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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 6)
Under the Securities Exchange Act of 1934
GRUBB & ELLIS COMPANY
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
40009-52-0
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(CUSIP Number)
Reuben S. Leibowitz
E.M. Warburg, Pincus & Company
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 1994
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(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 which is subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
Check the following box if a fee is being paid with the statement: [ ]
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SCHEDULE 13D
CUSIP No. 40009-51-0
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1. Name of Reporting Person
Warburg, Pincus Investors, L.P.
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
-0- shares of Common Stock (See Item 5)
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By 10,118,339 shares of Common Stock (See Item 5)
Each
Reporting 9. Sole Dispositive Power
Person
With -0- shares of Common Stock (See Item 5)
10. Shared Dispositive Power
10,118,339 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5 below
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
See Item 5 below
14. Type of Reporting Person
PN
2
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SCHEDULE 13D
CUSIP No. 40009-51-0
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1. Name of Reporting Person
E.M. Warburg, Pincus & Company
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
New York
7. Sole Voting Power
-0- shares of Common Stock (See Item 5)
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By 10,118,339 shares of Common Stock (See Item 5)
Each
Reporting 9. Sole Dispositive Power
Person
With -0- shares of Common Stock (See Item 5)
10. Shared Dispositive Power
10,118,339 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5 below
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
See Item 5 below
14. Type of Reporting Person
PN
3
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SCHEDULE 13D
CUSIP No. 40009-51-0
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1. Name of Reporting Person
Warburg, Pincus & Co.
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
New York
7. Sole Voting Power
-0- shares of Common Stock (See Item 5)
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By 10,118,339 shares of Common Stock (See Item 5)
Each
Reporting 9. Sole Dispositive Power
Person
With -0- shares of Common Stock (See Item 5)
10. Shared Dispositive Power
10,118,339 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5 below
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
See Item 5 below
14. Type of Reporting Person
PN
4
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SCHEDULE 13D
CUSIP No. 40009-51-0
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1. Name of Reporting Person
E.M. Warburg, Pincus & Co., Inc.
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
-0- shares of Common Stock (See Item 5)
Number of
Shares 8. Shared Voting Power
Beneficially
Owned By 10,118,339 shares of Common Stock (See Item 5)
Each
Reporting 9. Sole Dispositive Power
Person
With -0- shares of Common Stock (See Item 5)
10. Shared Dispositive Power
10,118,339 shares of Common Stock (See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5 below
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
See Item 5 below
14. Type of Reporting Person
CO
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This Amendment No. 6 to Schedule 13D is being filed on behalf of
(i) Warburg, Pincus Investors, L.P. ("WPI"), (ii) Warburg, Pincus & Co. ("WPC"),
(iii) E.M. Warburg, Pincus & Company ("EMW") and (iv) E.M. Warburg, Pincus &
Co., Inc. ("E.M. Warburg," and together with WPI, WPC, and EMW, the "Reporting
Entities") to amend the Schedule 13D filed by the Reporting Entities on November
11, 1992, as amended (the "Schedule 13D"), relating to the common stock, par
value $.01 per share (the "Common Stock"), of Grubb & Ellis Company, a Delaware
corporation (the "Company"). Unless otherwise indicated, all capitalized terms
used herein but not defined herein shall have the same meanings as set forth in
the Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
On November 1, 1994, WPI acquired 4,277,433 shares of Common Stock of
the Company in exchange for (a) $4 million, furnished from WPI's investment
capital and (b) cancellation of $6 million of principal and $158,904 of accrued
interest owed to WPI by the Company under the Loan and Security Agreement dated
March 29, 1994 between the Company and Warburg (the "Bridge Loan"). The amounts
advanced to the Company under the Bridge Loan were furnished from WPI's
investment capital.
Item 4. PURPOSE OF TRANSACTION.
