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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-2
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended June 30, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-8122
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GRUBB & ELLIS COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 94-1424307
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization
2215 Sanders Road, Suite 400,
Northbrook IL, 60062
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(Address of principal executive offices) (Zip Code)
(847) 753-7500
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(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
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Common Stock New York Stock Exchange
Pacific 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
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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 non-affiliates of the
registrant as of August 12, 1997 was approximately $74,385,000.
The number of shares outstanding of the registrant's common stock as of August
12, 1997 was 19,511,243 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 (June 30,
1997) are incorporated by reference into Part III of this Report.
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GRUBB & ELLIS COMPANY
FORM 10-K/A-2
TABLE OF CONTENTS
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PAGE
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COVER PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
TABLE OF CONTENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. . . . . . . .3
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
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GRUBB & ELLIS COMPANY
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. The following Report of Independent Auditors and Consolidated
Financial Statements are submitted herewith:
Report of Independent Auditors
Consolidated Balance Sheets at June 30, 1997 and June 30, 1996.
Consolidated Statements of Operations for the years ended June 30,
1997, 1996 and 1995.
Consolidated Statements of Stockholders' Equity (Deficit) for the
years ended June 30, 1997, 1996 and 1995.
Consolidated Statements of Cash Flows for the years ended June 30,
1997, 1996 and 1995.
Notes to Consolidated Financial Statements.
2. All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required
under the related instructions, are inapplicable, or the information is
contained in the Notes to Consolidated Financial Statements and therefore
have been omitted.
3. Exhibits required to be filed by Item 601 of Regulation S-K:
(3) Articles of Incorporation and Bylaws
3.1 Certificate of Incorporation of the Registrant, as restated
effective November 1, 1994, incorporated herein by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K filed
March 31, 1995 (Commission File No. 1-8122).
3.2 Certificate of Retirement with respect to 130,233 Shares of
Junior Convertible Preferred Stock of Grubb & Ellis Company,
filed with the Delaware Secretary of State on January 22, 1997,
incorporated herein by reference to Exhibit 3.3 to the
Registrant's Quarterly Report on Form 10-Q filed on February 13,
1997 (Commission File No. 1-8122).
3.3 Certificate of Retirement with respect to 8,894 Shares of Series
A Senior Convertible Preferred Stock, 128,266 Shares of Series B
Senior Convertible Preferred Stock, and 19,767 Shares of Junior
Convertible Preferred Stock of Grubb & Ellis Company, filed with
the Delaware Secretary of State on January 22, 1997, incorporated
herein by reference to Exhibit 3.4 to the Registrant's Quarterly
Report on Form 10-Q filed on February 13, 1997 (Commission File
No. 1-8122).
3.4 Grubb & Ellis Company Bylaws, as amended and restated effective
June 1, 1994, incorporated herein by reference to Exhibit 3.2 to
the Registrant's Quarterly Report on Form 10-Q filed on November
13, 1996 (Commission File No. 1-8122).
(4) Instruments Defining the Rights of Security Holders, including
Indentures
4.1 First Amendment to Warrant No. 18, held by Warburg, Pincus
Investors, L.P., exercisable for 687,358 shares of common stock
of the Registrant extending the expiration date to January 29,
2002, incorporated herein by
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reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form
10-Q filed on November 13, 1996 (Commission File No. 1-8122).
4.2 First Amendment to Warrant No. 19, held by Warburg, Pincus
Investors, L.P., exercisable for 325,000 shares of common stock
of the Registrant extending the expiration date to January 29,
2002, incorporated herein by reference to Exhibit 4.3 to the
Registrant's Quarterly Report on Form 10-Q filed on November 13,
1996 (Commission File No. 1-8122).
4.3 Option Agreement dated as of December 11, 1996 between the
Registrant and Warburg, Pincus Investors, L.P., incorporated
herein by reference to Exhibit 4.2 to the Registrant's Current
Report on Form 8-K filed on December 20, 1996 (Commission file
No. 1-8122).
