<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 2
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ___________________
Commission File Number: 1-8122
------
GRUBB & ELLIS COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-1424307
- ------------------------------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Montgomery Street, Telesis Tower,
Pacific Telesis Bldg., San Francisco, CA 94104
- ---------------------------------------- ----------
(Address of principal executive offices) (ZIP Code)
(415) 956-1990
----------------------------------------------------
(Registrant's telephone number, including area code)
no change
---------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
4,112,358
-------------------------------------------------
(Number of shares outstanding of the registrant's
common stock at May 1, 1994)
<PAGE>
PART I
FINANCIAL INFORMATION
2
<PAGE>
Item 1. FINANCIAL STATEMENTS
GRUBB & ELLIS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands except per share amounts and shares)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
------------------------
1994 1993
---- ----
<S> <C> <C>
Revenue
Commercial real estate
brokerage commissions $ 27,779 $ 27,441
Residential real estate
brokerage commissions 3,785 6,613
Real estate services fees,
commissions and other 7,401 8,050
Interest income 133 134
Other 5 59
-------- --------
Total revenue 39,103 42,297
Cost and expenses
Real estate brokerage and
other commissions 18,514 20,981
Selling, general and
administrative 12,690 12,644
Salaries and wages 11,450 11,856
Interest expense 5 65
Interest expense to related party 582 710
Depreciation and amortization 492 603
-------- --------
Total costs and expenses 43,733 46,859
-------- --------
Loss before income taxes (4,630) (4,562)
Provision for income taxes 117 100
-------- --------
Net loss $ (4,747) $ (4,662)
-------- --------
-------- --------
Undeclared dividends (accretion of
liquidation preference) on
preferred stock $ 638 $ 399
Net loss applicable to common
stock $ (5,385) $ (5,061)
Net loss per common share and
equivalents $ (1.33) $ (1.30)
Weighted average common shares 4,062,136 3,900,154
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
3
<PAGE>
GRUBB & ELLIS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, MARCH 31,
--------- ------------ ---------
1994 1993 1993
----------- ------------ -----------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash
equivalents $ 10,360 $ 22,364 $ 10,384
Real estate brokerage
commissions receivable 1,724 493 4,650
Real estate services
fees and other commissions
receivable 2,009 2,312 2,916
Other receivables 4,172 4,865 3,415
Real estate investments
and other assets held for sale -- -- 1,127
Prepaids and other
current assets 2,077 2,628 1,130
------- ------- -------
Total current assets 20,342 32,662 23,622
Noncurrent assets
Real estate brokerage
commissions receivable 1,136 1,155 1,345
Real estate investments held for
sale and real estate owned 1,241 1,305 1,773
Equipment and leasehold
improvements, net 4,977 5,063 3,259
Excess of cost over net assets
of acquired companies, net -- -- 10,358
Other assets 1,865 2,000 845
------- ------- -------
Total assets $ 29,561 $ 42,185 $ 41,202
------- ------- -------
------- ------- -------
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
4
<PAGE>
GRUBB AND ELLIS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands except per share amounts and shares)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, MARCH 31,
--------- ------------ --------
1994 1993 1993
----------- ------------ ----------
<S> <C> <C> <C>
LIABILITIES
Current liabilities
Notes payable and current
portion of long-term debt $ 506 $ 506 $ 1,854
Current portion of long-term debt to
related party -- 8,830 1,830
Accounts payable 1,536 1,873 2,316
Compensation and employee benefits 6,375 11,817 4,921
Deferred commissions payable 180 2,814 189
Accrued severance obligations 2,323 2,883 1,072
Accrued office closure costs 2,782 3,043 2,284
Accrued claims and settlements 10,375 10,375 13,596
Other accrued expenses 6,005 8,363 4,632
-------- -------- --------
Total current liabilities 30,082 50,504 32,694
Long-term liabilities
Notes payable and long-term debt, net
of current portion 839 900 684
Notes payable and long-term debt to
related party, net of current portion 28,593 15,237 16,629
Accrued claims and settlements 9,124 9,678 9,349