Item 4 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
STANDBY AGREEMENT
On November 1, 1994, the parties consummated the transactions
contemplated by the Standby Agreement dated July 21, 1994 between WPI and the
Company (the "Standby Agreement"). Information in Item 6 concerning the Standby
Agreement is incorporated herein by reference. The Standby Agreement was filed
as an exhibit to Amendment No. 5 to this Schedule 13D and is incorporated herein
by reference.
STOCKHOLDERS' AGREEMENT
On November 1, 1994, the Company, WPI, The Prudential Insurance Company
of America ("Prudential"), and Joe F. Hanauer entered into the Second Amendment
to the Stockholders' Agreement (the "Stockholders Amendment"). Information in
Item 6 concerning the Stockholders Amendment is incorporated herein by
reference. The Stockholders Amendment is attached hereto as Exhibit 2 and is
incorporated herein by reference.
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Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
(a) By reason of the provisions of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Act"), WPI, Hanauer and Prudential may be
deemed to be a "group." By reason of the provisions of Rule 13d-5 under the
Act, the group consisting of these entities may be deemed to own all shares of
Common Stock beneficially owned by WPI, Prudential and Hanauer. WPI does not
affirm the existence of such a group and disclaims beneficial ownership of
shares of Common Stock beneficially owned by Prudential and Hanauer.
As of the date of this Report, WPI is the beneficial owner of
10,118,339 shares of Common Stock through its direct ownership of (i) 4,277,433
shares of Common Stock, (ii) 127,150 shares of Senior Preferred Stock which are
convertible into an aggregate of 4,828,548 shares of Common Stock, and (iii)
currently exercisable Warrants to purchase an aggregate of 1,012,358 shares of
Common Stock. The shares of Senior Preferred Stock and Warrants, upon
conversion and exercise, when combined with the Common Stock currently held by
WPI, represent approximately 69.1% of the shares of Common Stock calculated in
accordance with Rule 13d-3(d)(1)(i) in the manner described below. By reason of
the provisions of Rule 13d-5 under the Act, WPC, EMW and E.M. Warburg may be
deemed to own beneficially the shares of Common Stock beneficially owned by WPI.
The shares of Senior Preferred Stock and Common Stock held by WPI represent
54.7% of the outstanding voting power of the Company.
As of the date of this Report, Hanauer is the beneficial owner of
767,741 shares of Common Stock through ownership of (i) 42,306 shares of Common
Stock, (ii) 8,817 shares of Senior Preferred Stock which are convertible into an
aggregate of 332,908 shares of Common Stock, (iii) currently exercisable
Warrants to purchase an aggregate of 310,571 shares of Common Stock, (iv)
Contingent Warrants to purchase 36,956 shares of Common Stock and (v) a stock
option under the Company's Amended and Restated Stock Option Plan (the "Stock
Option") currently exercisable for 45,000 shares of Common Stock. In addition,
the Stock Option entitles Hanauer to acquire an additional 90,000 shares of
Common Stock, which have been excluded from Hanauer's beneficial holdings
reported on this Schedule 13D as the Stock Option will not be exercisable with
respect to the additional 90,000 shares within 60 days of the date hereof. The
shares of Senior Preferred Stock and Warrants, upon conversion and exercise,
when combined with the shares of Common Stock currently held by Hanauer,
represent approximately 8.1% of the shares of Common Stock calculated in
accordance with Rule 13d-3(d)(1)(i) in the manner described below. The shares
of Senior Preferred Stock and the shares of Common Stock held by Hanauer
represent 2.3% of the outstanding voting power of the Company.
As of the date of this Report, Prudential is the beneficial owner of
3,422,060 shares of Common Stock through its direct ownership of (i) 397,549
shares of Common Stock, (ii) 150,000 shares of Junior Preferred Stock which are
convertible into an aggregate of 2,674,511 shares of Common Stock, and (iii)
currently exercisable Warrants to purchase an aggregate of 350,000 shares of
Common Stock. Such shares of Junior Preferred Stock
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and Warrants, upon conversion and exercise, when combined with the shares of
Common Stock currently held by Prudential, represent approximately 28.9% of the
shares of Common Stock calculated in accordance with Rule 13d-3(d)(1)(i) in the
manner described below. The shares of Junior Preferred Stock and the shares of
Common Stock held by Prudential represent 18.5% of the outstanding voting power
of the Company.
