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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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GRIFFIN LAND & NURSERIES, INC.
(Name of Issuer)
Common Stock $0.01 Par Value
(Title of Class of Securities)
398231 10 0
(CUSIP Number)
Frederick M. Danziger
One Rockefeller Plaza Suite 2301
New York, New York 10020 (212) 561-8700
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
April 19, 2007
(Date of Event which
Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1 (b) (3) or (4), check the following box o.
Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d- 1 (a) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds* |
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5. |
Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person* |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box If a Member of a Group* |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds* |
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5. |
Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person* |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box If a Member of a Group* |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds* |
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5. |
Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person* |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x See Item 6 and Insert 1 |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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5
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x See Item 6 and Insert 1 |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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6
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x See Item 6 and Insert 1 |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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7
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x See Item 6 and Insert 1 |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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8
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group* |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds* |
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|||||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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|||||
9. |
Sole Dispositive Power
|
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|
|||||
10. |
Shared Dispositive Power |
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|
|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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|
13. |
Percent of Class
Represented by Amount in Row (11) |
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|
14. |
Type of Reporting Person
(See Instructions) |
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9
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group* |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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|||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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|
|||||
Number of |
7. |
Sole Voting Power |
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|
|||||
8. |
Shared Voting Power
|
||||
|
|||||
9. |
Sole Dispositive Power
|
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
|||
|
|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
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|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
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10
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
|
||||
|
|||||
9. |
Sole Dispositive Power
|
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
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|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
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11
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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|
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9. |
Sole Dispositive Power
|
||||
|
|||||
10. |
Shared Dispositive Power |
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|
|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
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|||||
|
14. |
Type of Reporting Person
(See Instructions) |
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12
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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|
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8. |
Shared Voting Power
|
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|
|||||
9. |
Sole Dispositive Power
|
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
|||
|
|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
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13
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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|
(a) |
o |
||
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(b) |
x |
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|||||
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3. |
SEC Use Only |
|||
|
|||||
|
4. |
Source of Funds (See
Instructions) |
|||
|
|||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|||
|
|||||
|
6. |
Citizenship or Place of Organization |
|||
|
|||||
Number of |
7. |
Sole Voting Power |
|||
|
|||||
8. |
Shared Voting Power
|
||||
|
|||||
9. |
Sole Dispositive Power
|
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
|||
|
|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
14
CUSIP No. 299890108 |
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|
|||||
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1. |
Names of Reporting Persons. |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
x |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Source of Funds (See
Instructions) |
|||
|
|||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|||
|
|||||
|
6. |
Citizenship or Place of Organization |
|||
|
|||||
Number of |
7. |
Sole Voting Power |
|||
|
|||||
8. |
Shared Voting Power
|
||||
|
|||||
9. |
Sole Dispositive Power
|
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
|||
|
|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
15
CUSIP No. 299890108 |
|||||
|
|||||
|
1. |
Names of Reporting Persons. |
|||
|
|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|||
|
|
(a) |
o |
||
|
|
(b) |
x |
||
|
|||||
|
3. |
SEC Use Only |
|||
|
|||||
|
4. |
Source of Funds (See
Instructions) |
|||
|
|||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|||
|
|||||
|
6. |
Citizenship or Place of Organization |
|||
|
|||||
Number of |
7. |
Sole Voting Power |
|||
|
|||||
8. |
Shared Voting Power
|
||||
|
|||||
9. |
Sole Dispositive Power
|
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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|||||
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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|||||
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13. |
Percent of Class Represented
by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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16
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group* |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds* |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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|||||
