<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 1998
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
GRUBB & ELLIS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 94-1424307
(State or other jurisdiction of 2215 Sanders Road (I.R.S. Employer
incorporation or organization) Suite 400 Identification Number)
Northbrook, Illinois 60062
(Address of principal executive offices) (zip code)
--------------------
Grubb & Ellis Company Deferred Compensation Plan
(Full title of the plan)
--------------------
Robert J. Walner
Senior Vice President and General Counsel
Grubb & Ellis Company
2215 Sanders Road
Suite 400
Northbrook, Illinois 60062
(847) 753-9010
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Scott R. Haber, Esq.
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, CA 94111-2586
(415) 391-0600
--------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Amount
Title of Proposed Maximum of
Securities Amount Maximum Aggregate Regis-
to be to be Offering Price Offering tration
Registered Registered Per Unit(1) Price(1) Fee (1)
- ---------- ---------- -------------- ----------- --------
<S> <C> <C> <C> <C>
Deferred Compensation $10,000,000 100% $10,000,000 $2,780
Obligations (2)
- ---------------
- ---------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) The Deferred Compensation Obligations are unsecured general obligations
of Grubb & Ellis Company (the "Company" or the "Registrant") to pay
deferred compensation in accordance with the terms of the Grubb & Ellis
Company Deferred Compensation Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1998;
(c) The Registrant's Current Reports on Form 8-K and 8-K/A
filed on August 6, 1998 and October 5, 1998, respectively; and
(d) The description of Common Stock contained in the
Registrant's Form 8-A Registration Statement used to register the Common
Stock and filed with the Commission which was declared effective by the
Commission on April 15, 1981, except that authorized shares of capital
stock and Common Stock have been increased to 51,000,000 and 50,000,000
respectively.
In addition to the foregoing documents, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Grubb & Ellis Company Deferred Compensation Plan (the "Plan")
provides participating employees (the "Participants") with an opportunity to
defer a portion of their pre-tax compensation (including salary and bonuses)
and accumulate tax-deferred earnings (or losses) thereon. Each Participant is
an unsecured general creditor of the Company with respect to his or her own
Plan benefits. Benefits are payable solely from the Company's general assets
and are subject to the risk of corporate insolvency. The obligations of the
Company to pay deferred compensation (the "Obligations") under the Plan are
unsecured and subordinated to certain indebtedness of the Company from time
to time outstanding.
2
<PAGE>
The amount of compensation to be deferred by each Participant is based
on elections by the Participant in accordance with the terms of the Plan, and
the Obligations will become due on retirement, death or other termination of
employment in the form and on the date or dates determined in accordance with
the Plan. The Obligations will be indexed to one or more investment
alternatives chosen by the Administrator of the Plan or this duty will be
delegated to each Participant to select from a range of such alternatives,
and the amount of the Obligations payable to each Participant will increase
or decrease based on the investment returns of the chosen investment
alternatives. However, Participant deferrals will become general assets of
the Company, and as a result the Participants will have no ownership interest
in any of the deferred compensation or the investment alternatives. The
Company may, but is not obligated to, invest the deferred compensation in one
or more of the investment alternatives.
The Plan benefits will not, prior to their distribution, be subject to
alienation, assignment, garnishment, attachment, execution or levy of any
kind, voluntarily or involuntarily, and any attempt to cause such benefits to
be so subjected will not be recognized, except to the extent as may be
required by law. Each Participant may designate one or more beneficiaries to
receive benefits upon the Participant's death.
The total amount of Obligations being registered pursuant to this
Registration Statement is $10,000,000.
The Company may amend or partially or completely terminate the Plan,
except that no such amendment or termination may reduce a Participant's
account by such change below the amount to which the Participant would have
been entitled if he had voluntarily left the employ the Employer immediately
prior to the date of the change.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the shares of Common Stock described
herein has been passed upon for the Registrant by Robert J. Walner, Senior
Vice President and General Counsel for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article X of the Registrant's Restated Certificate of Incorporation
provides that the Registrant shall, to the fullest extent permitted by
applicable law, including, without limitation, the Delaware General
Corporation Law, as amended from time to time ("Delaware Law"), indemnify
each director and officer, present or former, of the Registrant whom it may
indemnify pursuant to such applicable law, including certain liabilities
under the Securities Act of 1933, as amended (the "Securities Act"). Section
145 of the Delaware Law authorizes a corporation to indemnify its directors
and officers in terms sufficiently broad to permit such indemnification
(including reimbursement of expenses incurred) under certain circumstances
for liabilities under the Securities Act.
In addition, Article X of the Registrant's Restated Certificate of
Incorporation provides that a director of the Registrant shall not be liable
to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for
acts or omissions not in good faith or that involve intentional misconduct or
a knowing violation of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases, and (iv) for any transaction
from which the director derives an improper personal benefit. The effect of
the provision of the Company's Restated Certificate of Incorporation is to
eliminate the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to recover monetary
damages against a director for breach of
3
<PAGE>
the fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described
in clauses (i) through (iv) above. This provision does not limit or
eliminate the rights of the Company or any stockholder to seek nonmonetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care. Furthermore, Section 7.01 of the Company's Bylaws
provides that the Company shall indemnify, in addition to its directors and
officers, employees and agents against losses incurred by any such person by
reason of the fact that such person was acting in such capacity to the
fullest extent authorized by Delaware Law.
The Registrant has entered into indemnification agreements with each of
its directors and executive officers, which also provide indemnification
against certain liabilities, including certain liabilities under the
Securities Act. The Registrant currently maintains directors' and officers'
liability insurance in the form of a policy which provides for coverage of
liabilities up to a maximum amount of $10 million per policy year (subject to
certain minimum initial payments by the Registrant). The policy insures
directors and officers for liabilities incurred in connection with or on
behalf of the Registrant, except for losses incurred on account of certain
specified liabilities, including losses from matters which may be deemed
uninsurable under the law pursuant to which this policy shall be construed.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
4
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<S> <C>
4.1(1) Restated Certificate of Incorporation of the Registrant.
