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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
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) OCTOBER 21, 1996
----------------
GRUBB & ELLIS COMPANY
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (415) 956-1990
------------------------------
NO CHANGE
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 5. OTHER EVENTS.
On October 21, 1996, Warburg, Pincus Investors, L.P. ("Warburg") and The
Prudential Insurance Company of America ("Prudential"), both of which are
principal stockholders of Grubb & Ellis Company, a Delaware corporation (the
"Company"), entered into an agreement (the "Sale Agreement") pursuant to which
Warburg acquired from Prudential all of the outstanding debt, Common Stock
warrants, and substantially all of the Preferred Stock held by Prudential in the
Company (together, the "Prudential Securities"), for $23 million plus accrued
but unpaid interest on the senior debt. The closing occurred on October 22,
1996. Concurrently, Warburg has granted the Company an option, (the "Option")
until April 16, 1997, to acquire all of the Prudential Securities which Warburg
acquired from Prudential, at Warburg's cost, plus interest.
The Prudential Securities include: (a) $5,000,000 Principal Amount
Amended and Restated Revolving Credit Note due November 1, 1999; (b)
$6,500,000 Amended and Restated 9.90% Senior Note due November 1, 1998; (c)
$3,500,000 Principal Amount Amended and Restated 9.90% Senior Note due
November 1, 1998; (d) $10,900,834.33 Principal Amount Amended and Restated
10.65% Subordinated Payment-In-Kind Note due November 1, 2001; (e)
$1,520,058.79 Principal Amount 11.65% Subordinated Payment-In-Kind Note, due
November 1, 2001; (f) $723,517.03 Principal Amount 11.65% Subordinated
Payment-In-Kind Note due November 1, 2001 (together, the "Notes"); (g)
130,233 Shares of Junior Convertible Preferred Stock; (h) Restated Stock
Subscription Warrant No. 16 to Subscribe for 200,000 Shares of Common Stock;
and (i) New Stock Subscription Warrant No. 17 to Subscribe for 150,000 Shares
of Common Stock. The Sale Agreement provides that in the event that Warburg
converts its Preferred Stock to Common Stock, Prudential will convert its
Preferred Stock to Common Stock as well. A copy of the Sale Agreement is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Prudential will continue to hold 397,549 shares of Common Stock and 19,767
shares of Junior Preferred Stock convertible to 352,447 shares of Common Stock.
Prudential will no longer be a party to a stockholders' agreement among
Prudential, Warburg, the Company and Joe F. Hanauer, a director and stockholder
of the Company, which was entered into in January 1993. A copy of the amendment
to the stockholders' agreement is attached hereto as Exhibit 99.3 and is
incorporated by reference herein.
While the Option remains unexercised during the Option period, no interest
or dividends will accrue or be due or payable on the Prudential Securities;
however, the Company will pay to Warburg interest at an initial rate of 10% per
annum, increasing to 12% per annum as of February 1, 1997, on Warburg's $23
million investment in the Prudential Securities. The Company will also
reimburse Warburg for accrued interest paid to Prudential at the date of closing
of Warburg's purchase of the Prudential Securities of approximately $318,000.
In consideration of receipt of the Option, the Company has agreed to extend the
expiration date of warrants to purchase an aggregate of 1,012,358 shares of
Common Stock of the Company, currently held by Warburg, from January 29, 1998 to
January 29, 2002. A
2
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copy of the Option agreement is attached hereto as Exhibit 99.2 and is
incorporated by reference herein.
The Company is currently seeking permanent financing with which to
exercise the Option, although there can be no assurances that financing can
be obtained or the Option exercised. If the Option is exercised, the Company
intends to cancel the Junior Convertible Preferred Stock and Notes.
The Option agreement was approved by those members of Board of Directors
of Grubb & Ellis Company having no special interest in the transaction.
Prior to its acquisition of the Securities from Prudential, Warburg held a
majority ownership interest in the Company, consisting of ownership of
4,277,433 shares of Common Stock, and 128,266 shares of Senior Preferred Stock,
convertible into an aggregate of 4,828,548 shares of Common Stock, in addition
to the warrants described above. Warburg's initial investment in the Company
occurred in January 1993.
Prudential had been the Company's primary creditor since a private
placement of the Company's debt in the principal amount of $35 million in 1986.
As a result of refinancings, the outstanding indebtedness to Prudential had been
reduced to the amounts described above.
A copy of the press release concerning certain of the transactions
described herein is attached hereto as Exhibit 99.4 and is incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number
-------
99.1. Sale and Assignment Agreement between Warburg, Pincus Investors, L.P.
and The Prudential Insurance Company of America dated October 21,
1996.
