grif_Current Folio_8K_Land Purchase



Washington, D.C. 20549




Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


July 20, 2018

(Date of earliest event reported)



(Exact name of registrant as specified in charter)





(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification Number)



Commission File Number




641 Lexington Avenue, New York, New York


(Address of principal executive offices)

(Zip Code)



Registrant’s Telephone Number including Area Code

(212) 218-7910




(Former name or former address, if changed since last report)


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:


[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



[ ]

Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))



[ ]

Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 7.01.

Regulation FD Disclosure



On July 20, 2018, Griffin Industrial Realty, Inc. (“Griffin” or “Registrant”) issued a press release announcing that it closed on the purchase of an approximately 22 acre parcel of undeveloped land (the “Land”) in Concord, North Carolina, located in the greater Charlotte area. Griffin paid cash of approximately $2.6 million for the Land using approximately $0.8 million held in escrow for a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended, with the balance of the purchase price paid from cash on hand. The cash in escrow was from the April 2018 sale of approximately 49 acres of undeveloped land in Southwick, Massachusetts. Griffin has obtained most of the governmental approvals required for construction of two industrial/warehouse buildings aggregating approximately 283,000 square feet on the Land. Griffin expects to obtain the remaining approvals in the near future and begin construction, on speculation, on the first (approximately 147,000 square feet) of these two buildings in the fiscal 2018 fourth quarter using cash on hand.


A copy of Griffin’s July 20, 2018 press release is attached as Exhibit 99.1.





Item 9.01.

Financial Statements and Exhibits


Exhibit 99.1:  Registrant’s July 20, 2018 Press Release (attached hereto).



Forward-Looking Statements:


This Current Report on Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding the timing of obtaining the remaining approvals for Griffin’s development plans on the Land, construction of two industrial/warehouse buildings and timing of the commencement of construction, on speculation, of the first of those two industrial/warehouse buildings. Although Griffin believes that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. The projected information disclosed herein is based on assumptions and estimates that, while considered reasonable by Griffin as of the date hereof, are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, many of which are beyond the control of Griffin and which could cause actual results and events to differ materially from those expressed or implied in the forward-looking statements. Other important factors that could affect the outcome of the events set forth in these statements include the risk that Griffin may not obtain the remaining approvals required for its development plans in the timeframe expected, or at all, construct two industrial/warehouse buildings on the Land as expected, or begin construction of the first of two industrial/warehouses buildings when expected, or at all, and the important factors described in Griffin's Securities and Exchange Commission filings,


including the "Business," "Risk Factors" and "Forward-Looking Information" sections in Griffin's Annual Report on Form 10-K for the fiscal year ended November 30, 2017. Griffin disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this Current Report on Form 8-K except as required by law.








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.


















/s/ Anthony J. Galici



Anthony J. Galici



Vice President, Chief Financial Officer



and Secretary

Dated:  July 20, 2018