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
|||
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|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
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|||||
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14. |
Type of Reporting Person
(See Instructions) |
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17
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group* |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds* |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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|||||
10. |
Shared Dispositive Power |
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|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
|||
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|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
|||
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|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
18
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group* |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds* |
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|||||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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|||||
Number of |
7. |
Sole Voting Power |
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|||||
8. |
Shared Voting Power
|
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|||||
9. |
Sole Dispositive Power
|
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|||||
10. |
Shared Dispositive Power |
||||
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|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
|||
|
|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
19
CUSIP No. 299890108 |
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1. |
Names of Reporting Persons. |
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|||||
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2. |
Check the Appropriate Box if a Member of a Group* |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds* |
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|||||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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|||||
Number of |
7. |
Sole Voting Power |
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|||||
8. |
Shared Voting Power
|
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|||||
9. |
Sole Dispositive Power
|
||||
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|||||
10. |
Shared Dispositive Power |
||||
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|||||
|
11. |
Aggregate Amount Beneficially
Owned by Each Reporting Person |
|||
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|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
|||
|
|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
20
CUSIP No. 299890108 |
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|
1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group* |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds* |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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|||||
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6. |
Citizenship or Place of Organization |
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|||||
Number of |
7. |
Sole Voting Power |
|||
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|||||
8. |
Shared Voting Power
|
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|||||
9. |
Sole Dispositive Power
|
||||
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|||||
10. |
Shared Dispositive Power |
||||
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|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) x |
|||
|
|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
21
SCHEDULE 13D ITEMS
Item 1. Security and Issuer
This Amendment No. 2 amends the Schedule 13D filed July 3, 1997 (as so amended, the Schedule) by the Reporting Person (as defined below) relating to the Common Stock, $0.01 par value (the Common Stock), of Griffin Land & Nurseries, Inc. (the Issuer), a Delaware corporation having its principal executive offices at One Rockefeller Plaza, Suite 2301, New York, New York 10020. The purpose of this Amendment No. 2 is to report the acquisition of additional shares of Common Stock by Reporting Persons on April 19, 2007 (as described in Item 4 below) and to update Insert 1 and the cover pages hereto to reflect this acquisition as well as other non-reportable acquisitions or dispositions since Sept. 17, 1999.
Item 2. Identity and Background
See Insert 1 attached hereto.
None of the persons filing this Schedule (the Reporting Persons) has been convicted in a criminal proceeding (other than for traffic violations or similar misdemeanors) during the past 5 years or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. All individuals are citizens of the United States and all trusts, partnerships and corporations are organized or formed under the laws of the United States. The Reporting Persons have executed a joint filing agreement in connection with the filing of this Schedule, a copy of which has been filed as Exhibit 1 hereto.
22
Item 3. Source and Amount of Funds or Other Consideration
Securities of the issuer were exchanged under the option exercise discussed in Item 4.
Item 4. Purpose of Transaction
On April 19, 2007, Frederick M. Danziger exercised options to purchase 90,000 shares of common stock of Griffin Land & Nurseries at an exercise price of $14.6875 for 15,000 shares and an exercise price of $13.25 for 75,000 shares. Securities of the issuer were exchanged for the option exercise price and used at the trading value of $36.50 per share to pay the exercise price for the options exercised and the federal, state, local and medicare taxes resulting from the exercise. The aggregate number of shares of common stock so transferred as part of the exercise of the options was 59.001 together with approximately $69 in cash.
The purpose of these acquisitions is to hold such shares for investment purposes. Mr. Danziger, a Reporting Person, is also the Chief Executive Officer of the Issuer and a member of its Board of Directors. The acquisition of Common Stock is unrelated to any plans or proposals of the kind described in item 4 of Scheduled 13D and, except as previously disclosed by the Issuer in its reports pursuant to the Securities Exchange Act of 1934, as amended, the Reporting Persons have no current plans or proposals related to, or which they believe would result in, any of the events described in Item 4 of Schedule 13D.
23
Item 5. Interest in Securities of the Issuer
See Insert 1 hereto and cover pages.
Voting power and power to direct disposition of securities is shared by trustees of each of the trusts referred to in Item 2 as set forth on Insert 1. The officers and directors of the Samuel J. Bloomingdale Foundation, Inc., the Susan B. and Richard C. Ernst Foundation, Inc. and Louise B. and Edgar M. Cullman Foundation, Inc. and the trustees of charitable trust created by Justus Heijmans (collectively, the Foundations) referred to in Insert 1 as set forth on Insert 1 hereto share voting power and the power to dispose of such securities. Such shares are, however, not included in the individual totals shown on cover pages. Shares owned by B. Bros. Realty LLC are shown as beneficially owned for voting and dispositive purposes by both Managers of that LLC and also by the company itself.