99.2. Option Agreement between Warburg, Pincus Investors, L.P. and Grubb &
Ellis Company dated October 21, 1996.
99.3 Third Amendment to Stockholders' Agreement by and among Grubb & Ellis
Company, Warburg, Pincus Investors, L.P., Joe F. Hanauer, and The
Prudential Insurance Company of America, dated as of October 22, 1996.
99.4 Press Release of Grubb & Ellis Company dated October 22, 1996.
3
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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
------------------------------
(Registrant)
Date: November 5, 1996 By: /s/ Robert J. Walner
-------------------------
Robert J. Walner
Senior Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit
Number
-------
99.1. Sale and Assignment Agreement between Warburg, Pincus Investors, L.P.
and The Prudential Insurance Company of America dated October 21,
1996.
99.2. Option Agreement between Warburg, Pincus Investors, L.P. and Grubb &
Ellis Company dated October 21, 1996.
99.3 Third Amendment to Stockholders' Agreement by and among Grubb & Ellis
Company, Warburg, Pincus Investors, L.P., Joe F. Hanauer, and The
Prudential Insurance Company of America, dated as of October 22, 1996.
99.4 Press Release of Grubb & Ellis Company dated October 22, 1996.
<PAGE>
EXHIBIT 99.1
SALE AND ASSIGNMENT AGREEMENT dated as of October 21, 1996 between THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Seller") and WARBURG, PINCUS
INVESTORS, L.P. ("Buyer").
1. Subject to the terms and conditions hereof, on the Closing Date (as
defined below), Seller hereby agrees to sell, transfer and assign to Buyer,
without recourse, representation or warranty of any kind except as set forth
herein, and Buyer hereby agrees to purchase from Seller, the Securities for an
aggregate purchase price equal to $23,318,034.72 (the "Purchase Price"). For
purposes of this Agreement, "Securities" means (a) $5,000,000 Principal Amount
Amended and Restated Revolving Credit Note due November 1, 1999; (b) $6,500,000
Amended and Restated 9.90% Senior Note due November 1, 1998; (c) $3,500,000
Principal Amount Amended and Restated 9.90% Senior Note due November 1, 1998;
(d) $10,900,834.33 Principal Amount Amended and Restated 10.65% Subordinated
Payment-In-Kind Note due November 1, 2001; (e) $1,520,058.79 Principal Amount
11.65% Subordinated Payment-In-Kind Note, due November 1, 2001; (f) $723,517.03
Principal Amount 11.65% Subordinated Payment-In-Kind Note due November 1, 2001;
(g) 130,233 Shares of Junior Convertible Preferred Stock; (h) Restated Stock
Subscription Warrant No. 16 to Subscribe for 200,000 Shares of Common Stock; and
(i) New Stock Subscription Warrant No. 17 to Subscribe for 150,000 Shares of
Common Stock, all of Grubb & Ellis Company (the "Company") issued pursuant to
(i) that certain Senior Note, the Subordinated Note and Revolving Credit Note
Agreement between the Company and Seller, dated as of November 2, 1992, as
amended from time to time (the "Note Agreement") and (ii) that certain
Securities Purchase Agreement between the Company and Seller, dated as of
November 2, 1992 (the "Securities Purchase Agreement").
2. The purchase and sale of the Securities will take place on October
22, 1996 or such later date as the parties hereto shall mutually agree (the
"Closing Date") and on the Closing Date Seller will deliver the Securities to
Buyer, together with duly executed bond or stock powers, as applicable,
payable to the order of Buyer and an incumbency certificate, against payment
of (a) $19,739,109.72 in immediately available funds to Seller's account
[omitted] at Bank of New York, New York, N.Y., [omitted] and (b) $3,578,925
in immediately available funds to Seller's account [omitted] at Bank of New
York, New York, N.Y., [omitted].
