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UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
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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)
400095204
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(CUSIP Number)
Gary Trabka, The Prudential Insurance Company of America
Four Gateway Center, Newark, NJ 07102
(201) 802-7500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 22, 1996
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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 the subject of this Schedule 13D, and is filing this
schedule 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 / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting ownership of five percent or less of such class.) (See Rule
13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No. 400095204 Page 2 of Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
IRS Identification No. 22-1211670
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS*
OO
________________________________________________________________________________
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 Jersey
________________________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF 749,996
SHARES
BENEFICIALLY _________________________________________________________
OWNED BY 8. SHARED VOTING POWER
EACH
PERSON -0-
WITH _________________________________________________________
9. SOLE DISPOSITIVE POWER
749,996
_________________________________________________________
10. SHARED DISPOSITIVE POWER
-0-
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
749,996
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
8.1%
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
________________________________________________________________________________
14. TYPE OF REPORTING PERSON*
IC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 4 (the "Amendment") to Schedule
13D is being filed on behalf of the undersigned to amend the Schedule 13D dated
November 11, 1992 (as such Schedule has been amended and/or restated from time
to time, 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 meaning as set forth in the Schedule
13D.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Items 4 and 6 to the Schedule 13D are hereby amended, by
inserting the following:
On October 22, 1996 Prudential sold to Warburg, Pincus Investors, L.P.
("Warburg"), pursuant to a Sale and Assignment Agreement, dated as of October
21, 1996 (the "Sale Agreement"), the following securities of the Company which
were owned by Prudential (the "Sold Securities"): (i) the $5,000,000 Principal
Amount Amended and Restated 9.90% Revolving Credit Note due November 1, 1999;
(ii) the $6,500,000 Amended and Restated 9.90% Senior Note due November 1,
1998; (iii) the $3,500,000 Amended and Restated 9.90% Senior Note due November
1, 1998; (iv) the $10,900,834.33 Principal Amount Amended and Restated 11.65%
Subordinated Payment-in-Kind Note due November 1, 2001; (v) the $723,517.03
Principal Amount 11.65% Subordinated Payment-in-Kind Note due November 1, 2001,
(vi) the $1,520,058.79 Principal Amount 11.65% Subordinate Payment-in-Kind Note
due November 1, 2001; (vii) 130,323 shares of Junior Convertible Preferred
Stock and (viii) the Current Warrants, currently exercisable to purchase
350,000 shares of Common Stock. Prudential received aggregate cash
consideration from Warburg for the Sold Securities of $23,318,034.72. The
Sales Agreement is Exhibit 1 to this Amendment, and its terms are incorporated
herein by reference in their entirety, and the descriptions contained herein
are qualified thereby.
Pursuant to the terms of the Sale Agreement, Prudential agreed that,
in the event that Warburg exercises its right to convert all of its holdings of
the Company's preferred stock to shares of Common Stock, Prudential (or any
subsequent holder of Junior Convertible Preferred Stock held by Prudential
immediately following consummation of the transactions contemplated by the
Sales Agreement) will, upon notice that Warburg has effected such conversion,
exercise its right to convert the shares of Junior
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Convertible Preferred Stock held by it into shares of Common Stock in
accordance with the terms of the Company's Certificate of Incorporation.
Furthermore, in connection with the transactions pursuant to the Sales
Agreement, Prudential, Warburg, the Company and Joe F. Hanauer, entered into an
agreement (the "Termination Agreement") terminating and releasing all of
Prudential's rights and obligations under the Stockholders Agreement. The
Termination Agreement is Exhibit 2 to this Amendment, and its terms are
incorporated herein by reference in their entirety, and the descriptions
contained herein are qualified thereby.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 to the Schedule 13D is hereby amended, in
pertinent part, as follows:
(a) As of the date hereof, Prudential directly
beneficially owns 749,996 shares of Common Stock through its direct ownership
of (i) 397,549 shares of Common Stock issued upon exercise of the Old Warrant
and (ii) 19,767 shares of Junior Convertible Preferred Stock which are
convertible into an aggregate of 352,447 shares of Common Stock. Such shares
of Junior Convertible Preferred Stock when combined with the shares of Common
Stock currently held by Prudential represents approximately 8.1% of the Common
Stock calculated in accordance with Rule 13d-3(d)(1)(i) as described below. As
of the date hereof and based upon the knowledge of Prudential and without
independent verification, none of the other Enumerated Persons beneficially
owns any shares of the Common Stock.
The percentages used in this paragraph 5(a) are calculated
based upon the 8,916,415 shares of Common Stock issued and outstanding at
August 15, 1996. Such information is based upon the number of shares of Common
Stock reported as outstanding at such date in Amendment No. 1 to the Company's
Form 10-K, dated October 8, 1996.
(b) As of the date hereof, Prudential has full power to vote
all shares of Common Stock and Junior Convertible Preferred Stock (which votes
on an as-converted basis) held by it. Prudential has full power to dispose of
any shares of the Common Stock and Junior Convertible Preferred Stock held by
it, subject to its agreement to convert all such shares into Common in the
event that Warburg exercises its right to convert all of its holdings of the
Company's preferred stock to shares of Common Stock. As of the date hereof,
none of the Enumerated Persons (other than Prudential) has the power to vote or
dispose of any shares of Common Stock or Junior Convertible Preferred Stock.
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(c) Except for the transactions pursuant to the Sale
Agreement which are described in this Amendment, none of the Enumerated Parties
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.
(e) Not applicable.
ITEM 7. MATERIAL FILED AS EXHIBITS.
1. Sale and Assignment Agreement between Warburg, Pincus, L.P. and
The Prudential Insurance Company of America dated October 21, 1996
(incorporated by reference from Exhibit 99.1 to the Company's Current Report on
Form 8-K dated November 5, 1996).
2. 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, 19996
(incorporated by reference from Exhibit 99.3 to the Company's Current Report on
Form 8-K dated November 5, 1996).
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
November 6, 1996
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(Date)
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
/s/ Paul L. Meiring
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(Signature)
Paul L. Meiring
Vice President
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(Name and Title)
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EXHIBIT INDEX
Exhibit
Number Description
1 Sale and Assignment Agreement between Warburg,
Pincus, L.P. and The Prudential Insurance Company of
America dated October 21, 1996 (incorporated by
reference from Exhibit 99.1 to the Company's Current
Report on Form 8-K dated November 5, 1996)
2 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,
19996 (incorporated by reference from Exhibit 99.3 to
the Company's Current Report on Form 8-K dated
November 5, 1996)
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