4.2(2) Amendment to the Restated Certificate of Incorporation of the
Registrant as filed with the Delaware Secretary of State on
December 9, 1997.
4.3(3) Bylaws of the Registrant.
4.4 Grubb & Ellis Company Deferred Compensation Plan, effective as
of January 1, 1999.
5 Opinion of Robert J. Walner, Senior Vice President and General
Counsel of the Registrant.
23.1 Consent of Counsel (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney.
</TABLE>
- ---------------
(1) Filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and incorporated herein by reference.
(2) Filed as Exhibit 4.4 to the Registrant's Form S-8 filed on December 19,
1997 (File No. 333-42741) and incorporated herein by reference.
(3) Filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1996 and incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the
5
<PAGE>
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Walnut Creek, State of California
on this 23rd day of November 1998.
GRUBB & ELLIS COMPANY
By: /s/ Carol Vanairsdale
----------------------------------
Carol Vanairsdale
Vice President and Assistant General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 23, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*
- - President, Chief Executive Officer and Chairman of
Neil R. Young the Board (Principal Executive Officer)
*
- - Senior Vice President and Chief Financial Officer
Brian Parker (Principal Financial Officer and Accounting Officer)
*
- - Director
R. David Anacker
*
- - Director
Lawrence S. Bacow
*
- - Director
Joe F. Hanauer
*
- - Director
C. Michael Kojaian
*
- - Director
Sidney Lapidus
- - Director
Reuben S. Leibowitz
*
- - Director
Robert J. McLaughlin
*
- - Director
Thomas E. Meador
*
- - Director
John D. Santoleri
7
<PAGE>
<S> <C>
*
- - Director
Todd Williams
</TABLE>
* By: /s/ Carol Vanairsdale
---------------------------------------
Carol M. Vanairsdale, Attorney-in-Fact
8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C>
4.1(1) Restated Certificate of Incorporation of the Registrant.
4.2(2) Amendment to the Restated Certificate of Incorporation of the
Registrant as filed with the Delaware Secretary of State on
December 9, 1997.
4.3(3) Bylaws of the Registrant.
4.4 Grubb & Ellis Company Deferred Compensation Plan, effective as
of January 1, 1999.
5 Opinion of Robert J. Walner, Senior Vice President and General
Counsel of the Registrant.
23.1 Consent of Counsel (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney.
</TABLE>
- ---------------
(1) Filed as Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and incorporated herein by reference.
(2) Filed as Exhibit 4.4 to the Registrant's Form S-8 filed on December 19,
1997 (File No. 333-42741) and incorporated herein by reference.
(3) Filed as Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1996 and incorporated herein by
reference.
<PAGE>
GRUBB & ELLIS COMPANY
DEFERRED COMPENSATION PLAN
JANUARY 1, 1999
<PAGE>
PREAMBLE
This Grubb & Ellis Company Deferred Compensation Plan (the "Plan") is adopted
by Grubb & Ellis Company for the benefit of certain of its Employees,
effective as of January 1, 1999. The purpose of the Plan is to provide
supplemental retirement income and to permit eligible Employees the option to
defer receipt of Compensation, pursuant to the terms of the Plan. The Plan
is intended to be an unfunded deferred compensation plan maintained for the
benefit of a select group of management or highly compensated employees under
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
2
<PAGE>
TABLE OF CONTENTS
ARTICLE 1
DEFINITIONS
1.1- Definitions
ARTICLE 2
PARTICIPATION
2.1- Election to Participate
2.2- Date of Participation
2.3- Resumption of Participation Following Re-employment
2.4- Change in Employment Status
ARTICLE 3
CONTRIBUTIONS
3.1- Deferral Contributions
3.2- Employer Contributions
ARTICLE 4
PARTICIPANTS' ACCOUNTS
4.1- Individual Accounts
4.2- Accounting for Distributions
ARTICLE 5
RETURN ON CONTRIBUTIONS
5.1- Manner of Determining Investment Return
5.2- Investment Decisions
ARTICLE 6
RIGHT TO BENEFITS
6.1- Vesting
6.2- Termination of Employment
6.3- Death
6.4- Designation of Beneficiaries
6.5- Adjustment for Investment Experience
3
<PAGE>
ARTICLE 7
DISTRIBUTION OF BENEFITS
7.1- General Distribution Provisions
7.2- Distribution of Benefits to Active Employee Participants
7.3- Distribution of Benefits to Terminated Participants
7.4- Distribution of Benefits Upon Death of a Participant
7.5- Accelerated Distribution
7.6- Emergency Distribution
7.7- Notice to Trustee
7.8- Time of Distribution
ARTICLE 8
PLAN ADMINISTRATION
8.1- Powers and Responsibilities of the Administrator
8.2- Nondiscriminatory Exercise of Authority
8.3- Claims and Review Procedures
8.4- Administrative Costs of the Plan
ARTICLE 9
TRUST
9.1- Establishment of a Trust
9.2- Transfer of Assets to the Trust
ARTICLE 10
AMENDMENT AND TERMINATION
10.1- Amendment of the Plan
10.2- Retroactive Amendments
10.3- Plan Termination
10.4- Distribution Upon Termination of the Plan
ARTICLE 11
MISCELLANEOUS
11.1- Communication to Participants
11.2- Limitation of Rights
11.3- Spendthrift Provision
11.4- Facility of Payment
10.5- Information between Employer and Trustee
10.6- Notices
10.7- Governing Law
4
<PAGE>
GRUBB & ELLIS COMPANY
DEFERRED COMPENSATION PLAN
ARTICLE 1. DEFINITIONS
1.1. DEFINITIONS. Pronouns used in the Plan are in the masculine gender but
include the feminine gender unless the context clearly indicates otherwise.