No transactions in the Issuers Common Stock were effected during the 60 days preceding the date hereof by the persons filing this Schedule and their affiliated persons other than as set forth in Item 4 above.
Item 6. Contract, Arrangement or Understanding with Respect to Securities of the Issuer
None other than an informal understanding that the persons and entities listed in Insert 1 attached hereto will hold and vote together the shares of Issuers Common Stock owned by each of them. However, Trustees of trusts and partners of the partnership listed in Insert 1 may act independently where fiduciary responsibilities so require. Furthermore, the persons and entities listed in Insert 1 may acquire additional shares of the Issuers Common Stock.
Although the Foundations are included in Insert 1, no arrangement of any kind exists with respect to any of the Issuers Common Stock held by such Foundations. Such Foundations were included in Insert 1 only because certain of the undersigned are officers and directors of such Foundations.
Item 7. Material to the Filed as Exhibits
A copy of the Joint Filing Agreement, including powers of attorney, is attached hereto as Exhibit 1 to Schedule 13D.
24
Each of the undersigned hereby certifies after reasonable inquiry, that to the best of his/her knowledge and belief, the information set forth in this statement is true, complete and correct.
Date: May 14, 2007
|
Edgar M. Cullman* |
|
|
|
Edgar M. Cullman, individually and as |
|
|
Trustee of the Trusts of which he is a |
|
|
Trustee as indicated on Insert 1 hereto |
|
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|
|
|
Louise B. Cullman* |
|
|
Louise B. Cullman, individually and as |
|
|
Trustee of the Trusts of which she is a |
|
|
Trustee as indicated on Insert 1 hereto |
|
|
|
|
|
Susan R. Cullman* |
|
|
Susan R. Cullman, individually, as |
|
|
Custodian and as Trustee of the Trusts |
|
|
of which she is a Trustee as indicated |
|
|
on Insert 1 hereto |
|
|
|
|
|
Edgar M. Cullman, Jr.* |
|
|
Edgar M. Cullman, Jr., individually, as |
|
|
Custodian and as Trustee of the Trusts |
|
|
of which he is a Trustee as indicated |
|
|
on Insert 1 hereto |
|
|
|
|
|
Lucy C. Danziger* |
|
|
Lucy C. Danziger, individually and as |
|
|
Trustee of the Trusts of which she is a |
|
|
Trustee as indicated on Insert 1 hereto |
|
|
|
|
|
John L. Ernst* |
|
|
John L. Ernst, individually and as |
|
|
Trustee of the Trusts of which he is a |
|
|
Trustee, and as Guardian, |
|
|
all as indicated on Insert 1 hereto |
25
|
Carolyn S. Fabrici* |
||
|
|
Carolyn S. Fabrici, individually and as |
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Trustee of the Trusts of which she is a |
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|
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Trustee as indicated on Insert 1 hereto |
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/s/ Frederick M. Danziger |
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Frederick M. Danziger, individually and |
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as Trustee of the Trusts of which he is |
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|
a Trustee as indicated on Insert 1 |
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hereto |
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Elissa F. Cullman* |
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|
|
Elissa F. Cullman, individually and as |
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|
|
Trustee of the Trusts of which she is a |
|
|
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Trustee as indicated on Insert 1 hereto |
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Rebecca D. Gamzon* |
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Rebecca D. Gamzon, individually |
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formerly Rebecca B. Danziger as custodian for minor childern Andrew Gamzon and Sarah Gamzon |
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Matthew L. Ernst* |
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Matthew L. Ernst, individually, as custodian for minor children Jonah Ernst and Odessa Ernst |
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B. BROS. REALTY LLC |
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By |
John L. Ernst* |
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John L. Ernst, |
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Co Managing Member |
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Margot P. Ernst* |
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Margot P. Ernst, not individually but |
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as Trustee of the Trusts of which she |
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is a Trustee as indicated on Insert 1 |
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hereto |
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Alexandra Ernst* |
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Alexandra Ernst, individually and as |
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Trustee of the Trusts of which she is a |