The percentages used in this paragraph 5(a) are calculated based upon
the 8,796,207 shares of Common Stock issued and outstanding at the close of
business on November 1, 1994. Such information has been provided to the
Reporting Entities by the Company. The number of shares beneficially owned by
Prudential as of the date hereof has been provided to the Reporting Entities by
the Company. Pursuant to Rule 13d-3(d)(1)(i), shares of Common Stock which are
not outstanding which are subject to convertible securities are deemed to be
outstanding for the purpose of computing the percentage of outstanding
securities of the shares of Common Stock owned by the person holding such
convertible securities, but are not deemed to be outstanding for purposes of
computing the percentage of such shares owned by any other person.
(b) The Reporting Entities share the power to vote or to direct the
vote, and share the power to dispose or to direct the disposition of the shares
of Common Stock and Senior Convertible Preferred Stock and Warrants held by WPI,
but neither have nor share such powers with respect to any shares beneficially
owned by Hanauer or Prudential.
(c) Except in connection with the transactions described herein, none
of the Reporting Entities nor, to the best of their knowledge, any person listed
in Schedule I hereto, has effected any transactions in the Common Stock during
the preceding 60 days.
(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to herein of securities is known to have the
right to receive or the power to direct the receipt of dividends from or the
proceeds of sale of such securities.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
STANDBY AGREEMENT
On November 1, 1994, the Company and WPI consummated the financing
transactions described in Amendment No. 5 to the 13D (the "Financing
Transactions"), including the transactions contemplated by the Standby
Agreement. The Standby Agreement was filed as an exhibit to Amendment No. 5 to
the Schedule 13D and is incorporated herein by reference.
Pursuant to the Standby Agreement, on November 1, 1994, WPI purchased
at a price of $2.375 per share 4,277,433 shares of Common Stock not acquired by
the Company's stockholders in the Company's Rights Offering. In addition, on
November 1, 1994, WPI exchanged its warrants to purchase 340,000 shares of
Common Stock at an
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exercise price of $5.00 per share and its warrants to purchase 142,000 shares of
Common Stock at an exercise price of $5.50 per share (collectively, the "Old WPI
Warrants") for a new warrant (the "New WPI Warrant") to purchase 687,358 shares
of Common Stock at an exercise price of $3.50 per share. The anti-dilution
provisions contained in the New WPI Warrant do not include anti-dilution
protection upon issuance of shares of Common Stock at a price which is less than
the greater of the market price and the exercise price. In addition, on
November 1, 1994, the Company issued to WPI a warrant to purchase 325,000 shares
of Common Stock at an exercise price of $2.375 per share, as consideration for
WPI's acquisition of unsubscribed shares of Common Stock in connection with the
Rights Offering and agreeing to the other transactions contemplated by the
Standby Agreement, and WPI surrendered its Contingent Warrant to purchase
373,818 shares of Common Stock. Also on November 1, 1994, the Company filed
with the Delaware Secretary of State the Certificate of Amendment of Restated
Certificate of Incorporation (the "Charter Amendment"), providing for certain
amendments to the Senior Convertible Preferred Stock held by WPI, including,
among other things, eliminating the mandatory redemption provisions, increasing
the dividend rate commencing in 2005, and amending the anti-dilution provisions
so as not to include anti-dilution protection upon issuance of shares at a price
which is less than the greater of the market price and the conversion price. As
a result of the Financing Transactions and upon application of the anti-dilution
provisions contained in the Preferred Stock, the conversion price of the Senior
Preferred Stock held by WPI and Mr. Hanauer was adjusted from $3.0137 to $2.6564
and $2.6716, respectively, which resulted in the Senior Preferred Stock held
by WPI and Mr. Hanauer being convertible into an aggregate of 4,828,548 and
332,908, respectively. The Junior Preferred Stock held by Prudential continues
to be convertible into 2,674,511 shares of Common Stock and the conversion price
remains $5.6085 per share. The terms of the Preferred Stock are set forth in
the Charter Amendment filed as Exhibit 3 to Amendment No. 5 to this Schedule
13D, and are incorporated herein by reference.