3. Seller hereby represents and warrants as of the date hereof and as of
the Closing Date that: (a) Neither Seller nor anyone acting on its behalf has
offered the Securities or any of them by means of any general solicitation or
general advertising and neither Seller nor anyone acting on its behalf has taken
any action which would subject the sale of the Securities to Buyer to the
registration provisions of Section 5 of the Securities Act of 1933, as amended
(the "Act"); (b) Seller has provided Buyer with a true, correct and complete
copy of the Securities, the Note Agreement and the Securities Purchase
Agreement; (c) Seller is the sole legal, record and beneficial owner
<PAGE>
of the Securities with good title thereto free and clear of any liens, claims,
options or other encumbrances; (d) Seller has full power, authority and legal
right to sell the Securities; (e) Seller has been the sole beneficial owner of
the Securities since their respective dates of issuance; (f) the $3,500,000
Principal Amount 9.90% Senior Note constitutes an asset of a pooled separate
account of Seller (the "Separate Account") subject to the prohibited transaction
rules in Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"); and (g) following execution by Buyer of a letter in the form
attached hereto as Exhibit A, Seller has provided Buyer with a list of sponsors
of employee benefit plans that participate in the Separate Account to the extent
of 10% or more (the "10% Plans"). Seller further represents and warrants that
as of the date hereof, and after giving effect to the sale of the Securities to
Buyer as contemplated herein, it holds for its own account the following
securities of the Company: (a) 19,767 shares of Junior Convertible Preferred
Stock and (b) 397,549 shares of Common Stock, par value $.01 per share.
4. As of the date hereof and as of the Closing Date, Buyer hereby (a)
acknowledges that the Securities have not been registered under the Act or the
securities or blue sky laws of any jurisdiction and agrees that it is not
acquiring the Securities with a view to sale or distribution in violation of
applicable securities laws; (b) confirms that Buyer has received a copy of the
Note Agreement, the Securities Purchase Agreement and the Securities, and such
other documents and information which Buyer has deemed necessary and appropriate
to make its own credit analysis and decision to purchase the Securities, and has
independently and without reliance on Seller, other than reliance upon the
representations, warranties and covenants of the Seller made herein, made its
own analysis and decision to enter into this Agreement and to purchase the
Securities; (c) represents and warrants that (i) in the normal course of its
business it invests in securities and is familiar with the terms of securities
with characteristics similar to the Securities and by reason of its business and
financial experience possesses such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the risks and
merits of an investment in the Securities; (ii) on the Closing Date, after
giving effect to the purchase contemplated hereby, Buyer will not be a
party-in-interest to any of the 10% Plans; and (iii) neither it nor any of its
affiliates is currently, and none of them has been at any time during the
twelve month period immediately preceding the date hereof, engaged in
substantive discussions with any party (other than the Company, with respect to
the option agreement referred to in paragraph 8(a) below, or Seller) with
respect to either (x) a sale of the Company or substantially all of its assets,
or (y) a sale of all or a part of the securities of the Company held by Buyer
(including Securities purchased hereunder), nor does Buyer have any present
intention to engage in any such transaction. Buyer further confirms that it has
obtained a representation from the Company for the benefit of Seller in
substantially the form attached hereto as Exhibit B.
5. Seller hereby agrees that if Buyer exercises its right to convert all
of its holdings of the Company's preferred stock to shares of the Company's
common stock, Seller will (promptly upon receipt of written notice that Buyer
has effected such
2
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conversion) exercise its right to convert the shares of the Company's Junior
Convertible Preferred Stock held by it (the "Retained Preferred Shares") to
shares of the Company's common stock in accordance with the provisions of the
Company's Certificate of Incorporation governing such conversion as in effect on
the date hereof. Seller further agrees (a) that the provisions of this
paragraph 5 shall (i) be binding on any transferee of the Retained Preferred
Shares and (ii) be specifically enforceable against Seller and (b) that Seller
shall cause any such transferee to agree that this paragraph 5 shall be
specifically enforceable against it.
6. Seller hereby agrees that it will record the Purchase Price on its
books and records as follows: $1,000 of the Purchase Price will be allocated to
the sale of the Securities referred to in subparagraphs 1(g) - (i) hereof, and
the balance will be allocated to the sale of the Securities referred to in
subparagraphs 1(a) - (f).
7. Seller and Buyer hereby acknowledge that each of them may possess
material non-public information with respect to the Company not known to the
other, and each agrees to hold the other harmless with respect to any such
information.
8. The obligations of the parties under this Agreement are subject to the
satisfaction of the following conditions: (a) the Company and Buyer shall have
executed an option agreement with respect to the Securities in substantially the
form attached hereto as Exhibit C; and (b) there shall have been executed by the
parties thereto an amendment to that certain Stockholders Agreement, dated as of
January 29, 1993, as heretofore amended, among the Company, Seller, Buyer and
Joe F. Hanauer, terminating Seller's obligations thereunder and pursuant to
which Seller releases all of its rights under such agreement.
9. Each party hereto shall execute and deliver all further documents or
instruments reasonably requested by the other party in order to effect the
intent and purposes of this Agreement and obtain the full benefit of this
Agreement.
10. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CONFLICTS OF LAWS
PROVISIONS THEREOF AND SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF BUYER
AND SELLER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
11. This Agreement, together with the letter referred to in paragraph
3(g) hereof, constitutes the complete agreement of the parties with respect to
the subject matter hereof, and supersedes all prior communications and
agreements of the parties with respect thereto, all of which have become merged
and integrated into this Agreement. This Agreement cannot be amended, modified
or waived, except by a writing executed by each of the parties hereto.
3
<PAGE>
12. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Stephen R. Haeckel
------------------------------
Name: Stephen R. Haeckel
Vice President
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Company, L.P.,
its General Partner
By: /s/ John D. Santoleri
------------------------------
Name: John. D. Santoleri
Title: Partner
4
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EXHIBIT 99.2
(212) 878-0600 FAX: (212) 878-9351
E. M. WARBURG, PINCUS & CO., INC.
466 LEXINGTON AVENUE, NEW YORK, N.Y. 10017-3147
October 21, 1996
Grubb & Ellis Company
10275 West Higgins Road, Suite 300
Rosemont, IL 60018
Attention: Mr. Neil Young
Gentlemen:
Warburg, Pincus Investors, L.P. ("WPI") has offered to purchase from The
Prudential Insurance Company of America ("Prudential") all of the debt and
warrants and 130,233 shares of preferred stock in Grubb & Ellis Company (the
"Company") which are currently held by Prudential (the "Securities").
Specifically, the Securities include Prudential's revolving credit note(s);
senior note(s); PIK note(s) (collectively, the "Notes"); warrants and
convertible preferred stock in the Company.
Upon acceptance of this letter as indicated by your signature below, WPI hereby
grants to the Company an option, for the Option Term set forth below, to
purchase the Securities as an entirety, effective upon WPI's purchase of the
Securities from Prudential, on the following terms:
1. EXERCISE PRICE: $23 million plus any accrued and unpaid interest due to
WPI as per paragraph 2, below. No interest or dividends will accrue or be
due or payable on the Securities during the Option Term, described below,
notwithstanding any stated interest or dividend rate or other terms of such
Securities.
2. INTEREST: The Company will pay WPI interest at an annual rate of 10%
through the last day of January, 1997 and 12% thereafter, payable on the
last day of each month during the Option Term, in arrears, based on WPI's
$23 million cost to purchase the Securities.
3. TERM: From the date of purchase of the Securities by WPI through April 16,
1997 (the "Option Term").
4. CLOSING: The closing will occur two business days after receipt by WPI of
written notice of the Company's intent to exercise the option, with the
purchase price payable in immediately available funds against delivery of
the Notes which shall be marked "Canceled" and certificates representing
the Securities to be sold. WPI will transfer title to the Securities free
and clear of any lien or encumbrance. WPI and the Company agree to sign
such
<PAGE>
Mr. Neil Young
Page 2 October 21, 1996
documents as are necessary to effect the cancellation of the Notes and the
assignment and transfer of the Securities from WPI to the Company as
provided herein.
Effective upon grant of this option, the Company will extend the expiration date
on WPI's warrants to purchase in the aggregate 1,012,358 shares of Company
common stock from the current expiration of January 29, 1998 to January 29,
2002.
The accrual and payment of any and all interest and dividends under the terms of
the Securities will be waived during the Option Term. If the option is not
exercised, interest and dividends on the Securities will begin to accrue
pursuant to the terms of the Securities effective April 17, 1997, and the
interest provided for pursuant to paragraph 2 herein shall cease.
The Company will reimburse WPI for interest paid by WPI to Prudential on behalf
of the Company in connection with WPI's purchase of the Securities from
Prudential, presently anticipated to be approximately $305,000, upon completion
of such purchase.
Each of WPI and the Company agrees that the other is or may be in possession of
material inside information with respect to the Company and waives any claims
with respect thereto.
During the Option Term the Securities shall be legended to state that the
Securities are subject to this option agreement. Any assignment of the
Securities by WPI during the Option Term shall be subject to this option
agreement.
If the above terms are acceptable, please sign below indicating your acceptance
and return a signed copy to me via facsimile.
Very truly yours,
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co.
By: /s/ John D. Santoleri
------------------------------
John D. Santoleri, Partner
ACCEPTED AND AGREED
GRUBB & ELLIS COMPANY
By: /s/ Robert J. Walner
------------------------------
Name: Robert J. Walner
------------------------------
Title: Senior Vice President
------------------------------
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EXHIBIT 99.3
THIRD AMENDMENT TO STOCKHOLDERS' AGREEMENT
Reference is made to that certain Stockholders' Agreement dated as of
January 29, 1993 and amended as of July 1, 1993 and amended further on November
1, 1994 (the "Stockholders' Agreement"), 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 unless otherwise specified
herein.
