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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) September 12, 1994
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GRUBB & ELLIS COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-8122 94-1424307
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
ONE MONTGOMERY STREET, TELESIS TOWER, SAN FRANCISCO, CALIFORNIA 94104
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (415) 956-1990
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NO CHANGE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 5. OTHER EVENTS.
The Press Release of Grubb & Ellis Company dated September 13, 1994 is
attached hereto as Exhibit 28.1, and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number
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28.1 Press Release dated September 13, 1994.
SIGNATURES
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.
GRUBB & ELLIS COMPANY
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(Registrant)
Date: September 22, 1994 By:Robert J. Walner
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Robert J. Walner
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit
Number
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28.1 Press Release dated September 13, 1994
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EXHIBIT 28.1
GRUBB & ELLIS
NEWS RELEASE
Contact: Molly Davis, Gallen & Associates (510)268-9848
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FOR IMMEDIATE RELEASE September 13, 1994
GRUBB & ELLIS RECEIVES SHAREHOLDER APPROVAL
FOR RIGHTS OFFERING
SAN FRANCISCO--Grubb & Ellis Company (NYSE:GBE) announced today that it has
obtained shareholder approval to attract additional equity capital through a
rights offering. In a meeting held in San Francisco on September 12, 98 percent
of the shares voted at the meeting were cast in favor of the rights offering.
Under these previously-announced agreements, the company's primary lender, The
Prudential Insurance Company of America, will modify certain financial covenants
and defer principal payments until 1997.
Under the plan approved by shareholders, existing shareholders will receive
rights to subscribe for common stock in the company. Common stock not subscribed
for by the shareholders will be acquired by Grubb & Ellis' largest shareholder,
Warburg, Pincus Investors, L.P., subject to a maximum investment of
approximately $10 million for use in the company's operations.
Shareholders also approved a proposal to amend the terms of the company's
outstanding preferred stock, with 99 percent of the shares voted at the meeting
cast in favor of the proposal.
Finally, shareholders approved the nominees for the board of directors, with 99
percent of the shares voted at the meeting cast for the election of the
directors. Reelected members include: R. David Anacker, vice chairman of Veriflo
Corporation, an industrial equipment
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Grubb & Ellis - page 2
manufacturing firm located in Richmond, Calif.; Lawrence Bacow, professor at the
Massachusetts Institute of Technology (M.I.T.) Center for Real Estate and the
M.I.T. Department of Urban Studies and Planning, Cambridge, Mass.; Reuben
Leibowitz, managing director of E.M. Warburg, Pincus & Co. Inc., a venture
banking and investment counseling firm based in New York, N.Y.; John Santoleri,
vice president of Warburg, Pincus Ventures, Inc., the venture banking subsidiary
of E.M. Warburg, Pincus & Co., Inc.; and Joe F. Hanauer, chairman and chief
executive officer of Grubb & Ellis Company. Newly elected to the board is Robert
J. McLaughlin, founder and president of The Sutter Group, a management
consultancy firm located in Larkspur, Calif.
In addressing the shareholders, Grubb & Ellis chairman and chief executive
officer Joe F. Hanauer stated that the company has now dealt with several of the
major problems that had carried over from previous years and, with the approval
of the financing transactions, is again well positioned to take the initiative
in building its core real estate service businesses. Hanauer stated that all
future initiatives undertaken by Grubb & Ellis support and build upon the
company's strategic competitive advantages, including a national network of
offices, the ability to provide tailored solutions through a focus on market
segments or specialties, and the expertise and experience of Grubb & Ellis
brokers and support personnel. In addition, Hanauer pointed to the strength of
the company's national information and support systems and the widespread
recognition and respect of the Grubb & Ellis name.
This announcement is not an offering, which can be made only by means of the
Prospectus. Shareholders are not required to take any action at this time.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. The rights
offering is subject to effectiveness of the registration statement, and these
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This announcement shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
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Grubb & Ellis - page 3
With offices nationwide, Grubb & Ellis Company offers commercial brokerage and
consulting, property and facilities management (through its Axiom subsidiary),
appraisal, residential brokerage, mortgage brokerage and auction services.