Accrued severance obligations 457 555 1,215
Accrued office closure costs 3,938 4,043 4,308
Other 26 235 1,798
-------- -------- --------
Total liabilities 73,059 81,152 66,677
-------- -------- --------
REDEEMABLE PREFERRED STOCK
12% Senior convertible preferred stock,
$100.00 per share redemption value:
137,160 shares outstanding 14,857 14,365 13,060
5% Junior convertible preferred stock,
$100.00 per share redemption value:
150,000 shares outstanding 15,737 15,535 14,957
-------- -------- --------
Total redeemable preferred stock 30,594 29,900 28,017
-------- -------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.01 par value:
1,000,000 shares authorized; 287,160
shares issued as redeemable preferred
stock
Common stock, $.01 par value:
25,000,000 shares authorized;
4,112,358, 4,060,271 and 4,055,579
shares issued and outstanding at
March 31, 1994, December 31, 1993 and
March 31, 1993, respectively 42 41 40
Additional paid-in-capital 47,591 48,070 49,900
Retained earnings (deficit) (121,725) (116,978) (103,432)
-------- -------- --------
Total stockholders' equity (deficit) (74,092) (68,867) (53,492)
-------- -------- --------
Total liabilities and stockholders'
deficit $ 29,561 $ 42,185 $ 41,202
-------- -------- --------
-------- -------- --------
</TABLE>
5
The accompanying notes are an integral part
of the consolidated financial statements.
<PAGE>
GRUBB & ELLIS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
-------------------------
1994 1993
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (4,747) $ (4,662)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 492 603
Increase in brokerage receivables (1,231) (385)
Decrease in compensation and employee benefits (5,442) (3,706)
Decrease in deferred commissions (2,634) (1,725)
Decrease in accounts payable (337) (859)
Decrease in other, net (1,755) (2,052)
-------- --------
Net cash used by operating activities (15,654) (12,786)
Cash flows from Investing activities:
Dispositions of real estate joint ventures
and real estate owned -- 300
Disposition of other assets -- 3,350
Purchases of equipment and leasehold improvements (331) (209)
Distribution from real estate joint ventures and
real estate owned 40 --
-------- --------
Net cash (used) provided by investing activities (291) 3,441
Cash flows from Financing activities:
Repayment of notes payable (62) (5,595)
Proceeds from issuance of preferred stock -- 13,750
Costs related to issuance of preferred stock and
restructure of debt -- (1,400)
Proceeds from issuance of common stock 3 37
Proceeds from borrowing 4,000 --
-------- --------
Net cash provided by financing activities 3,941 6,792
Net decrease in cash and cash equivalents (12,004) (2,553)
Cash and cash equivalents at beginning of period 22,364 12,937
Cash and cash equivalents at end of period $ 10,360 $ 10,384
- ------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest $ 598 $ 15
Taxes 197 117
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
6
<PAGE>
GRUBB & ELLIS COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. INTERIM PERIOD REPORTING
The accompanying unaudited consolidated financial statements include the
accounts of Grubb & Ellis Company, its wholly and majority owned
subsidiaries and controlled partnerships (the "Company"), and are prepared
in accordance with generally accepted accounting principles for interim
financial information. The information presented includes all adjustments
which are, in the opinion of management, necessary to a fair statement of
results for the interim periods reported. All adjustments are of a normal
recurring nature. Such information should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December 31, 1993.
Certain amounts in prior periods have been reclassified to conform to the
current presentation.
2. INCOME TAXES
The Company's tax provision is attributable to current state tax
liabilities.
3. LOSS PER COMMON SHARE AND EQUIVALENTS
Loss per common share and equivalents computations are based on the
weighted average number of common shares outstanding after giving effect to
potential dilution from common stock options and warrants.
The calculation of loss per share of common stock includes net loss plus
amounts applicable to the Senior and Junior Preferred Stock for the
undeclared dividends (accretion of liquidation preference) earned in the
amounts of approximately $444,000 and $194,000, respectively, for the
quarter ended March 31, 1994.