4.4 Stock Purchase Agreement dated as of December 11, 1996 among the
Registrant, Mike Kojaian, Kenneth J. Kojaian and C. Michael
Kojaian, incorporated herein by reference to Exhibit 4.3 to the
Registrant's Current Report on Form 8-K filed on December 20,
1996 (Commission File No. 1-8122).
4.5 Registration Rights Agreement dated as of December 11, 1996 among
the Registrant, Warburg, Pincus Investors, L.P., Joe F. Hanauer,
Mike Kojaian, Kenneth J. Kojaian and C. Michael Kojaian,
incorporated herein by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K filed on December 20,
1996 (Commission File No. 1-8122).
4.6 Purchase Agreement dated as of January 24, 1997 between the
Registrant and Warburg, Pincus Investors, L.P., incorporated
herein by reference to Exhibit 4.1 to the Registrant's Current
Report on Form 8-K filed on February 4, 1997 (Commission File No.
1-8122).
4.7 Stock Purchase Agreement dated as of January 24, 1997 between the
Registrant and Archon Group, L.P., incorporated herein by
reference to Exhibit 4.2 to the Registrant's Current Report on
Form 8-K filed on February 4, 1997 (Commission File No. 1-8122).
4.8 Registration Rights Agreement dated as of January 24, 1997
between the Registrant and Archon Group, L.P., incorporated
herein by reference to Exhibit 4.3 to the Registrant's Current
Report on Form 8-K filed on February 4, 1997 (Commission File No.
1-8122).
4.9 Stock Subscription Warrant No. 20 dated December 11, 1996 issued
to Joe F. Hanauer Trust, incorporated herein by reference to
Exhibit 4.11 to the Registrant's Quarterly Report on Form 10-Q
filed on February 13, 1997 (Commission File No. 1-8122).
4.10 Stock Subscription Warrant No. 21 dated December 11, 1996 issued
to Warburg, Pincus Investors, L.P., incorporated herein by
reference to Exhibit 4.12 to the Registrant's Quarterly Report on
Form 10-Q filed on February 13, 1997 (Commission File No. 1-
8122).
4.11 Stock Subscription Warrant No. 22 dated December 11, 1996 issued
to Joe F. Hanauer Trust, incorporated herein by reference to
Exhibit 4.13 to the Registrant's Quarterly Report on Form 10-Q
filed on February 13, 1997 (Commission File No. 1-8122).
4.12 Stock Subscription Warrant No. 23 dated December 11, 1996 issued
to Warburg, Pincus Investors, L.P., incorporated herein by
reference to Exhibit 4.14 to the Registrant's Quarterly Report on
Form 10-Q filed on February 13, 1997 (Commission File No. 1-
8122).
4.13 Form of Amendment No. 1 to Stock Subscription Warrants No. 8, 9,
13 and 15 issued to Joe F. Hanauer Trust, incorporated herein by
reference to Exhibit 4.15 to the Registrant's Quarterly Report on
Form 10-Q filed on February 13, 1997 (Commission File No. 1-
8122).
4.14 Credit Agreement among the Registrant, certain Subsidiaries of
the Registrant, and PNC Bank, National Association dated as of
March 13, 1997, incorporated herein by reference to Exhibit 4.14
to the Registrant's Quarterly Report on Form 10-Q filed on May
15, 1997 (Commission File No. 1-8122).
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4.15 Subordination Agreement by and among the Registrant and certain
Subsidiaries of the Registrant in favor of PNC Bank, National
Association dated as of March 13, 1997, incorporated herein by
reference to Exhibit 4.15 to the Registrant's Quarterly Report on
Form 10-Q filed on May 15, 1997 (Commission File No. 1-8122).
4.16 Revolving Credit Note executed by the Registrant in favor of PNC
Bank, National Association in the amount of up to $15 million
dated as of March 13, 1997, incorporated herein by reference to
Exhibit 4.16 to the Registrant's Quarterly Report on Form 10-Q
filed on May 15, 1997 (Commission File No. 1-8122).
