<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1999
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 (I.R.S. Employer
jurisdiction of 2215 Sanders Road Identification Number)
incorporation or Suite 400
organization) Northbrook, Illinois 60062
(Address of principal executive offices) (zip code)
--------------------
Grubb & Ellis Company
1998 Stock Option Plan,
effective January 13, 1998
1993 Stock Option Plan for Outside Directors,
as amended effective November 19, 1998
(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 Share (1) Price (1) Fee (1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,250,000 $6.5313 $14,695,425 $4,085.33
$0.01 par value
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)Estimated for the purpose of calculating the registration fee pursuant to
pursuant to Rule 457(c) (the average ($6.5313) of the high ($6.5625)
and low ($6.5) prices for the Company's Common Stock quoted on the
New York Stock Exchange, Inc. on March 1, 1999).
<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 Quarterly Report on Form 10-Q
for the fiscal quarter ended December 31, 1998;
(d) The Registrant's Current Reports on Form 8-K or
8-K/A filed on August 6, 1998, October 5, 1998 and December 23, 1998;
and
(e) 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 Registrant 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.
1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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 Carol Vanairsdale, Vice
President and Assistant 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 Registrant 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 Registrant's Restated Certificate of Incorporation is to eliminate the
rights of the Registrant and its stockholders (through stockholders' derivative
suits on behalf of the Registrant) to recover monetary damages against a
director for breach of 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 Registrant 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 Registrant's
Bylaws provides that the Registrant 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
2
<PAGE>
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.
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(4) Grubb & Ellis Company 1998 Stock Option Plan, effective
January 13, 1998.
4.5(5) Grubb & Ellis Company 1993 Stock Option Plan for Outside
Directors, effective January 1, 1993.
4.6(6) First Amendment to the 1993 Stock Option Plan for Outside
Directors, effective November 19, 1998.
5 Opinion of Carol Vanairsdale, Vice President and Assistant
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 and Resolutions of the Board of Directors.
</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 Registration Statement on 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.
(4) Filed as Exhibit 10.5 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1998 and incorporated herein by reference.
(5) Filed as Exhibit 4.1 to the Registrant's Registration Statement on
Form S-8 filed on November 12, 1993 (File No. 33-71484) and incorporated
herein by reference.
(6) Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended December 31, 1998 and incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
3
<PAGE>
(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 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.
4
<PAGE>
(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.
5
<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 4th day of
March, 1999.
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 March 4, 1999.
Signature Title
--------- -----
* President, Chief Executive Officer
---------------------------------------- and Chairman of the Board
Neil R. Young (Principal Executive Officer)
* Senior Vice President and Chief
---------------------------------------- Financial Officer (Principal
Brian Parker 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
6
<PAGE>
Director
----------------------------------------
Thomas E. Meador
* Director
----------------------------------------
John D. Santoleri
* Director
----------------------------------------
Todd Williams
* By: /s/ Carol Vanairsdale
-----------------------------------
Carol M. Vanairsdale, Attorney-in-Fact
7
<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(4) Grubb & Ellis Company 1998 Stock Option Plan, effective
January 13, 1998.
4.5(5) Grubb & Ellis Company 1993 Stock Option Plan for Outside
Directors, effective January 1, 1993.
4.6(6) First Amendment to the 1993 Stock Option Plan for Outside
Directors, effective November 19, 1998.
5 Opinion of Carol Vanairsdale, Vice President and Assistant
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 and Resolutions of the Board of Directors.
</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 Registration Statement on 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.
(4) Filed as Exhibit 10.5 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended June 30, 1998 and incorporated herein by reference.
(5) Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form
S-8 filed on November 12, 1993 (File No. 33-71484) and incorporated herein
by reference.
(6) Filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended December 31, 1998 and incorporated herein by
reference.