Wherever used herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the context:
(a) "ACCOUNT" means an account established on the books of the
Employer for the purpose of recording amounts credited on
behalf of a Participant and any income, expenses, gains or
losses included thereon.
(b) "ADMINISTRATOR" means the committee appointed by the Board of
Directors of Grubb & Ellis Company (the "Board") to administer
the Plan, who serve at the pleasure of the Compensation
Committee of the Board, and any successor members of such
administrative committee as shall be appointed by the
Compensation Committee of the Board.
(c) "BENEFICIARY" means the person or persons entitled under
Section 7.1 to receive benefits under the Plan upon the death
of a Participant.
(d) "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.
(e) "COMPANY" means Grubb & Ellis Company, a Delaware corporation,
and the sponsor of the Plan.
(f) "COMPENSATION" shall mean wages as defined in Section 3401(a)
of the Code and all other payments of compensation paid to an
Employee by the Employer (in the course of the Employer's
trade or business), excluding reimbursements or other expense
allowances, fringe benefits (cash and non-cash), moving
expenses, deferred compensation and welfare benefits, but
including base pay, incentive pay, bonuses, and commissions
that are otherwise excludable from the gross income of the
Participant under a salary reduction agreement by reason of
the application of Sections 125 or 402(a)(8) of the Code.
(g) "DEFERRAL AGREEMENT" shall mean the agreement entered into
between an Eligible Employee and the Employer whereby the
Employee elects to defer Compensation according to the terms
of this Plan.
(h) "DEFERRAL CONTRIBUTION" shall have the meaning set forth in
Section 3.1 of
5
<PAGE>
this Plan.
(i) "ELIGIBLE EMPLOYEE" means an employee who is considered to be
key to the long term success of the Employer as determined in
the sole discretion of the Administrator and who has earned
gross income equal to or greater than the earnings threshold
which shall be established by the Administrator from time to
time in the calendar year prior to the year in which he can
participate in the Plan; provided, that no employee shall be
considered an Eligible Employee unless such person is a member
of a select group of management or highly compensated
employees of the Employer
(j) "EMPLOYEE" means any person who performs services for the
Employer and receives compensation therefor from the Employer
in the form of wages as defined under Section 3401(a) of the
Code.
(k) "EMPLOYER" means Grubb & Ellis Company, a Delaware
corporation, its wholly owned subsidiaries, and any successors
and assigns unless otherwise provided herein, and shall
include any other employer which, with the consent of Grubb &
Ellis Company, adopts this Plan for the benefit of its
employees.
(l) "EMPLOYER CONTRIBUTION" shall have the meaning set forth in
Section 3.2 of this Plan.
(m) "EMPLOYMENT COMMENCEMENT DATE" means the date on which the m
Employee commences service as an Employee.
(n) "ENTRY DATE" means with respect to any Eligible Employee the
earlier of (i) the first day of the Plan Year after the
Employee is designated as an Eligible Employee, or (ii) the
first day of the month following an Eligible Employee's
Employment Commencement Date.
(o) "ERISA" means the Employee Retirement Income Security Act of
1974, as from time to time amended.
(p) "PARTICIPANT" means any Employee who participates in the Plan in
accordance with Article 2 hereof.
(q) "PLAN" means the Grubb & Ellis Company Deferred Compensation
Plan as established by the Employer as set forth herein and
as subsequently amended or restated.
(r) "PLAN YEAR" means the 12-consecutive month period beginning
January 1 and ending December 31.
6
<PAGE>
(s) "RELATED EMPLOYER" means any employer other than the Employer
named herein which, with the consent of Grubb & Ellis Company,
adopts this Plan for the benefit of its employees.
(t) "RETIREMENT AGE" means an active Employee who, upon
termination, is at least age fifty-nine and one-half.
(u) "TRUST" means the trust, if any, established pursuant to the
terms of the Plan.
(v) "TRUSTEE" means the entity or natural person which may be
appointed by the Administrator to hold and manage the assets
of any trust established by the Administrator with respect to
the Plan, including any successor trustee.
(w) "VALUATION DATE" means the last day of the Plan Year and such
other date(s) as designated by the Administrator.
ARTICLE 2. PARTICIPATION
2.1. ELECTION TO PARTICIPATE.
(a) Each person who is or will be an Eligible Employee on an Entry Date
may elect to participate in the Plan by completing, signing and
delivering a compensation reduction agreement in such form as is
prescribed by the Administrator, in accordance with such
procedures, including deadlines, as shall be established by the
Administrator (the "Deferral Agreement"). The form of Deferral
Agreement provided hereunder, shall set forth the following items
to be elected by the Participant, within the terms and conditions
of this Plan: (i) the amount of Compensation to be deferred for
the applicable deferral period - either the remainder of the
current Plan Year, or the next subsequent Plan Year; (ii) the
initial investment vehicles by which his return will be measured;
(iii) the date for distribution or commencement of distribution of
his benefits under the Plan; and (iv) the form of distribution.
The Deferral Agreement shall permit Participants to elect to
receive benefits under this Plan at a date or commencing on a date
which is a) no earlier than the expiration of three Plan Years
following the Plan Year in which Deferral Contributions were made
pursuant to that Deferral Agreement; and b) commencing no later
than five years following termination of employment. A Participant
may elect to receive a lump sum, or annual installments over a
period not to exceed ten years, provided, that Account balances of
$5,000 or less shall be paid in a lump sum, EXCEPT AS OTHERWISE
PROVIDED IN ARTICLE 7. A new Deferral Agreement must be completed
for each Plan Year for Participants electing to participate in
subsequent Plan Years.