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Trustee as indicated on Insert 1 hereto as custodian of minor children Cooper Siegel and Shepard Siegel |
26
|
David M. Danziger* |
||
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David M. Danziger, individually, as custodian for minor children Sameena Danziger and Sunaina Danziger |
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Edgar M. Cullman III* |
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Edgar M. Cullman III |
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Caroline B. Sicher* |
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Caroline B. Sicher, individually |
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By: |
/s/ Frederick M. Danziger |
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Frederick M. Danziger |
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Attorney-in-Fact |
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Samuel Cullman* |
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Samuel Cullman, individually |
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Jessica P Ernst* |
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Jessica P Ernst, individually |
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Georgina Cullman |
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Georgina Cullman, individually |
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27
Griffin Land & Nurseries |
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Schedule 13D |
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Insert 1Item 2. |
Amendment #2 |
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(3) |
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Present principal |
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||||
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occupation or employment |
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Number of shares |
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Total number of |
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||||
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and the name, principal |
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of Issuers |
|
shares of the |
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||||
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business and address of any |
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Common Stock |
|
Issuers Common |
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||||
(1) |
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(2) |
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|
corporation or other |
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acquired or |
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Stock ($1 par |
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Percentage of |
||
Name |
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Residence |
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organization in which such |
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disposed of since |
|
value) owned on |
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Class of Issuers |
||||
(Item 2(a) |
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Address |
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employment is conducted. |
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July 3,1999 |
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the date hereof |
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Common Stock. |
||||
and 5) |
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(Item 2(b)) |
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(Item 2(c)) |
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(i) |
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(ii) |
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(iii) |
||||
1. |
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Edgar M. Cullman |
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2 E. 70th St. |
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Co Managing Member |
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(65,000 |
) |
46,138 |
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.88 |
||
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2. |
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Edgar M. Cullman, Jr. |
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770 Park Avenue |
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Co Managing Member |
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92,966 |
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221,342 |
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4.26 |
||
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||
3. |
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Elissa F. Cullman |
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770 Park Avenue |
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Interior Decorator |
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17,000 |
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.33 |
