committee
appointed McGladrey & Pullen, LLP (“McGladrey”) as Griffin’s new independent
registered public accounting firm for Griffin’s 2008 fiscal
year. Griffin and McGladrey are in the process of finalizing an
engagement letter. Neither Griffin, nor anyone on its behalf,
consulted McGladrey regarding any matter during Griffin’s fiscal years ended
December 2, 2006 or December 1, 2007, or the subsequent period through the date
of the filing of this report.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
Exhibit
16.1: Letter from PricewaterhouseCoopers LLP, dated March 26,
2008.
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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GRIFFIN
LAND & NURSERIES, INC.
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/s/ Anthony J.
Galici
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Anthony
J. Galici
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Vice
President, Chief Financial Officer
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and
Secretary
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Dated: March
27, 2008
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