7
<PAGE>
(b) A Deferral Agreement will remain in effect for the Plan Year until a
new Deferral Agreement, amending the prior agreement, is delivered;
provided, that (i) an amended Deferral Agreement amending the terms
related to the timing and/or form of distribution will not be given
effect until twelve months have elapsed from the effective date of the
amendment; (ii) a Participant may not amend the percentage or amount of
Compensation to be deferred during the Plan Year covered by a Deferral
Agreement; and (iii), a Participant may amend his investment elections
via delivery of notice to the Administrator or the Trustee, according to
such procedures as may be adopted by the Administrator. If a
Participant has delivered more than one amended Deferral Agreement, the
most recent one shall govern with respect to the particular Deferral
Agreement which has been amended, except as set forth in this Section.
(c) Under no circumstances may a Deferral Agreement be entered into to defer
Compensation retroactively. A Participant may not revoke a Deferral
Agreement and may not change the percentage of Compensation deferred
thereunder.
2.2. DATE OF PARTICIPATION. Each Eligible Employee on the Effective Date
shall be become a Participant as of that date provided the Eligible Employee
has delivered a Deferral Agreement. Other Eligible Employees will become a
Participant in the Plan on the first Entry Date after which he becomes an
Eligible Employee if he has entered into a Deferral Agreement. If the
Eligible Employee does not deliver a Deferral Agreement prior to his first
Entry Date, then the Eligible Employee will become a Participant in the Plan
as of the first day of a Plan Year for which he has delivered a Deferral
Agreement.
2.3. RESUMPTION OF PARTICIPATION FOLLOWING RE-EMPLOYMENT. If a Participant
ceases to be an Employee and thereafter returns to the employ of the Employer
he will again become a Participant as of an Entry Date following his
Employment Commencement Date following his re-employment, provided he is an
Eligible Employee and has delivered a Deferral Agreement.
2.4. CHANGE IN EMPLOYMENT STATUS. If any Participant continues in the
employ of the Employer or Related Employer but ceases to be an Eligible
Employee, the individual shall continue to be a Participant until the entire
amount of his benefit is distributed; provided, however, the individual shall
not be entitled to make Deferral Contributions or receive an allocation of
Employer Contributions during the period that he is not an Eligible Employee.
Such Participant shall continue to receive credit for service completed
during the period for purposes of determining his vested interest in his
Accounts. In the event that the individual subsequently becomes an Eligible
Employee, the individual may elect to make Deferral Contributions and be
eligible for allocation of Employer Contributions in accordance with
Section 2.1.
ARTICLE 3. CONTRIBUTIONS
3.1. DEFERRAL CONTRIBUTIONS. Each Participant may elect to reduce his
Compensation by
8
<PAGE>
a specified whole number multiple of one (1) percent up to an amount not
exceeding such limit as shall be established by the Administrator, which in
any case shall not be greater than $50,000 per Plan Year (the "Deferral
Contribution"). The election to defer Compensation shall become effective on
the first day of the period set forth in the Participant's Deferral
Agreement, and the Participant's Compensation paid during the period of the
Deferral Agreement will be subject to deferral. Participants may or may not
elect a separate deferral percentage for lump sum bonuses in addition to a
deferral percentage for normal periodic salary/commission/incentive payments.
In the case of an election to participate following an Eligible Employee's
Employment Commencement Date, the Deferral Agreement will be effective to
defer Compensation paid during the remainder of the Plan Year.
The Employer shall credit an amount to the Account maintained on behalf of
the Participant corresponding to the amount of said reduction, as of the date
on which the Compensation would have been paid if not deferred.
3.2. EMPLOYER CONTRIBUTIONS. The Company may make an Employer Contribution
to be credited to the account maintained on behalf of each Participant who
had Deferral Contributions made on his behalf during the Plan Year (the
"Employer Contribution"). Whether an Employer Contribution is made, and the
amount of any such Employer Contribution shall be determined at the
discretion of the Board of Directors of the Company. The amount of any
Employer Contribution will be allocated pro-rata to such Participants, based
upon the amount of Deferral Contributions made by the Participants during
such Plan Year, or upon such other basis as is determined by the Board of
directors of the Company at the time that the Employer Contribution is made.
ARTICLE 4. PARTICIPANTS' ACCOUNTS
4.1. INDIVIDUAL ACCOUNTS. The Administrator will establish and maintain an
Account for each Participant which will reflect the amounts of Deferral
Contributions and Employer Contributions credited to the Account on behalf of
the Participant with respect to each Deferral Agreement entered into by the
Participant, with earnings, expenses, gains and losses credited thereto,
attributable to the investment selections as if made with the amounts in the
Participant's Account. The Administrator will establish and maintain such
other accounts and records as it decides in its discretion to be reasonably
required or appropriate in order to discharge its duties under the Plan.
Participants will be furnished statements of their Account values at least
once each Plan Year.
4.2. ACCOUNTING FOR DISTRIBUTIONS. As of any date of a distribution to a
Participant or a Beneficiary hereunder, the distribution to the Participant
or to the Participant's Beneficiary(ies) shall be charged to the
Participant's Account.
4.3. SEPARATE ACCOUNTS. A separate account under the Plan shall be
established and maintained to reflect the Account for each Participant with
subaccounts to show separately the earnings, expenses, gains and losses
credited or debited to that Account.
9
<PAGE>
ARTICLE 5. RETURN ON CONTRIBUTIONS
5.1. MANNER OF INVESTMENT. All amounts credited to the Accounts of
Participants shall be treated as though invested and reinvested only in
eligible investments selected by the Administrator.