4. COMMITMENTS AND CONTINGENCIES
The Company was contingently liable for approximately $486,000 at March 31,
1994 as a guarantor of certain notes payable of real estate joint ventures
and partnerships. These notes payable mature at various dates through
1998. Of the Company's contingent liability at March 31, 1994,
substantially all is collateralized by land and improved property of these
entities. In the opinion of management, the current underlying value of
the assets collateralizing the contingent liabilities is greater than the
related obligations guaranteed by the Company. The Company has also
indemnified two wholly owned partnerships for their contingent liabilities
of up to $2 million each.
Prior to September 1993, the Company and its subsidiary, Grubb & Ellis
Asset Services ("GEASC"), provided services to the Resolution Trust Company
(the "RTC") and the Federal Deposit Insurance Corporation (the "FDIC"). As
a result of Prudential's current stock ownership and certain of its rights
under the Stockholders' Agreement, Prudential may be deemed to be a related
entity to the Company under RTC regulation. The Company, upon learning
that Prudential was party to a lawsuit with the FDIC, voluntarily refrained
from entering into new RTC contracts on the basis that if Prudential is
deemed to be a related party with the Company, the existence of the lawsuit
might impair the Company's and GEASC's ability to contract with the RTC and
FDIC. In April 1994, the Company was notified by the RTC that it has
proposed to exclude the Company and GEASC from RTC contracting as the
Company had not filed certain reports with the RTC. The Company plans to
file a response to the RTC's proposed exclusion and is unable to predict
the outcome or timing of these matters or whether or when it will be
allowed to resume RTC and FDIC contracting services.
7
<PAGE>
4. COMMITMENTS AND CONTINGENCIES (CONT'D)
JOHSZ ET AL V. KOLL COMPANY ET AL was filed in the Orange County
(California) Superior Court on March 14, 1994 against the Koll Company,
Grubb & Ellis Company, Koll Center Number 10, a California general
partnership ("Koll"), and Southern California Edison Company ("Edison").
The Complaint has not yet been served and no discovery has been conducted.
The plaintiffs, two former Company brokers, their wives, and a current
Company employee, allege that the brokers and employee acquired cancer from
electromagnetic waves produced by the electric transformer owned by
Edison and situated in a vault below office space leased by the Company in
a building owned by Koll. The Complaint alleges negligence, battery,
negligent infliction of emotional distress, fraudulent concealment, loss of
consortium and, against Edison only, strict liability. Specific damages
were not pled, but punitive as well as compensatory damages are sought.
The potential financial impact of this lawsuit on the Company cannot not
yet be determined.
The Company is involved in various other claims and lawsuits arising in the
ordinary course of business, as well as in connection with its
participation in various joint ventures, partnerships and a trust. In the
opinion of management, upon the advice of counsel, the eventual outcome of
such claims and lawsuits will not have a material adverse effect on the
Company's financial position or results of operations.
5. LONG-TERM DEBT MODIFICATIONS AND PROPOSED RIGHTS OFFERING
During March 1994, the Company, Warburg, Pincus Investors, L.P. ("Warburg")
and The Prudential Insurance Company of America ("Prudential") entered into
an agreement in principle (the "Agreement") pursuant to which certain
provisions of the existing Prudential debt agreements were waived to
provide that the Company will not be required to make principal payments on
any of the Prudential debt during 1994. Upon formal amendment of such debt
agreements, the revolving credit facility will mature on November 1, 1999,
principal on the Senior Note will be payable in two equal installments on
November 1, 1997 and 1998, and principal on the PIK Notes will be payable
in two approximately equal installments on November 1, 2000 and 2001. The
interest rate on the PIK Notes will increase from 10.65% to 11.65% per
annum on January 1, 1996. In addition, certain covenants of the debt
agreements remain in place, but will not be in effect until April 1, 1997.
The debt agreements, as amended, will provide for supplemental principal
payments commencing July 1, 1998 if the Company meets certain financial
tests.