AMENDMENT TO PRUDENTIAL AGREEMENT
On November 1, 1994, the Company and Prudential consummated the
transactions pursuant to the Amendment (the "Amendment") to the Senior Note,
Subordinated Note and Revolving Credit Note Agreement between the Company and
Prudential, which transactions were previously described in Amendment No. 4 to
this Schedule 13D.
AMENDMENT TO STOCKHOLDERS' AGREEMENT
On November 1, 1994, WPI, the Company, The Prudential Insurance Company
of America ("Prudential"), and Joe F. Hanauer entered into the Second Amendment
to the Stockholders' Agreement (the "Stockholders Amendment"), pursuant to which
the Stockholders Agreement was amended to provide WPI and Prudential with
registration rights for the New Warrants, the Common Stock issuable upon
exercise of the New Warrants, and shares of Common Stock acquired in connection
with the Rights Offering. The Common Stock issuable upon exercise of the New
Warrants and the Common Stock acquired by WPI in connection with the Rights
Offering are subject to the voting requirements and other terms of the
Stockholders' Agreement. The Stockholders Amendment is attached hereto as
Exhibit 2 and is incorporated herein by reference.
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TERMINATION OF BRIDGE LOAN AND RELATED AGREEMENTS
On November 1, 1994, the Company, WPI and Prudential terminated the
Loan and Security Agreement dated as of March 29, 1994 by and between the
Company and WPI, the Cash Collateral Account Agreement dated as of March 29,
1994 by and among the Company, WPI, Prudential and Bank of America NT & SA, the
Intercreditor Agreement dated as of March 28, 1994 by and between WPI and
Prudential, and the Modification to Note and Security Agreement dated as of
March 28, 1994 by and between the Company and Prudential.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) under the Act (previously filed as
Exhibit 1 to Amendment No. 4 to Schedule 13D dated April 1, 1994).
Exhibit 2. Second Amendment to Stockholders Agreement dated as of
November 1, 1994 by and among the Company, WPI, Hanauer and Prudential.
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: November 4, 1994
WARBURG, PINCUS INVESTORS, L.P.
Warburg, Pincus & Co.,
General Partner
By: /s/ Reuben S. Leibowitz
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Title: Partner
WARBURG, PINCUS & CO.
By: /s/ Reuben S. Leibowitz
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Title: Partner
E.M. WARBURG, PINCUS & COMPANY
By: /s/ Reuben S. Leibowitz
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Title: Partner
E.M. WARBURG, PINCUS & CO., INC.
By: /s/ Reuben S. Leibowitz
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Title: Managing Director
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EXHIBIT INDEX
Exhibit 1. Agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) under the Act (previously filed as
Exhibit 1 to Amendment No. 4 to Schedule 13D dated April 1, 1994).
Exhibit 2. Second Amendment to Stockholders Agreement dated as of
November 1, 1994 by and among the Company, WPI, Hanauer and Prudential.
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SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT
Reference is made to that certain Stockholders' Agreement (the
"Stockholders' Agreement") dated as of January 29, 1993 and amended as of
July 1, 1993 by and among Grubb & Ellis Company, a Delaware corporation (the
"Company"), Warburg, Pincus Investors, L.P., a Delaware limited partnership
("Warburg"), Joe F. Hanauer ("Hanauer") and The Prudential Insurance Company of
America, a New Jersey insurance corporation ("Prudential"). Capitalized terms
used herein without definition shall have the meanings set forth in the
Stockholders' Agreement.