5.2. INVESTMENT DECISIONS.
(a) The selection of investment measurement vehicles in which the
Accounts of Participants shall be treated as invested and
reinvested shall be made by the Administrator or this duty will be
delegated to each Participant to select from among alternatives
made available by the Administrator, or both, as determined by
the Administrator. An investment alternative consisting solely
of securities issued by the Company or one of its subsidiaries
shall not be offered.
(b) All dividends, interest, gains and distributions of any nature
earned in respect of an investment alternative in which the Account
is treated as investing shall be credited to the Account in an
amount equal to the net increase or decrease in the net asset value
of each investment option since the preceding Valuation Date in
accordance with the ratio that the portion of the Account of each
Participant that is invested in the designated investment option
bears to the aggregate of all amounts invested in the same
investment option.
(c) The Employer may, but is not required to, invest any amounts which
are attributable to Deferral Contributions and Employer
Contributions in investments which reflect the investment decisions
made pursuant to Article 5.2 above.
ARTICLE 6. RIGHT TO BENEFITS
6.1. VESTING. Each Participant shall have nonforfeitable right to benefits
under this Plan represented by his Account.
6.2. TERMINATION OF EMPLOYMENT. If a Participant terminates his employment
for any reason other than death or retirement in connection with reaching
Retirement Age, he will be entitled to a termination benefit equal to the
value of his Account as adjusted for income, expense, gain or loss as of his
termination date. The amount payable under this Section will be distributed
in accordance with Article 7.
6.3. DEATH. If a Participant dies before the distribution of the value of
his Account has commenced, or before such distribution has been completed,
his designated Beneficiary or Beneficiaries will be entitled to receive the
balance or remaining balance of his Account, plus
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<PAGE>
any amounts thereafter credited to his Account. Distribution to the
Beneficiary or Beneficiaries will be made in accordance with Article 7.
6.4. DESIGNATION OF BENEFICIARIES. A Participant may designate a
Beneficiary or Beneficiaries, or change any prior designation of Beneficiary
or Beneficiaries by giving notice to the Administrator on a form designated
by the Administrator. If more than one person is designated as the
Beneficiary, their respective interests shall be as indicated on the
designation form.
6.5. ADJUSTMENT FOR INVESTMENT EXPERIENCE. If any distribution under this
Article 6 is not made in a single payment, the amount remaining in the
Account after the distribution will be subject to adjustment until
distributed to reflect the income and gain or loss on the investments in
which such amount is treated as invested and any expenses properly charged
under the Plan and Trust to such amounts.
ARTICLE 7. DISTRIBUTION OF BENEFITS
7.1. GENERAL DISTRIBUTION PROVISIONS. Distributions to Participants and to
their Beneficiaries shall be made pursuant to the method of distribution
elected by each Participant in his salary reduction agreement.
7.2. DISTRIBUTION OF BENEFITS TO ACTIVE EMPLOYEE PARTICIPANTS. A
distribution under the Plan to an active Employee shall be made according to
the distribution election signed by the Participant in a lump sum in cash or,
if elected specified in the Participant's election to defer Compensation
under a systematic withdrawal plan, substantially equal, annual installments
not exceeding 10 years.
7.3. DISTRIBUTION OF BENEFITS TO TERMINATED PARTICIPANTS.
(a) For those Participants who terminate their employment for reasons other
than death prior to attainment of Retirement Age, distribution shall be
made in a lump sum. If the Participant who terminates employment is
already receiving an in-service installment distribution, then the
remaining installments shall be paid in a lump sum.
(b) A Participant terminating employment after attaining Retirement Age
("Retiree") is eligible to receive his benefits in annual installments
or a lump sum according to, and at the date or commencing on the date
specified in, his Deferral Agreement; provided, that upon his request
within 90 days prior to his termination date, a Retiree may change form
of distribution from annual installments to lump sum, and/or change the
timing of the distribution to accelerate the date to his termination
date.
7.4. DISTRIBUTION OF BENEFITS UPON DEATH OF A PARTICIPANT. Upon death of a
Participant either before distribution of the value of his Account or before
such distribution
11
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has been completed, the remaining value of his Account will be distributed to
the Participant's Beneficiary(ies) in a lump sum or in annual installments as
provided in the Participant's Deferral Agreement. A copy of the death notice
or other sufficient documentation must be filed with and approved by the
Administrator. If upon the death of the Participant there is, in the opinion
of the Administrator, no designated Beneficiary for part or all of the
Participant's Account, such amount will be paid to his surviving spouse or,
if none, to his estate (such spouse or estate shall be deemed to be the
Beneficiary for purposes of the Plan). If a Beneficiary dies after benefits
to such Beneficiary have commenced, but before they have been completed,
and, in the opinion of the Administrator, no person has been designated to
receive such remaining benefits, then such benefits shall be paid to the
deceased Beneficiary's estate.
7.5. ACCELERATED DISTRIBUTION. A Participant may make a one-time request
that the Administrator authorize an accelerated lump sum distribution of the
value of his entire Account, or a portion thereof without specifying a
reason. In such event, the Administrator will arrange for the accelerated
distribution and the portion withdrawn from the Participant's Account will be
reduced by 10% as a penalty for early withdrawal, and the Participant will be
precluded from deferring any Compensation for the twelve months subsequent to
making the request.