The Agreement also provided for the Company to seek additional equity
capital through a rights offering, subject to stockholder approval, and for
Warburg to loan the Company up to $10 million at an initial interest rate
of 5% per annum with a maturity date of April 28, 1995 ("Warburg Interim
Financing Loan"). The interest rate will increase to 10% per annum in the
event that stockholder approval of certain of the transactions contemplated
by the Agreement is not obtained. Interest on the loan will be due upon
maturity or upon refinancing, whichever occurs first. The loan is secured
by the Company's commercial brokerage revenues through a cash collateral
account. Prudential also has a lien on the cash collateral account which
will be subordinated to Warburg's loan. The Company has borrowed $4
million from Warburg under this facility. Warburg has agreed to acquire
the common stock not acquired by the holders of common stock in the rights
offering, through the conversion of the Warburg Interim Financing Loan up
to an amount not exceeding $10 million plus accrued interest on the loan.
The Agreement also contemplates certain amendments to the existing
Convertible Preferred Stock and warrants to purchase common stock of the
Company held by Warburg and Prudential, and the issuance of additional
warrants to Warburg and Prudential, also subject to stockholder approval.
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
REVENUE
The Company has typically experienced its lowest quarterly revenue in the first
quarter of each year with historically higher and more consistent revenue in the
second and third quarters. The fourth quarter has historically provided the
highest quarterly level of revenue due to increased activity caused by the
desire of clients to complete transactions by year-end. However, quarterly
revenue variations are not significant. Over the last three years, revenue in
any given quarter, as a percentage of total annual revenue, ranged from a high
of no more than 29.2% to a low of 21.1%.
Revenue of $39.1 million for the first quarter of 1994 declined $3.2 million or
7.6% from revenue of $42.3 million in the first quarter of 1993. Excluding
revenue from the sold Northern California residential brokerage operations and
certain offices closed during the last quarter of 1993 and first quarter of
1994, as well as government contracting business conducted during the first
quarter of 1993 not repeated in 1994 (See Note 4 of Notes to Consolidated
Financial Statements), revenue increased approximately $2.8 million or 7.9% in
the first quarter of 1994 compared to the first quarter of 1993.
Effective February 1, 1994, the Company modified its reporting structure to
increase operating efficiencies and reduce costs. The modifications include the
integration of management of commercial brokerage operations with the appraisal
and consulting and commercial mortgage brokerage operations, on a regional
basis. The integration also includes those property management operations which
the Company has resumed, independent of Axiom Real Estate Management, Inc.
("Axiom"), a majority owned subsidiary of the Company which provides property
and facilities management. Axiom closed certain offices pursuant to its
strategic objective to focus on those markets where it has a large number of
properties which will enable it to provide more efficient, cost-effective
service. Additionally, in February 1994, the Company closed several
unprofitable appraisal and consulting offices.
Increases in revenue of $1.1 million or 26.6% and $185,000 or 1.9%, as compared
to the first quarter of 1993, occurred in the Pacific Northwest and Pacific
Southwest regions, respectively. These increases were offset by declines in
revenue in the Eastern and Midwest/Texas regions of $544,000 or 8.5% and
$254,000 or 2.9%, respectively.
Revenue from the Company's remaining residential brokerage operation increased
$241,000 or 6.8% as compared to the first quarter of 1993 and property
management, under Axiom, improved $226,000 or 4.6%. Revenue from the existing
residential mortgage brokerage operations declined $167,000 or 31.3% from the
first quarter of 1993.
COSTS AND EXPENSES
Real estate brokerage commissions expense (salespersons' participation) is the
Company's major expense and is contingent upon gross brokerage commission
revenue levels. As a percentage of total revenue, salespersons' participation
expense for the three months ended March 31, 1994 decreased to 47.4% from 49.6%
for the same period in 1993. This decrease is primarily a result of the sale
of the Northern California residential brokerage operation.
Operating expenses, other than real estate brokerage commissions expense, of
$25.2 million for the first quarter of 1994 declined by 2.5% from $25.9 million
in the first quarter of 1993. Excluding the decline in expenses resulting from
the sale of Northern California residential brokerage operations and the closure
of the offices discussed above, operating expenses increased by $2.0 million or
8.6% in the first quarter of 1994 compared to the same period of 1993. The
increase was primarily a result of several key management positions being filled
in the latter part of 1993 and additional investments in training, computer
systems, and other resources anticipated to improve future profits.