4.17 Letter dated March 12, 1997 from IBM Credit Corporation to Axiom
Real Estate Management, Inc., acknowledging release of collateral
and discharge of all obligations under Revolving Loan and
Security Agreement dated October 19, 1995, incorporated herein by
reference to Exhibit 4.17 to the Registrant's Quarterly Report on
Form 10-Q filed on May 15, 1997 (Commission File No. 1-8122).
On an individual basis, instruments other than Exhibits listed above under
Exhibit 4 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 are, therefore, omitted;
however, the Company will furnish supplementally to the Commission any such
omitted instrument upon request.
(10) Material Contracts
10.1* Employment agreement between Neil R. Young and the Registrant
dated as of February 22, 1996, incorporated herein by reference
to Exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q filed on May 15, 1996 (Commission File No. 1-8122).
10.2* Grubb & Ellis Company 1990 Amended and Restated Stock Option
Plan, as amended and restated as of September 25, 1996.**
10.3* 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).
10.4* 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).
10.5* Description of Grubb & Ellis Company Management Separation
Arrangements, incorporated herein by reference to Exhibit 10.18
to the Registrant's Annual Report on Form 10-K filed on March
31, 1995 (Commission File No. 1-8122).
10.6 Master Collateral Assignment of Contract Rights to PNC Bank,
National Association by the Registrant and Subsidiaries of the
Registrant dated as of March 13, 1997, incorporated herein by
reference to Exhibit 10.1 to the Registrant's Quarterly Report
on Form 10-Q filed on May 15, 1997 (Commission File No. 1-
8122).
10.7 Master Agreement of Guaranty and Suretyship by and between the
Registrant and Subsidiaries of the Registrant in favor of PNC
Bank National Association dated as of March 13, 1997,
incorporated herein by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q filed on May 15,
1997 (Commission File No. 1-8122).
10.8 Pledge Agreement among the Registrant, certain Subsidiaries of
the Registrant and PNC Bank, National Association dated as of
March 13, 1997, incorporated herein by reference to Exhibit
10.3 to the Registrant's Quarterly Report on Form 10-Q filed on
May 15, 1997 (Commission File No. 1-8122).
10.9 Security Agreement by and among the Registrant, certain
Subsidiaries of the Registrant and PNC Bank, National
Association dated as of March 13, 1997, incorporated herein by
reference to Exhibit 10.4 to the Registrant's Quarterly Report
on Form 10-Q filed on May 15, 1997 (Commission File No. 1-
8122).
10.10 Trademark Security Agreement by the Registrant in favor of PNC
Bank, National Association dated as of March 13, 1997,
incorporated herein by reference to Exhibit 10.5 to the
Registrant's Quarterly Report on Form 10-Q filed on May 15,
1997 (Commission File No. 1-8122).
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10.11 Stock Sale Agreement between the Registrant and International
Business Machines Corporation dated January 19, 1996,
incorporated herein by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K filed on February 8,
1996 (Commission File No. 1-8122).
10.12 Managed Service Agreement between International Business
Machines Corporation and Axiom Real Estate Management, Inc.
dated as of January 1, 1996, and Side Letter Agreement between
the parties dated January 19, 1996, incorporated herein by
reference to Exhibit 99.2 to the Registrant's Current Report on
Form 8-K filed on February 8, 1996 (Commission File No. 1-
8122).
(21) Subsidiaries of the Registrant **
(23) Consent of Independent Auditors
23.1 Consent of Ernst & Young LLP **
23.2 Consent of Ernst & Young LLP
(24) Powers of Attorney
24.1 Powers of Attorney **
24.2 Certified Board Resolutions
(27) Financial Data Schedule**
* Management contract or compensatory plan or arrangement.
** Previously filed.
(b) Reports on Form 8-K: none
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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 April,
1998.