RECITALS
A. On March 28, 1994, the Company, Warburg and Prudential reached
agreement (the "Preliminary Agreement") upon the terms of a proposed financing
transaction to provide the Company with additional working capital, including:
(i) an interim credit facility pursuant to which Warburg agreed to make periodic
advances to the Company in an aggregate principal amount for all such advances
outstanding not to exceed $10 million (the "Bridge Loan"); (ii) a rights
offering by the Company (the "Rights Offering") in which the Company would issue
to each holder of Common Stock one nontransferable right (a "Right") to purchase
one share of Common Stock at a subscription price of $2.375 per share for each
share of Common Stock; (iii) a standby agreement (the "Standby Agreement")
pursuant to which Warburg agreed to acquire Rights not purchased by the
Company's stockholders in the Rights Offering up to an amount not to exceed
$10 million, plus accrued interest on the Bridge Loan; (iv) amendments to the
Note Purchase Agreement (as amended from time to time) between Prudential and
the Company (the "Prudential Loan Agreement Amendments"); (v) amendments to the
New Prudential Warrants, the Warburg Warrants and the Preferred Stock held by
Warburg, Hanauer and Prudential; and (vi) subject to certain conditions, the
issuance of new warrants to Warburg and Prudential.
B. On July 21, 1994, Warburg and the Company entered into the
Standby Agreement.
C. On September 12, 1994, the stockholders of the Company approved
the Financing Transactions, which are more fully described in the Company's
Proxy Statement dated July 29, 1994 (the "Proxy Statement").
D. On the date hereof:
1. The Company completed the Rights Offering and Warburg
fulfilled its obligations under the Standby Agreement;
2. Prudential and the Company entered into the Prudential Loan
Agreement Amendments;
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3. The Company filed with the Delaware Secretary of State the
Company's Restated Certificate of Incorporation (the "Charter Amendment") and
Warburg surrendered to the Company for cancellation certificates representing
all of its 128,266 shares of Senior Preferred Stock in exchange for certificates
representing 128,266 shares of Series B Senior Preferred Stock;
4. Warburg surrendered to the Company for cancellation the
Warburg Warrants in exchange for amended warrants to purchase an aggregate of
687,358 shares of Common Stock at an exercise price of $3.50 per share (the
"Warburg Amended Warrants");
5. Prudential surrendered to the Company for cancellation the
New Prudential Warrants in exchange for amended warrants to purchase 200,000
shares of Common Stock at an exercise price of $3.50 per share (the "Prudential
Amended Warrants");
6. The Company issued to Warburg new warrants to purchase
325,000 shares of Common Stock at an exercise price of $2.375 per share (the
"Warburg 1994 Warrants");
7. Warburg surrendered to the Company for cancellation all of
its Contingent Warrants (as defined in the Proxy Statement); and
8. The Company issued to Prudential new warrants to purchase
150,000 shares of Common Stock at an exercise price of $2.375 per share (the
"Prudential 1994 Warrants").
E. The parties desire to make certain amendments to the
Stockholders' Agreement.
NOW, THEREFORE, in acknowledgement of the foregoing recitals, the
parties hereby agree as follows:
1. Section 1.1(g) of the Stockholders' Agreement is hereby amended
to read as follows:
(g) "Prudential Securities" shall mean the Junior Preferred Stock,
the Prudential Amended Warrants, the Prudential 1994 Warrants and the
Prudential Warrant Shares and any and all issued shares of Prudential
Registrable Securities.
2. Section 1.1(s) of the Stockholders' Agreement is hereby amended
to read as follows:
(s) "Warburg Securities" shall mean the Senior Preferred Stock, the
Warburg Amended Warrants, the Warburg 1994 Warrants and any and all issued
shares of Warburg Registrable Securities.
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3. The following definitions are hereby added to Section 1.1 of the
Stockholders' Agreement:
(t) "Preferred Stock" shall mean the Senior Preferred Stock and the
Junior Preferred Stock.