9
<PAGE>
NET LOSS
The net loss for each of the first quarters of 1994 and 1993 was $4.7 million.
Net loss per common share was $1.33 for the first quarter of 1994 compared to
$1.30 for the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased by $12.0 million from December 31, 1993 to
March 31, 1994. The decrease was mainly attributable to cash used by operations
of $15.7 million, which included $5.4 million for 1993 salespersons' and
managers' incentive compensation, $2.6 million for deferred salespersons'
commission payments, and an interest payment of $495,000 on the Prudential
Senior Note. These cash outflows were offset by cash received of $4 million
from the Warburg interim financing loan (see Note 5 of Notes to the Consolidated
Financial Statements).
During the first quarter, working capital increased by $8.1 million to a deficit
of $9.7 million, primarily due to the modification of terms on the Prudential
debt. The modification had the effect of reclassifying approximately $9 million
of principal payments on the Prudential Senior, Subordinated and Revolving
Credit Notes from current to noncurrent liabilities. Additionally, the Company
borrowed $4 million on the Warburg interim financing loan.
Stockholders' deficit was $74.1 million or $18.02 per share at March 31, 1994 as
compared to $68.9 million or $16.96 per share at December 31, 1993. The
accumulated deficit increased to $121.7 million from $117.0 million at December
31, 1993.
The Company believes that its short-term and long-term cash requirements will be
met by operating cash flow, seasonal use of the Prudential $5-million Revolving
Credit Note, use of the interim financing provided by Warburg (see Note 5 of
Notes to the Consolidated Financial Statements), and assuming the Company
obtains the required stockholder approval, the subsequent sale of rights to
acquire common stock in the Company (also discussed in Note 5). Although first
quarter operating cash flow was not positive, historically the Company's cash
flow typically has improved in each subsequent quarter. While the Company's
full year operating plan for 1994 provides for positive operating cash flow, the
Company was unable to generate positive operating cash flow during 1993 despite
plans to do so. If the 1994 operating plan is not substantially achieved
because of adverse economic conditions or other unfavorable events, the Company
may find it necessary to further reduce expense levels, or undertake other
actions as may be appropriate.
10
<PAGE>
PART II
OTHER INFORMATION
(Items 2, 3, 4, and 5 are not applicable
for the quarter ended March 31, 1994)
11
<PAGE>
Item 1. LEGAL PROCEEDINGS
The information in Note 4, Commitments and Contingencies, to the
Consolidated Financial Statements related to JOHSZ ET AL V. KOLL
COMPANY ET AL is incorporated herein by reference.
Item 6(a). EXHIBITS
(4) Instruments Defining the Rights of Security Holders, including
Indentures
4.1 Senior Note, Subordinated Note and Revolving Credit Note
Agreement between The Prudential Insurance Company of America and
the Registrant dated as of November 2, 1992, incorporated herein
by reference to Exhibit 4.6 to the Registrant's Current Report on
Form 8-K filed on February 8, 1993 (Commission File No. 1-8122).
4.2 Letter agreement between The Prudential Insurance Company of
America and the Registrant dated March 26, 1993, incorporated
herein by reference to Exhibit 4.10 to the Registrant's Quarterly
Report on Form 10-Q filed on May 15, 1993 (Commission File No.
1-8122).
4.3 Letter agreement between The Prudential Insurance Company of
America and the Registrant dated April 19, 1993, incorporated
herein by reference to Exhibit 4.11 to the Registrant's Quarterly
Report on Form 10-Q filed on May 15, 1993 (Commission File No.
1-8122).
4.4 Letter agreement between The Prudential Insurance Company of
America and the Registrant dated October 26, 1993, incorporated
herein by reference to Exhibit 4.21 to the Registrant's
registration statement on Form S-8 filed on November 12, 1993
(Registration No. 33-71484).
4.5 Letter agreement between The Prudential Insurance Company of
America and the Registrant dated March 28, 1994, incorporated by
reference to Exhibit 4.5 to the Registrant's Annual Report on
Form 10-K filed on March 31, 1994 (Commission File No. 1-8122).