GRUBB & ELLIS COMPANY
(REGISTRANT)
by *
______________________________
Neil Young
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/ Brian D. Parker April 30, 1998
________________________________
Brian D. Parker
Senior Vice President and Chief Financial Officer
Principal Financial and Accounting Officer
* April 30, 1998
________________________________
R. David Anacker, Director
* April 30, 1998
________________________________
Lawrence S. Bacow, Director
* April 30, 1998
________________________________
Joe F. Hanauer, Director
* April 30, 1998
________________________________
C. Michael Kojaian, Director
* April 30, 1998
________________________________
Sidney Lapidus, Director
* April 30, 1998
________________________________
Reuben S. Leibowitz, Director
* April 30, 1998
________________________________
Robert J. McLaughlin, Director
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* April 30, 1998
________________________________
John D.Santoleri, Director
* April 30, 1998
________________________________
Todd A. Williams, Director
/s/ Robert J. Walner
________________________________________________________________________
*By: Robert J. Walner, Attorney-in-Fact, pursuant to Powers of Attorney
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GRUBB & ELLIS COMPANY AND SUBSIDIARIES
EXHIBIT INDEX (A)
FOR THE FISCAL YEAR ENDED JUNE 30, 1997
EXHIBIT
(21) Subsidiaries of the Registrant **
(23) Consent of Independent Auditors
23.1 Consent of Ernst & Young LLP **
23.2 Consent of Ernst & Young LLP
(24) Powers of Attorney
24.1 Powers of Attorney **
24.2 Certified Board Resolutions
(27) Financial Data Schedule**
** Previously filed.
(A) Exhibits incorporated by reference are listed in Item 14(a)3 of this
Report.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 Number 333-42741) pertaining to the Employee Stock Purchase Plan,
of Grubb & Ellis Company of our report dated August 18, 1997 (except for
Note 1(k), as to which the date is March 21, 1998) with respect to the
financial statements of Grubb & Ellis Company and Subsidiaries included
in the Annual Report (Form 10-K/A) for the year ended June 30, 1997,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
March 21, 1998
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Exhibit 24.2
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned Assistant Secretary of Grubb & Ellis Company, a
Delaware corporation (the "Company"), hereby certifies that:
1. The following resolutions were adopted by the Company's Board of
Directors effective April 27, 1998 by unanimous written consent without a
meeting. These resolutions are true and correct and they are currently in full
force and effect:
WHEREAS, from time to time, Neil Young, Chairman, President and
Chief Executive Officer of the Company, and Brian Parker, Senior Vice
President and Chief Financial Officer of the Company are not available
to sign registration statements filed under the Securities Act of
1933, as amended ("the '33 Act") to register the Company's securities
and/or periodic filings under the Securities Exchange Act of 1934, as
amended ("the '34 Act"), on behalf of the Company.
WHEREAS, Messrs. Young and Parker have appointed in the past and
will continue to appoint in the future the following Corporate
Officers of the Company to act as their attorneys with full power of
substitution to sign and file with the Securities and Exchange
Commission ("SEC") registration statements under the '33 Act and
periodic filings under the '34 Act:
Robert J. Walner Senior Vice President and Corporate Secretary
Blake Harbaugh Vice President and Corporate Controller
Carol Vanairsdale Vice President and Assistant Secretary
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby authorizes
the appointment of and ratifies any past appointments of the following
Corporate Officers to act as the attorneys with full power of
substitution for Messrs. Young and Parker for the specific purpose of
signing and filing with the SEC on behalf of each such person as
officer of the Company any registration statements under the '33 Act
and any periodic filings required under the '34 Act and any and all
amendments or supplements thereto, and any and all instruments or
documents filed as part of or in conjunction with such filings or
amendments or supplements thereto and hereby ratifies all that said
attorneys or any of them may do or have done in the past in connection
with such power of attorney:
Robert J. Walner Senior Vice President and Corporate Secretary
Blake Harbaugh Vice President and Corporate Controller
Carol Vanairsdale Vice President and Assistant Secretary
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RESOLVED FURTHER, that the appropriate Corporate Officers, and
each of them, are hereby authorized and directed to do any and all
things that they, and each of them, shall deem necessary or
appropriate to effectuate the foregoing resolutions; provided, that
nothing herein shall be construed to permit authority for any actions
which are reserved for the Board of Directors or the stockholders of
the Company pursuant to the Certificate of Incorporation or the
Bylaws.
Dated: April 28, 1998 /s/ Carol Vanairsdale
--------------------------------
Carol Vanairsdale
Assistant Secretary
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