||
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||
4. |
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Louise B. Cullman |
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2 E. 70th St. |
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Housewife |
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(65,000 |
) |
38,410 |
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.74 |
||
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||
5. |
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Susan R. Cullman |
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812 Park Ave. |
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Housewife |
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87,765 |
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1.69 |
||
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||
6. |
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Lucy C. Danziger |
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2 E. 73rd St. |
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Housewife |
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(21,520 |
) |
60,322 |
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1.16 |
||
28
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(3) |
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||||
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Present principal |
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|
||||
|
|
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|
occupation or employment |
|
Number of shares |
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Total number of |
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|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
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|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
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(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
7. |
|
Frederick M. |
|
2 E. 73rd St. |
|
Griffin Land & Nurseries, Inc. |
|
120,943 |
|
137,485 |
|
2.65 |
||
|
|
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||
8. |
|
David M. Danziger |
|
115 Central Park West |
|
General Cigar Holdings |
|
(9,700 |
) |
31,848 |
|
.61 |
||
|
|
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|
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|
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|
|
|
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|
||
9. |
|
Rebecca D. Gamzon |
|
1165 Park Ave |
|
Housewife |
|
(17,570 |
) |
11,830 |
|
.23 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10. |
|
John L. Ernst |
|
860 U.N. Towers |
|
Chairman & President |
|
(600 |
) |
5,400 |
|
.10 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
11. |
|
Alexandra Ernst |
|
120 Bis Blvd. |
|
Writer |
|
|
|
1,548 |
|
.03 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
12. |
|
LCD, EMC, Jr. and |
|
|
|
|
|
|
|
76,448 |
|
1.47 |
||
|
|
|
|
|
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|
||
13. |
|
Carolyn S. Fabrici |
|
P.O. Box 4708 |
|
Housewife |
|
|
|
23,858 |
|
.46 |
||
29
|
|
|
|
(3) |
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|
||||
|
|
|
|
Present principal |
|
|
|
|
|
|
||||
|
|
|
|
occupation or employment |
|
Number of shares |
|
Total number of |
|
|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
|
|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
|
(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
14. |
|
Alexander Ernst |
|
|
|
|
|
200 |
|
200 |
|
.00 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
15. |
|
Caroline B. Sicher, |
|
|
|
|
|
|
|
21,422 |
|
.41 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
16. |
|
EMC and LBC, Trustees |
|
|
|
|
|
|
|
29,964 |
|
.58 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
17. |
|
EMC, LBC and SRC, |
|
|
|
|
|
|
|
50,880 |
|
.98 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
18. |
|
EMC, LBC and SRC, |
|
|
|
|
|
|
|
18,714 |
|
.36 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
19. |
|
EMC, LBC and LCD |
|
|
|
|
|
|
|
29,192 |
|
.56 |
||
30
|
|
|
|
(3) |
|
|
|
|
|
|
||||
|
|
|
|
Present principal |
|
|
|
|
|
|
||||
|
|
|
|
occupation or employment |
|
Number of shares |
|
Total number of |
|
|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
|
|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
|
(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
20. |
|
EMC, LBC and |
|
|
|
|
|
|
|
25,006 |
|
.48 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
21. |
|
EMC, LBC and SRC |
|
|
|
|
|
|
|
26,000 |
|
.50 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
22. |
|
EMC, LBC and LCD LCD |
|
|
|
|
|
|
|
5,418 |
|
.10 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
23. |
|
EMC, LBC and |
|
|
|
|
|
|
|
9,974 |
|
.19 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
24. |
|
EMC, LBC and SRC |
|
|
|
|
|
|
|
11,840 |
|
.22 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
25. |
|
EMC, LBC and LCD |
|
|
|
|
|
|
|
53,818 |
|
1.04 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