4.6 Modification to Note and Security Agreement between the
Registrant and The Prudential Insurance Company of America dated
as of March 28, 1994, incorporated by reference to Exhibit 4.17
to the Registrant's Amendment to its Annual Report on Form 10-K/A
filed on April 29, 1994 (Commission File No. 1-8122).
4.7 Securities Purchase Agreement between The Prudential Insurance
Company of America and the Registrant, dated as of November 2,
1992, incorporated herein by reference to Exhibit 28.4 to the
Registrant's Current Report on Form 8-K filed on November 12,
1992 (Commission File No. 1-8122).
4.8 Specimen of stock subscription warrant No. 5 issued to The
Prudential Insurance Company of America, dated January 29, 1993,
exercisable for 200,000 shares of the Registrant's Common Stock,
incorporated by reference to Exhibit 28.10 to the Registrant's
Current Report on Form 8-K filed on February 8, 1993 (Commission
File No. 1-8122).
12
<PAGE>
Item 6(a). EXHIBITS, CONT'D.:
4.9 Securities Purchase Agreement among Warburg, Pincus Investors,
L.P., Joe F. Hanauer and the Registrant, dated as of November 2,
1992, incorporated herein by reference to
Exhibit 28.3 to the Registrant's Current Report on Form 8-K filed
on November 12, 1992 (Commission File No. 1-8122).
4.10 Specimen of stock subscription warrant No. 6 issued to Warburg,
Pincus Investors, L.P., dated as of January 29, 1993, exercisable
for 337,042 shares of the Registrant's Common Stock, incorporated
herein by reference to Exhibit 4.11 to the Registrant's
registration statement on Form S-8 filed on November 12, 1993
(Registration No. 33-71484).
4.11 Specimen of stock subscription warrant No. S-3 issued to
Warburg, Pincus Investors, L.P., dated January 29, 1993,
exercisable for 370,566 shares of the Registrant's Common Stock,
incorporated herein by reference to Exhibit 4.17 to the
Registrant's registration statement on Form S-8 filed on November
12, 1993 (Registration No. 33-71484).
4.12 Summary of terms of proposed bridge loan and rights offering
executed by Warburg, Pincus Investors, L.P., The Prudential
Insurance Company of America and the Registrant as of March 28,
1994, incorporated by reference to Exhibit 4.11 to the
Registrant's Annual Report on Form 10-K filed on March 31, 1994
(Commission File No. 1-8122).
4.13 Cash Collateral Account Agreement between Bank of America
N.T.&S.A. and the Registrant dated as of March 29, 1994,
incorporated by reference to Exhibit 4.12 to the Registrant's
Annual Report on Form 10-K filed on March 31, 1994 (Commission
File No. 1-8122).
4.14 Intercreditor Agreement between Warburg Pincus, Investor, L.P.
and The Prudential Insurance Company of America dated as of March
28, 1994, incorporated by reference to Exhibit 4.13 to the
Registrant's Annual Report on Form 10-K filed on March 31, 1994
(Commission File No. 1-8122).
4.15 Promissory Note in the amount of up to $10 million dated as of
March 29, 1994, executed by the Registrant in favor of Warburg,
Pincus Investors, L.P., incorporated by reference to Exhibit 4.15
to the Registrant's Amendment to its Annual Report on Form 10-K/A
filed on April 29, 1994 (Commission File No. 1-8122).
4.16 Loan and Security Agreement among the Registrant, Warburg Pincus
Investors, L.P. and The Prudential Insurance Company of America
dated as of March 29, 1994., incorporated by reference to Exhibit
4.15 to the Registrant's Amendment to its Annual Report on Form
10-K/A filed on April 29, 1994 (Commission File No. 1-8122).
4.17 Promissory Note in the amount of $250,000 dated as of January 8,
1990 executed by the Registrant in favor of DW Limited
Partnership, incorporated by reference to Exhibit 4.14 to the
Registrant's Annual Report on Form 10-K filed on March 31, 1994
(Commission File No. 1-8122).