RECITALS
A. On October 21, 1996, Warburg and Prudential reached agreement upon the sale
and assignment (the "Sale and Assignment Agreement") from Prudential to Warburg
of the Securities, as defined in the Sale and Assignment Agreement.
B. The Sale and Assignment Agreement provides that, as a condition of closing,
there shall have been executed by the parties thereto, an amendment to the
Stockholders' Agreement terminating Prudential's obligations thereunder and
pursuant to which Prudential releases all of its rights under the Stockholders
Agreement.
NOW THEREFORE, in acknowledgment of the foregoing recitals, the parties hereby
agree as follows:
1. The Stockholders' Agreement is hereby amended so that any and all of
Prudential's obligations thereunder are hereby terminated.
2. The Stockholders' Agreement is hereby further amended so that any and all
of Prudential's rights thereunder are hereby terminated and released.
3. Except as specifically provided herein, the terms and conditions of the
Stockholders' Agreement shall remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment
To Stockholders' Agreement this 22nd day of October, 1996.
GRUBB & ELLIS COMPANY
By: /s/ Robert J. Walner
-----------------------------
Name: Robert J. Walner
-----------------------------
Title: Sr. Vice President
-----------------------------
WARBURG, PINCUS INVESTORS, L.P.
By: /s/ John D. Santoleri
-----------------------------
Name: John D. Santoleri
-----------------------------
Title: Partner
-----------------------------
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Stephen R. Haeckel
-----------------------------
Name: Stephen R. Haeckel
-----------------------------
Title: Vice President
-----------------------------
JOE F. HANAUER, an individual
By: /s/ Joe F. Hanauer
-----------------------------
Joe F. Hanauer
2
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EXHIBIT 99.4
GRUBB & ELLIS
NEWS RELEASE
FOR RELEASE AT 4:00 P.M. EASTERN TIME:
Contact: Robert J. Walner
Grubb & Ellis Company
847/390-8050, ext. 868
GRUBB & ELLIS ANNOUNCES ACQUISITION OF OPTION
TO RE-PURCHASE OUTSTANDING DEBT AND STOCK
SAN FRANCISCO, Oct. 22, 1996 --- Grubb & Ellis Company, the nation's
largest publicly traded commercial real estate services firm (NYSE: GBE),
announced today that Warburg, Pincus Investors, L.P., its principal stockholder,
has acquired all of the debt and warrants, and substantially all of the
preferred stock in Grubb & Ellis currently held by The Prudential Insurance
Company of America.
Concurrently, New York-based Warburg, Pincus has granted Grubb & Ellis an
option to acquire the securities that Warburg, Pincus is purchasing from Newark,
N.J.-based Prudential.
The terms of the purchase agreement between Warburg, Pincus and Prudential,
and the option agreement between Warburg, Pincus and Grubb & Ellis, provide for
a purchase price of $23 million to acquire $15 million of senior debt, $13
million of subordinated debt, warrants to purchase 350,000 shares of common
stock and $13 million face amount of junior convertible preferred stock,
convertible into approximately 13 percent of Grubb & Ellis common stock on a
fully diluted basis.
<PAGE>
(more)
GRUBB & ELLIS---Add One
Prudential will retain approximately a five percent equity interest in
Grubb & Ellis. In connection with the grant of the option, Grubb & Ellis has
extended the exercise periods for warrants held by Warburg, Pincus for four
years and has agreed to pay Warburg, Pincus interest on the purchase price.
Grubb & Ellis is currently pursuing financing to enable it to exercise the
purchase option between itself and Warburg, Pincus before April 16, 1997.
"This transaction provides Grubb & Ellis with the opportunity to reduce our
debt, further improve our balance sheet and enhance our ability to grow our
market share in an improving commercial real estate market," said Neil Young,
president and CEO, Grubb & Ellis. "This transaction demonstrates the confidence
Warburg, Pincus has in our company's future."
"Grubb & Ellis is repositioning itself as one of only a few truly global
commercial real estate service companies," added Joe F. Hanauer, chairman, Grubb
& Ellis. "The Company's progress has given Warburg the confidence to further
support our efforts to enhance our market position."
Through its 87 offices in 60 cities and an expansive system of outreach
affiliates, Grubb & Ellis services clients in every major American metropolitan
area. The firm has nearly 3,500 associates. In 1995, Grubb & Ellis completed
over 12,000 commercial real estate transactions valued in excess of $9 billion.
# # #