7.6. EMERGENCY DISTRIBUTION. A Participant may request that the
Administrator authorize an emergency payment to such Participant. Any such
distribution shall be for the sole purpose of enabling such Participant to
meet his immediate and heavy financial needs arising as a result of
catastrophic emergency of such Participant or a member of his immediate
family. (Children's' educational expenses and the purchase or improvement of
a residence are specifically excluded as events deemed to constitute an
emergency for purposes of this Section. If an emergency payment is
authorized, the Administrator shall distribute to such Participant, within a
reasonable time, an amount determined by the Administrator to be sufficient
to alleviate the financial hardship, but not in excess of the Participant's
Account balances as of such date. In determining the amount to be
distributed, the Administrator may take into account amounts reasonably
available from other sources of the Participant.
7.7. NOTICE TO TRUSTEE. The Administrator will notify the Trustee, if any,
in writing whenever any Participant or Beneficiary is entitled to receive
benefits under the Plan and instruct the Trustee to distribute such benefits.
The Administrator's notice shall indicate the form, amount and frequency of
benefits that such Participant or Beneficiary shall receive.
7.8. TIME OF DISTRIBUTION. In no event will a distribution to a Participant
be made more than 30 days later than the date specified by the Participant
in his Deferral Agreement.
ARTICLE 8. PLAN ADMINISTRATION
8.1. POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator
has the full
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<PAGE>
power and the full responsibility to administer the Plan in all of its
details, subject to a) the general oversight of the Compensation Committee;
b) the terms of the Plan; and c) the applicable requirements of ERISA and the
Code, and rules, regulations and rulings thereunder. Decisions of the
Administrator may be effected by a majority vote of the members of the
Administrator, either in person at a meeting or in writing. The
Administrator's powers and responsibilities include, but are not limited to,
the following:
(a) To make and enforce such rules and regulations as it deems
necessary or proper for the efficient administration of the Plan;
(b) To interpret the Plan, its interpretation thereof in good faith to
be final and conclusive on all persons claiming benefits under the
Plan;
(c) To decide all questions concerning the Plan and the eligibility of
any person to participate in the Plan;
(d) To administer the claims and review procedures specified in
Section 11.3;
(e) To compute the amount of benefits which will be payable to any
Participant, former Participant or Beneficiary in accordance with
the provisions of the Plan;
(f) To determine the person or persons to whom such benefits will be
paid;
(g) To authorize the payment of benefits;
(h) To comply with the reporting and disclosure requirements of Part 1
of Subtitle B of Title I of ERISA;
(i) To appoint such agents, counsel, accountants, and consultants as
may be required to assist in administering the Plan;
(j) To appoint and remove any Trustee appointed to hold and manage any
assets set aside for the Employer to fulfill its obligations under
the Plan;
(k) To enter into, and from time to time, amend, a trust agreement
between the Employer and the Trustee, upon such terms and in such
form as the Administrator shall deem appropriate, subject to the
terms of the Plan; and
(l) By written instrument, to allocate and delegate day-to-day
responsibilities related to administration of the Plan.
8.2. NONDISCRIMINATORY EXERCISE OF AUTHORITY. Whenever, in the
administration of the Plan, any discretionary action by the Administrator is
required, the Administrator shall exercise its authority in a
nondiscriminatory manner so that all persons similarly situated will
13
<PAGE>
receive substantially the same treatment.
8.3. CLAIMS AND REVIEW PROCEDURES.
(a) CLAIMS PROCEDURE. If any person believes he has been denied any
rights or benefits under the Plan, such person may file a claim in
writing with the Administrator. The Administrator will notify such
person of its decision in writing. If any such claim is wholly or
partially denied, such notification will contain (i) specific
reasons for the denial, (ii) specific reference to pertinent Plan
provisions, (iii) a description of any additional material or
information necessary for such person to perfect such claim and an
explanation of why such material or information is necessary, and
(iv) information as to the steps to be taken if the person wishes
to submit a request for review. Such notification will be given
within 90 days after the claim is received by the Administrator (or
within 180 days, if special circumstances require an extension of
time for processing the claim, and if written notice of such
extension and circumstances is given to such person within the
initial 90-day period). If such notification is not given within
such period, the claim will be considered denied as of the last day
of such period and such person may request a review of his claim.
(b) REVIEW PROCEDURE. Within 60 days after the date on which a person
receives notice of denial of his claim, or within 60 days after the
date on which such denial is considered to have occurred), such
person (or his duly authorized representative) may (i) file a
written request with the Administrator for a review of his denied
claim and of pertinent documents. The Administrator will notify
such person of its decision upon review of the denied claim in
writing. Such notification will be written in a manner calculated
to be understood by such person and will contain specific reasons
for the decision as well as specific references to pertinent Plan
provisions. The decision on review of the denied claim will be
made within 60 days after the request for review is received by the
Administrator (or within 120 days, if special circumstances require
an extension of time for processing the request, such as an
election by the Administrator to hold a hearing, and if written
notice of such extension and circumstances is given to such person
within the initial 60-day period). If the decision on review is
not made within such period, the claim will be considered denied.
(c) FINAL AND BINDING DECISION. The Administrator's decisions with
respect to review of claims under the Plan will be final and
binding on all persons have an interest therein.
8.4. ADMINISTRATIVE COSTS OF THE PLAN
The Employer shall pay all reasonable costs and expenses (including legal,
accounting, and
14
<PAGE>
employee communication fees) ("Expenses") incurred by the Administrator and
the Trustee in administering the Plan and Trust.
ARTICLE 9. THE TRUST
9.1. ESTABLISHMENT OF A TRUST. The Administrator, on behalf of the
Employer, shall appoint a Trustee and establish a Trust between the Employer
and the Trustee, in accordance with the terms and conditions as set forth in
a separate agreement, under which assets of the Employer shall be held,
administered and managed in order to satisfy the obligations of the Employer
with respect to payment of benefits to the Participants of this Plan and
their Beneficiaries (the "Trust"). The assets of the Trust shall be held
subject to the claims of the Employer's creditors in the event of the
Employer's insolvency, until paid to Participants and their Beneficiaries as
specified in the Plan. The Trust is intended to be treated as a grantor
trust under the Code, and the establishment of the Trust is not intended to
cause Participants to realize current income on amounts contributed thereto.
