GRUBB & ELLIS CO
10-K/A, 1995-03-31
REAL ESTATE AGENTS & MANAGERS (FOR OTHERS)
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<PAGE>
 
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549
 
                                 FORM 10-K/A     

                               AMENDMENT NO. 1     


[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended December 31, 1994

                                      OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

               SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

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,
                           San Francisco, CA  94104
                           ------------------------
             (Address of principal executive offices)   (Zip Code)

                                 (415)956-1990
              -------------------------------------------------- 
             (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
     Title of each class               Name of each exchange on which registered
     -------------------               -----------------------------------------
      Common Stock                           New York Stock Exchange
                                             Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

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 reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X    No _____
                                        -----          

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in its definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. []

The aggregate market value of voting common stock held by nonaffiliates of the
registrant as of February 15, 1995 was approximately $8,618,643.

The number of shares outstanding of the registrant's common stock as of February
15, 1995 was 8,797,377 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement to be filed pursuant to
Regulation 14A no later than 120 days after the end of the fiscal year (December
31, 1994) are incorporated by reference into part III.

                                                                               1
<PAGE>
 
                                  SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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 on this 30th day of March,
1995.

GRUBB & ELLIS COMPANY
(REGISTRANT)

                  *
by ________________________________
   Joe F. Hanauer
   Chairman of the Board and
   Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

                                                         
/s/ ROBERT J. HANLON, JR.                             March 30, 1995
    
_______________________________________
Robert J. Hanlon, Jr.
Chief Financial Officer and
Senior Vice President

   
/s/ JAMES E. KLESCEWSKI                               March 30, 1995
    
_______________________________________                         
James E. Klescewski
Vice President and
Corporate Controller


                                                      March 30, 1995
               *   
______________________________________
Joe F. Hanauer, Chairman of the Board
and Director



               *                                      March 30, 1995
______________________________________
R. David Anacker, Director



               *                                      March 30, 1995
______________________________________
Reuben S. Leibowitz, Director



               *                                      March 30, 1995
______________________________________
John D. Santoleri, Director

                                                                              52
<PAGE>
 
               *                                      March 30, 1995
______________________________________
Lawrence S. Bacow, Director



               *                                      March 30, 1995
______________________________________
Robert J. McLaughlin, Director


                                           *Pursuant to Powers of Attorney
     /s/ ROBERT J. WALNER              
     __________________________________                       
By:  Robert J. Walner, Attorney-in-Fact

                                                                              53
<PAGE>
 
Pursuant to the requirements of Section 13 or 15(d) 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 on the 31st of March, 1995.

                                          Grubb & Ellis Company
                                          (Registrant)

                                          By /s/ James E. Klescenski
                                             -----------------------------------
                                             James E. Klescenski
                                             Vice President and
                                             Corporate Controller



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