On an individual basis, instruments other than Exhibits 4.1
through 4.17 listed above defining the rights of holders of long-
term debt of the Registrant and its consolidated subsidiaries and
partnerships do not exceed ten percent of total consolidated
assets and
13
<PAGE>
Item 6(a). EXHIBITS, CONT'D.:
are, therefore, omitted; however, the Company will furnish
supplementally to the Commission any such omitted instrument upon
request.
(10) MATERIAL CONTRACTS
10.1 Grubb & Ellis Company 1990 Amended and Restated Stock Option
Plan, as amended as of August 9, 1993, incorporated herein by
reference to Exhibit 4.1 to the Registrant's registration
statement on Form S-8 filed on November 12, 1993 (Registration
No. 33-71580).
10.2 Grubb & Ellis Company Executive Supplemental Deferred
Compensation Plan, incorporated herein by reference to Exhibit
10.13 to the Registrant's Registration Statement on Form S-2
filed on January 12, 1990 (Registration No. 33-32979).
10.3 Grubb & Ellis Company 1985 Restricted Value Stock Plan, as
amended effective December 3, 1987, incorporated herein by
reference to Exhibit 10.13 to the Registrant's Annual Report on
Form 10-K filed on March 31, 1989 (Commission File No. 1-8122).
10.4 Agreement between HSM Inc. and David Donosky dated January 15,
1988, regarding exchange of indebtedness, incorporated herein by
reference to Exhibit 10.23 to the Registrant's Annual Report on
Form 10-K filed on March 30, 1988 (Commission File No. 1-8122).
10.5 Loan Agreement between David Donosky and the Registrant dated
October 20, 1989, incorporated herein by reference to Exhibit
10.21 to the Registrant's registration statement on Form S-2
filed on January 12, 1990 (Registration No. 33-32979).
10.6 Description of Grubb & Ellis Company Senior Management
Compensation Plan, incorporated herein by reference to Exhibit
10.17 to the Registrant's Annual Report on Form 10-K filed on
March 30, 1992 (Commission File No. 1-8122).
10.7 Stock Purchase and Stockholder Agreement dated May 6, 1992, among
GE New Corp., the Registrant and International Business Machines
Corporation, incorporated herein by reference to Exhibit 28.2 to
the Registrant's Quarterly Report on Form 10-Q filed on May 15,
1992 (Commission File No. 1-8122).
10.8 Master Management Agreement dated May 6, 1992 between
International Business Machines Corporation and GE New Corp.,
incorporated herein by reference to Exhibit 28.2 to the
Registrant's Quarterly Report on Form 10-Q filed on May 15, 1992
(Commission File No. 1-8122).
10.9 Master Financing Agreement dated August 5, 1992 between IBM
Credit Corporation and Axiom Real Estate Management, Inc.,
incorporated herein by reference to Exhibit 28.4 to the
Registrant's Quarterly Report on Form 10-Q filed on August 13,
1992 (Commission File No. 1-8122).
10.10 Credit Agreement dated as of August 31, 1992, between Axiom Real
Estate Management, Inc. and the Registrant, incorporated herein
by reference to Exhibit 28.6 to the Registrant's Quarterly Report
on Form 10-Q filed on November 16, 1992 (Commission File No. 1-
8122).
10.11 Purchase Agreement dated February 16, 1993 between the Registrant
and JMB Institutional Realty Advisers, L.P., incorporated herein
by reference to Exhibit 10.20 to the Registrant's Quarterly
Report on Form 10-Q filed on May 15, 1993 (Commission File No. 1-
1822).
14
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(10) MATERIAL CONTRACTS, CONT'D.:
10.12 Purchase Agreement dated March 4, 1993 between the Registrant and
Fox and Carskadon/Better Homes and Gardens, incorporated herein
by reference to Exhibit 10.21 to the Registrant's Quarterly
Report on Form 10-Q filed May 15, 1993 (Commission File No. 1-
1822).