Notwithstanding the provisions of the foregoing paragraph, the Administrator,
on behalf of the Employer, may, in lieu of a trust, utilize such other
arrangement from time to time as determined by the Administrator in its sole
discretion to secure the Employer's obligations under this Plan in such a
manner which is also not intended to cause Participants to realize current
income on amounts contributed thereto.
9.2. TRANSFERRING ASSETS TO THE TRUST. If a Trust is maintained, the
Employer will from time to time make a transfer of assets to the Trustee,
reflecting the amounts of Deferral Contributions and Employer Contributions,
if any made under the Plan. The Employer shall provide the Trustee with
information on the amount to be credited to each Participant's Account.
ARTICLE 10. AMENDMENT AND TERMINATION
10.1. AMENDMENT OF THE PLAN. The Company reserves the authority to amend the
Plan by filing with the Administrator and any Trustee an amendment or a
restated Plan document, executed by an authorized representative of the
Company, in which the Company has indicated a change or changes in provisions
previously elected by it. Such changes are to be effective on the effective
date of such amendment or re stated Plan document. Any such change
notwithstanding, no Participant's Account shall be reduced by such change
below the amount to which the Participant would have been entitled if he had
voluntarily left the employ of the Employer immediately prior to the date of
the change. The Company may from time to time make any amendment to the Plan
that may be necessary to satisfy the Code or ERISA. The Compensation
Committee of the Board of Directors of the Company (the "Compensation
Committee") is authorized to approve any amendments to the Plan on behalf of
the Company.
10.2. RETROACTIVE AMENDMENTS. An amendment made by the Company in accordance
with Section may be made effective on a date prior to the first day of the
Plan Year in which
15
<PAGE>
it is adopted if such amendment is necessary or appropriate to enable the
Plan and Trust to satisfy the applicable requirements of the Code or ERISA or
to conform the Plan to any change in federal law or to any regulations or
ruling thereunder. Any retroactive amendment by the Company shall be subject
to the provisions of Section 10.1.
10.3. PLAN TERMINATION. The Employer has adopted the Plan with the
intention and expectation that contributions will be continued indefinitely.
However, said Employer has no obligation or liability whatsoever to maintain
the Plan for any length of time. The Administrator is authorized to
discontinue contributions under the Plan or terminate the Plan at any time by
written notice delivered to the Administrator and any Trustee without any
liability hereunder for any such discontinuance or termination.
10.4. DISTRIBUTION UPON TERMINATION OF THE PLAN. Upon termination of the
Plan, no further Deferral Contributions or Employer Contributions shall be
made under the Plan, but Accounts of Participants maintained under the Plan
at the time of termination shall continue to be governed by the terms of the
Plan until paid out in accordance with the terms of the Plan.
ARTICLE 11. MISCELLANEOUS
11.1. COMMUNICATION TO PARTICIPANTS. The Plan will be communicated to all
Eligible Employees by the Administrator promptly after the Plan is adopted.
11.2. LIMITATION OF RIGHTS. Neither the establishment of the Plan and the
Trust, nor any amendment thereof, nor the creation of any fund or account,
nor the payment of any benefits, will be construed as giving to any
Participant or other person any legal or equitable right against the
Employer, Administrator or Trustee, except as provided herein; and in no
event will the terms of employment or service of any Participant be modified
or in any way affected hereby.
11.3. SPENDTHRIFT PROVISION. The benefits provided hereunder will not, prior
to their distribution, be subject to alienation, assignment, garnishment,
attachment, execution or levy of any kind, either voluntarily or
involuntarily, and any attempt to cause such benefits to be so subjected will
not be recognized, except to such extent as may be required by law.
11.4. FACILITY OF PAYMENT. In the event the Administrator determines, on the
basis of medical reports or other evidence satisfactory to the Administrator,
that the recipient of any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may direct the Trustee to disburse such
payments to a person or institution designated by a court which has
jurisdiction over such recipient or a person or institution otherwise having
the legal authority under State law for the care and control of such
recipient. The receipt by such person or institution of any such payments
therefore, and any such payment to the extent thereof, shall discharge the
16
<PAGE>
liability of the Trust for the payment of benefits hereunder to such
recipient.
11.5. INFORMATION BETWEEN EMPLOYER AND TRUSTEE. The Employer agrees to
furnish the Administrator and any Trustee, and the Trustee agrees to
furnish the Employer with such information relating to the Plan and Trust as
may be required by the parties in order to carry out their respective duties
hereunder, including without limitation information required under the Code
or ERISA and any regulations issued or forms adopted thereunder.
11.6. NOTICES. Any notice or other communication in connection with this
Plan shall be deemed delivered in writing if addressed as provided below and
if either actually delivered at said address or, in the case of a letter,
three business days shall have elapsed after the same shall have been
deposited in the United States mails, first-class postage prepaid and
registered or certified:
(a) If it is sent to the Employer or Administrator, it will be at the
following address, or such other address as is subsequently
determined by the Administrator:
Grubb & Ellis Company
2215 Sanders Road, Suite 400
Northbrook, IL 60062
Attn: Vice President of Human Resources
(b) If it is sent to the Trustee, it will be sent to such address
specified by the Trustee in the trust agreement to be entered into
between the Employer and the Trustee.
11.7. GOVERNING LAW. The Plan will be construed, administered and enforced
according to ERISA, and to the extent not preempted thereby, the laws of the
State of Illinois, without regard to the principles of conflicts of law
thereof.