(u) "Senior Preferred Stock" shall mean the Series A Senior Preferred
Stock and the Series B Senior Preferred Stock.
(v) "Series A Senior Preferred Stock" shall mean the Company's Series
A Senior Convertible Preferred Stock, par value $.01 per share.
(w) "Series B Senior Preferred Stock" shall mean the Company's Series
B Senior Convertible Preferred Stock, par value $.01 per share.
4. References to the "date hereof" in the first paragraph of Section
4.1(a) of the Stockholders' Agreement shall mean the date as of which this
Second Amendment to Stockholders' Agreement is executed.
5. The beginning of the third paragraph of Section 4.1(a) of the
Stockholders' Agreement is hereby amended by deleting the text up to and
including the first semi-colon in the second sentence therein and replacing it
with the following:
"Warburg Registrable Securities" shall include all shares of Common
Stock issued or issuable upon conversion of any Senior Preferred Stock, all
shares of Common Stock issued or issuable upon exercise of any Warburg
Amended Warrants or Warburg 1994 Warrants, any shares of Common Stock
acquired by Warburg pursuant to the Standby Agreement and any shares of
Common Stock acquired by Hanauer in connection with the Rights Offering and
"Prudential Registrable Securities" shall include all shares of Common
Stock issued or issuable upon conversion of any Junior Preferred Stock, all
shares of Common Stock issued or issuable upon exercise of any of the Old
Prudential Warrant, the Prudential Amended Warrants or the Prudential 1994
Warrants and any shares of Common Stock acquired by Prudential in
connection with the Rights Offering (Warburg Registrable Securities and
Prudential Registrable Securities are sometimes collectively referred to
herein as "Registrable Securities"). Registrable Securities shall include
all shares of Common Stock, or Common Stock issued or issuable upon
conversion or exercise of any securities of the Company, which may be
issued or distributed with respect to, or in exchange for, the Preferred
Stock, the Warburg Amended Warrants, the Warburg 1994 Warrants, the
Prudential Warrant Shares, the Prudential Amended Warrants, the Prudential
1994 Warrants or any of the Common Stock referred
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to in the preceding sentence pursuant to a stock dividend, stock split or
other distribution, merger, consolidation, recapitalization or
reclassification or otherwise, and any securities of the Company which may
be issued or distributed with respect to, or in exchange for, any such
Common Stock or such other securities pursuant to a stock dividend, stock
split or other distribution, merger, consolidation, recapitalization or
reclassification or otherwise;
6. References to the "date hereof" in Section 5.1(b) of the
Stockholders' Agreement shall mean the date as of which this Second Amendment to
Stockholders' Agreement is executed.
7. All notices, other communications or documents given to the
parties pursuant to Section 5.3 and any copies thereof shall be given as set
forth in Section 5.3, except as follows:
(a) If to the Company, a copy to:
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
Attention: Scott R. Haber, Esq.
Telecopy number: (415) 395-8095
(b) If to Warburg, a copy to:
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004
Attention: Martin H. Neidell, Esq.
Telecopy number: (212) 806-6006
(c) If to Prudential, a copy to:
Sonnenschein, Nath & Rosenthal
800 Sears Tower
Chicago, Illinois 60606
Attention: Mitchell L. Hollins, Esq.
Telecopy number: (312) 876-7934
8. Except as specifically provided herein, the terms and conditions
of the Stockholders' Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Stockholders' Agreement this ___ day of November, 1994.
GRUBB & ELLIS COMPANY, a Delaware
corporation
By: Robert J. Hanlon
Name: Robert J. Hanlon
Title: Chief Financial Officer
WARBURG, PINCUS INVESTORS, L.P., a
Delaware limited partnership
WARBURG, PINCUS & CO.,
General Partner
By: Reuben S. Leibowitz
Name: Reuben S. Leibowitz
Title: Partner
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey insurance
corporation
By: John P. Mullman
Name: John P. Mullman
Title: Vice President
JOE F. HANAUER, an individual
By: Joe F. Hanauer
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