10.13 Stockholders' Agreement among Warburg, Pincus Investors, L.P.,
The Prudential Insurance Company of America, Joe F. Hanauer and
the Registrant dated January 29, 1993, incorporated herein by
reference to Exhibit 28.1 to the Registrant's Current Report on
Form 8-K filed on February 8, 1993 (Commission File No. 1-8122).
10.14 Amendment to Stockholders' Agreement among Warburg, Pincus
Investors, L.P., The Prudential Insurance Company of America, Joe
F. Hanauer and the Registrant, dated as of July 1, 1993,
incorporated herein by reference to Exhibit 10.15 to the
Registrant's Quarterly Report on Form 10-Q filed on August 16,
1993 (Commission File No. 1-8122).
10.15 Severance Compensation Agreement, dated as of December 31, 1992,
between the Registrant and Donald L. McGee, incorporated herein
by reference to Exhibit 10.25 to the Registrant's Annual Report
on Form 10-K filed on April 15, 1993 (Commission File No. 1-
8122).
10.16 Severance Compensation Agreement, dated as of August 31, 1992,
between the Registrant and Emmett R. DeMoss, Jr., incorporated
herein by reference to Exhibit 10.26 to the Registrant's Annual
Report on Form 10-K filed on April 15, 1993 (Commission File No.
1-8122).
10.17 Severance Compensation Agreement, dated as of December 31, 1992,
between the Registrant and Donald V. Jones, incorporated herein
by reference to Exhibit 10.27 to the Registrant's Annual Report
on Form 10-K filed on April 15, 1993 (Commission File No. 1-
8122).
10.18 Amendment No. 1 to Severance Compensation Agreement, dated as of
December 31, 1992, between the Registrant and Donald V. Jones,
incorporated herein by reference to Exhibit 10.28 to the
Registrant's Annual Report on Form 10-K filed on April 15, 1993
(Commission File No. 1-8122).
10.19 Employment Agreement, effective May 20, 1992, between the
Registrant and Alvin L. Swanson, Jr., incorporated herein by
reference to Exhibit 10.29 to the Registrant's Annual Report on
Form 10-K filed on April 15, 1993 (Commission File No. 1-8122).
10.20 First Amendment to Employment Agreement, effective as of May 20,
1992, between the Registrant and Alvin L. Swanson, Jr.,
incorporated herein by reference to Exhibit 10.30 to the
Registrant's Annual Report on Form 10-K filed on April 15, 1993
(Commission File No. 1-8122).
10.21 Second Amendment to Employment Agreement, effective as of
February 24, 1993, between the Registrant and Alvin L. Swanson,
Jr., incorporated herein by reference to Exhibit 10.31 to the
Registrant's Quarterly Report on Form 10-Q filed on May 15, 1993
(Commission File No. 1-8122).
10.22 1993 Stock Option Plan for Outside Directors, incorporated herein
by reference to Exhibit 4.1 to the Registrant's registration
statement on Form S-8 filed on November 12, 1993 (Registration
No. 33-71484).
15
<PAGE>
(10) MATERIAL CONTRACTS, CONT'D.:
10.23 Separation Agreement between the Registrant and Wilbert F.
Schwartz dated as of April 25, 1994, incorporated by reference to
Exhibit 10.23 to the Registrant's Amendment to its Annual Report
on Form 10-K/A filed on April 29, 1994 (Commission File No. 1-
8122).
(11) Statement Regarding Computation of Per Share Earnings
Item 6(b) REPORTS ON FORM 8-K
None.
SIGNATURE
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 thereunto duly authorized.
GRUBB & ELLIS COMPANY
(Registrant)
Date: May 13, 1994 /s/Connie Hardisty
------------------
Connie Hardisty
Vice President and
Corporate Controller
16
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GRUBB & ELLIS COMPANY AND SUBSIDIARIES
EXHIBIT INDEX
FOR THE QUARTER ENDED MARCH 31, 1994
Exhibit
- -------
(11) Statement regarding Computation of Per Share Earnings,
incorporated herein by reference to Exhibit 11 to the
Registrant's Quarterly Report on Form 10-Q filed May
15, 1994 (Commission File No. 1-8122)
17