26. |
|
EMC, LBC and |
|
|
|
|
|
|
|
40,190 |
|
.77 |
||
31
|
|
|
|
(3) |
|
|
|
|
|
|
||||
|
|
|
|
Present principal |
|
|
|
|
|
|
||||
|
|
|
|
occupation or employment |
|
Number of shares |
|
Total number of |
|
|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
|
|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
|
(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
27. |
|
EMC, LBC and SRC |
|
|
|
|
|
|
|
40,090 |
|
.77 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
28. |
|
LBC, Margot P. Ernst |
|
|
|
|
|
|
|
4,364 |
|
.08 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
29. |
|
LBC, JLE, AE and CSF, |
|
|
|
|
|
|
|
3,844 |
|
.08 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
30. |
|
EMC, LCD, EMC, Jr. and |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
31. |
|
LBC, MPE, AE and |
|
|
|
|
|
|
|
2,580 |
|
.05 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
32. |
|
LBC, JLE, AE and CSF |
|
|
|
|
|
|
|
11,701 |
|
.23 |
||
32
|
|
|
|
(3) |
|
|
|
|
|
|
||||
|
|
|
|
Present principal |
|
|
|
|
|
|
||||
|
|
|
|
occupation or employment |
|
Number of shares |
|
Total number of |
|
|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
|
|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
|
(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
33. |
|
EMC, LCD, |
|
|
|
|
|
|
|
25,944 |
|
.50 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
34. |
|
LBC, CSF, AE |
|
|
|
|
|
|
|
3,974 |
|
.08 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
35. |
|
LBC, CSF, AE |
|
|
|
|
|
|
|
3,974 |
|
.08 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
36. |
|
LBC, LCD, |
|
|
|
|
|
|
|
10,830 |
|
.21 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
37. |
|
EMC, LCD, EMC, Jr. and |
|
|
|
|
|
|
|
7,000 |
|
.13 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
38. |
|
EMC, LBC, |
|
|
|
|
|
|
|
24,400 |
|
.47 |
||
33
|
|
|
|
(3) |
|
|
|
|
|
|
||||
|
|
|
|
Present principal |
|
|
|
|
|
|
||||
|
|
|
|
occupation or employment |
|
Number of shares |
|
Total number of |
|
|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
|
|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
|
(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
39. |
|
EMC, LBC, LCD |
|
|
|
|
|
|
|
34,250 |
|
.66 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
40. |
|
EMC, LBC, |
|
|
|
|
|
|
|
37,962 |
|
.73 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
41. |
|
LBC, MPE, |
|
|
|
|
|
|
|
3,194 |
|
.06 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
42. |
|
EMC, LBC, |
|
|
|
|
|
|
|
3,526 |
|
.07 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
43. |
|
EMC, LBC and LCD, |
|
|
|
|
|
|
|
19,228 |
|
.37 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
44. |
|
EMC, LBC and |
|
|
|
|
|
|
|
20,332 |
|
.39 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
45. |
|
EMC, LBC and SRC, |
|
|
|
|
|
|
|
17,190 |
|
.33 |
||
34
|
|
|
|
(3) |
|
|
|
|
|
|
||||
|
|
|
|
Present principal |
|
|
|
|
|
|
||||
|
|
|
|
occupation or employment |
|
Number of shares |
|
Total number of |
|
|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
|
|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
|
(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
46. |
|
EMC, LBC, CSF, |
|
|
|
|
|
|
|
39,138 |
|
.75 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
47. |
|
EMC, LBC, JLE and |
|
|
|
|
|
|
|
39,138 |
|
.75 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
48. |
|
Samuel J. Bloomingdale |
|
Charitable |
|
|
|
|
|
19,642 |
|
.37 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
49. |
|
Richard C. Ernst |
|
|
|
|
|
(12,048 |
) |
0 |
|
.00 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
50. |
|
EMC, LBC and EMC, Jr., |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
51. |
|
EMC, LCD and FMD, |
|
|
|
|
|
|
|
|
|
|
||
35
|
|
|
|
(3) |
|
|
|
|
|
|
||||
|
|
|
|
Present principal |
|
|
|
|
|
|
||||
|
|
|
|
occupation or employment |
|
Number of shares |
|
Total number of |
|
|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
|
|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
|
(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
52. |
|
FMD, LCD and EMC, Jr., |
|
|
|
|
|
|
|
17,800 |
|
.34 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
53. |
|
FMD, LCD, SRC and |
|
|
|
|
|
|
|
16,000 |
|
.31 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
54. |
|
FMD, SRC, EMC, Jr., |
|
|
|
|
|
|
|
3,200 |
|
.06 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
55. |
|
Richard M. Danziger and FMD, Trustees |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
56. |
|
LBC, MPE, AE and JLE, |
|
|
|
|
|
|
|
3,081 |
|
.06 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
57. |
|
LCD, SRC, JLE and |
|
|
|
|
|
|
|
7,200 |
|
.14 |
||
36
|
|
|
|
(3) |
|
|
|
|
|
|
||||
|
|
|
|
Present principal |
|
|
|
|
|
|
||||
|
|
|
|
occupation or employment |
|
Number of shares |
|
Total number of |
|
|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
|
|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
|
(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
58. |
|