- ---------------
IN WITNESS WHEREOF, the Employer by its duly authorized representative of the
Administrator, has caused this Plan to be adopted on 20th day of November,
1998.
EMPLOYER
Grubb & Ellis Company and Subsidiaries
By: /s/Vincent Ristucci
----------------------------------
(Title)
Member of Administrator Committee
17
<PAGE>
November 23, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: GRUBB & ELLIS COMPANY
REGISTRATION STATEMENT ON FORM S-8
Ladies/Gentlemen:
The undersigned is Senior Vice President and General Counsel of
Grubb & Ellis Company (the "Company"). This legal opinion is being provided
in connection with the registration, under the Securities Act of 1933, as
amended, of $10,000,000 in deferred compensation obligations (the
"Obligations") of the Company under the Grubb & Ellis Company Deferred
Compensation Plan (the "Plan").
In connection with this opinion, the undersigned is familiar with
the corporate proceedings taken by the Company in connection with the
authorization of the Plan and the Obligations, and has made such other
examinations of law and fact as considered necessary in order to form a basis
for the opinion hereafter expressed.
Based upon the foregoing, the undersigned is of the opinion that
the Obligations have been duly authorized, and upon the issuance of the
Obligations under the terms of the Plan, such Obligations will be legally
valid and binding obligations of the Company, except as may be limited by the
effect of bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting the rights or
remedies of creditors; the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought;
and the effect of the laws of usury or other laws or equitable principles
relating to or limiting the interest rate payable on indebtedness.
The undersigned is opining herein as to the effect on the subject
transaction only of the General Corporation Law of the State of Delaware and
the internal laws of the State of Illinois, and expresses no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or, in the case of Delaware, any other laws or as to
any matters of municipal law or the laws of any other local agencies within
any state.
The undersigned consents to the filing of this opinion as an
exhibit to the
<PAGE>
Registration Statement.
Sincerely,
Grubb & Ellis Company
/s/ Robert J. Walner
Senior Vice President and
General Counsel
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Grubb & Ellis Company Deferred Compensation Plan
of Grubb & Ellis Company of our reports (a) dated August 21, 1998, with
respect to the consolidated financial statements of Grubb & Ellis Company
included in its Annual Report (Form 10-K) for the year ended June 30, 1998,
and (b) dated August 21, 1998, with respect to the financial statements of
Bishop Hawk, Inc. included in the Current Report on Form 8-K/A of Grubb &
Ellis Company dated July 22, 1998, both filed with the Securities and
Exchange Commission.
/s/Ernst & Young LLP
Chicago, Illinois
November 20, 1998
<PAGE>
POWER OF ATTORNEY
GRUBB & ELLIS DEFERRED COMPENSATION PLAN
Each of the undersigned directors of Grubb & Ellis Company, a Delaware
corporation (the "Company"), hereby constitutes and appoints Robert J.
Walner, Blake Harbaugh and Carol Vanairsdale, jointly and severally, his
attorneys-in-fact, each with the power of substitution, for him in any and
all capacities, to sign the Registration Statement covering the Company's
obligations to repay deferred compensation under the Grubb & Ellis Deferred
Compensation Plan (the "Plan"), and any amendments thereto, and any future
Registration Statements for additional interests or securities to be issued
under the Plan, and any amendments thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or their substitute or substitutes, may do or
cause to be done by virtue hereof.
This instrument may be executed in a number of identical counterparts,
each of which shall be deemed an original for all purposes and all of which
shall constitute collectively, one instrument.
IN WITNESS WHEREOF, we have signed these presents this 19th day of
November, 1998.
/s/ R. David Anacker /s/ Thomas E. Meador
/s/ Lawrence S. Bacow /s/ Robert J. McLaughlin
/s/ Joe F. Hanauer /s/ John D. Santoleri
/s/ C. Michael Kojaian /s/ Todd Williams
/s/ Sidney Lapidus /s/ Neil Young
Reuben S. Leibowitz
<PAGE>
POWER OF ATTORNEY
GRUBB & ELLIS DEFERRED COMPENSATION PLAN
The undersigned President and Chief Executive Officer of Grubb & Ellis
Company, a Delaware corporation (the "Company"), hereby constitutes and
appoints Robert J. Walner, Blake Harbaugh and Carol Vanairsdale, jointly and
severally, his attorneys-in-fact, each with the power of substitution, for
him in his capacity as President and Chief Executive Officer of the Company,
to sign the Registration Statement covering the Company's obligations to
repay deferred compensation under the Grubb & Ellis Deferred Compensation
Plan (the "Plan"), and any amendments thereto, and any future Registration
Statements for additional interests or securities to be issued under the
Plan, and any amendments thereto, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or their substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 19th day of
November, 1998.
/s/ Neil Young
-----------------------------------
Neil Young
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
GRUBB & ELLIS DEFERRED COMPENSATION PLAN
The undersigned Senior Vice President and Chief Financial Officer of
Grubb & Ellis Company, a Delaware corporation (the "Company"), hereby
constitutes and appoints Robert J. Walner, Blake Harbaugh and Carol
Vanairsdale, jointly and severally, his attorneys-in-fact, each with the
power of substitution, for him in his capacity as Senior Vice President and
Chief Financial Officer of the Company, to sign the Registration Statement
covering the Company's obligations to repay deferred compensation under the
Grubb & Ellis Deferred Compensation Plan (the "Plan"), and any amendments
thereto, and any future Registration Statements for interests or securities
to be issued under the Plan, and any amendments thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or their substitute or substitutes, may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 19th day of
November, 1998.
/s/ Brian Parker
-----------------------------------
Brian Parker
Senior Vice President and
Chief Financial Officer