EMC, Jr., SRC, LCD and |
|
|
|
|
|
|
|
20,400 |
|
.39 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
59. |
|
EMC, Jr., SRC, LCD and |
|
|
|
|
|
|
|
20,000 |
|
.39 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
60. |
|
LCD, EMC, Jr., John |
|
|
|
|
|
|
|
14,000 |
|
.27 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
61. |
|
EMC, Jr., LCD, SRC and |
|
|
|
|
|
|
|
16,000 |
|
.31 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
62. |
|
FMD and R.M. Danziger, |
|
|
|
|
|
|
|
3,000 |
|
.06 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
63. |
|
FMD and R.M. Danziger |
|
|
|
|
|
|
|
33,600 |
|
.64 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
64. |
|
B. Bros. LLC |
|
|
|
|
|
|
|
233,792 |
|
4.50 |
||
37
|
|
|
|
(3) |
|
|
|
|
|
|
||||
|
|
|
|
Present principal |
|
|
|
|
|
|
||||
|
|
|
|
occupation or employment |
|
Number of shares |
|
Total number of |
|
|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
|
|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
|
(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
65. |
|
EMC, EMC, Jr. |
|
|
|
|
|
|
|
202 |
|
.00 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
66. |
|
JLE, FMD and Roger |
|
|
|
|
|
|
|
7,458 |
|
.14 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
67. |
|
LBC, JLE, AE and CSF, |
|
|
|
|
|
|
|
1,515 |
|
.03 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
68. |
|
LBC, JLE, AE and CSF |
|
|
|
|
|
|
|
1,400 |
|
.03 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
69. |
|
JLE, EMC, Jr. and Roger |
|
|
|
|
|
|
|
2,000 |
|
.04 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
70. |
|
Matthew L. Ernst |
|
462 Broome Street |
|
|
|
|
|
1,250 |
|
.02 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
71. |
|
JLE, MPE, CSF, FMD |
|
|
|
|
|
|
|
5,996 |
|
.12 |
||
38
|
|
|
|
(3) |
|
|
|
|
|
|
||||
|
|
|
|
Present principal |
|
|
|
|
|
|
||||
|
|
|
|
occupation or employment |
|
Number of shares |
|
Total number of |
|
|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
|
|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
|
(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
72. |
|
Jessica P. Ernst |
|
|
|
|
|
|
|
1,250 |
|
.02 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
73. |
|
Charitable Trust created |
|
|
|
|
|
|
|
200 |
|
.00 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
74. |
|
LBC, JLE, MPE and AE, |
|
|
|
|
|
|
|
1,100 |
|
.02 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
75. |
|
JLE, as Guardian |
|
|
|
|
|
|
|
2,679 |
|
.05 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
76. |
|
JLE, LBC, EMC, |
|
|
|
|
|
|
|
4,746 |
|
.09 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
77. |
|
Chase Bank |
|
|
|
|
|
|
|
30,000 |
|
.58 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
78. |
|
Louise B. & Edgar M. |
|
Charitable |
|
|
|
130,000 |
|
136,400 |
|
2.63 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
79. |
|
Edgar M. Cullman, III |
|
|
|
Producer |
|
|
|
18,794 |
|
.36 |
||
39
|
|
|
|
(3) |
|
|
|
|
|
|
||||
|
|
|
|
Present principal |
|
|
|
|
|
|
||||
|
|
|
|
occupation or employment |
|
Number of shares |
|
Total number of |
|
|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
|
|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
|
(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
80. |
|
Samuel B. Cullman |
|
|
|
|
|
|
|
13,594 |
|
.26 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
81. |
|
FMD and |
|
|
|
|
|
|
|
30,000 |
|
.58 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
82. |
|
Rebecca Gamzon |
|
Custodian |
|
|
|
15,065 |
|
16,611 |
|
.32 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
83. |
|
Rebecca Gamzon |
|
|
|
|
|
13,265 |
|
13,265 |
|
.26 |
||
40
|
|
|
|
(3) |
|
|
|
|
|
|
||||
|
|
|
|
Present principal |
|
|
|
|
|
|
||||
|
|
|
|
occupation or employment |
|
Number of shares |
|
Total number of |
|
|
||||
|
|
|
|
and the name, principal |
|
of Issuers |
|
shares of the |
|
|
||||
|
|
|
|
business and address of any |
|
Common Stock |
|
Issuers Common |
|
|
||||
(1) |
|
|
(2) |
|
|
corporation or other |
|
acquired or |
|
Stock ($1 par |
|
Percentage of |
||
Name |
|
Residence |
|
organization in which such |
|
disposed of since |
|
value) owned on |
|
Class of Issuers |
||||
(Item 2(a) |
|
Address |
|
employment is conducted. |
|
July 3,1999 |
|
the date hereof |
|
Common Stock. |
||||
and 5) |
|
(Item 2(b)) |
|
(Item 2(c)) |
|
(i) |
|
(ii) |
|
(iii) |
||||
84. |
|
David M. Danziger |
|
|
|
|
|
10,230 |
|
10,230 |
|
.02 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
85. |
|
David M. Danziger |
|
|
|
|
|
10,230 |
|
10,230 |
|
.02 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
86. |
|
Mathew Ernst |
|
|
|
|
|
200 |
|
200 |
|
.00 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
87. |
|
Mathew Ernst |
|
|
|
|
|
200 |
|
200 |
|
.00 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
88. |
|
Georgina Cullman |
|
|
|
|
|
|
|
9,550 |
|
.18 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
TOTAL |
|
|
|
2,529,156 |
|
48.72 |
||
* Business Address: 641 Lexington Avenue, New York, NY 10022
41