1
<PAGE>
Exhibit 5
March 4, 1999
Securities and Exchange Commission
450 Fifth Street, N. W.
Judiciary Plaza
Washington D. C. 20549
Re: Grubb & Ellis Company
2,250,000 Shares of Common Stock, Par Value $0.01 per Share
-----------------------------------------------------------
Ladies/Gentlemen:
The undersigned is Assistant General Counsel of Grubb & Ellis Company, a
Delaware corporation (the "Company"). This legal opinion is being provided in
connection with the registration on Form S-8 (the "Registration Statement"), to
be filed with the Securities and Exchange Commission by the Company on March 4,
1999 under the Securities Act of 1933, as amended, of 2,000,000 shares of common
stock of the Company, par value $0.01 per share ("Common Stock"), issuable under
the 1998 Stock Option Plan, effective as of January 13, 1998 (the "1998 Plan")
and 250,000 shares of Common Stock issuable under the 1993 Stock Option Plan for
Outside Directors, as amended effective November 19, 1998 (the "1993 Plan").
The shares issuable under the 1998 Plan and the 1993 Plan are hereinafter
referred to as the "Shares."
In connection with this opinion, the undersigned is familiar with the corporate
proceedings taken by the Company related to the issuance of the Shares, 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 on the foregoing, the undersigned is of the opinion that the Shares have
been duly authorized and when issued pursuant to the 1998 Plan and the 1993
Plan, as applicable, will be validly issued, fully paid and non-assessable.
The undersigned is opining herein as to the effect on the issuance of the
Shares under the 1998 Plan and the 1993 Plan only of the General Corporation
Law of the State of Delaware. The undersigned expresses no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or any other laws or as to any matters of municipal
law or other laws of any other local agencies within any state.
The undersigned consents to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Carol M. Vanairsdale
- ----------------------------
Carol M. Vanairsdale
Assistant 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 1998 Stock Option Plan (effective
January 13, 1998) and 1993 Stock Option Plan for Outside Directors (as amended
effective November 19, 1998) 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 October 5, 1998, both filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
February 26, 1999
<PAGE>
GRUBB & ELLIS COMPANY
POWER OF ATTORNEY
1998 STOCK OPTION PLAN
Each of the undersigned directors of Grubb & Ellis Company, a Delaware
corporation (the "Company"), hereby constitutes and appoints Robert J. Walner
and Carol M. 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 shares of the common stock of Grubb & Ellis
Company issued pursuant to said corporation's 1998 Stock Option Plan (the
"Plan"), and any amendments thereto, and any future Registration Statements for
additional shares 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 13th day of
January, 1998.
/s/ Lawrence S. Bacow /s/ Reuben S. Leibowitz
- ---------------------------------- ----------------------------------
Lawrence S. Bacow Reuben S. Leibowitz
/s/ Robert J. McLaughlin /s/ John D. Santoleri
- ---------------------------------- ----------------------------------
Robert J. McLaughlin John D. Santoleri
/s/ R. David Anacker /s/ Joe F. Hanauer
- ---------------------------------- ----------------------------------
R. David Anacker Joe F. Hanauer
/s/ Neil Young /s/ Sidney Lapidus
- ---------------------------------- ----------------------------------
Neil Young Sidney Lapidus
/s/ Todd Williams /s/ C. Michael Kojaian
- ---------------------------------- ----------------------------------
Todd Williams C. Michael Kojaian
<PAGE>
POWER OF ATTORNEY
1998 STOCK OPTION PLAN
The undersigned President and Chief Executive Officer of Grubb & Ellis
Company, a Delaware corporation (the "Company"), hereby constitutes and appoints
Robert J. Walner and Carol M. 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 shares of the common stock of Grubb & Ellis
Company issued pursuant to said corporation's 1998 Stock Option Plan (the
"Plan"), and any amendments thereto, and any future Registration Statements for
additional shares 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 13th day of
January, 1998.
/s/ Neil Young
------------------------------------------
Neil Young
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
1998 STOCK OPTION 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 and Carol M. 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 shares of the common stock of Grubb & Ellis
Company issued pursuant to said corporation's 1998 Stock Option Plan (the
"Plan"), and any amendments thereto, and any future Registration Statements for
additional shares 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 13th day of
January, 1998.
/s/ Brian Parker
-----------------------------------
Brian Parker
Senior Vice President and
Chief Financial Officer
<PAGE>
GRUBB & ELLIS COMPANY
POWER OF ATTORNEY
1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
Each of the undersigned directors of Grubb & Ellis Company, a Delaware
corporation (the "Company"), hereby constitutes and appoints Robert J. Walner
and Carol M. 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 shares of the common stock of Grubb & Ellis
Company issued pursuant to the Company's 1993 Stock Option Plan for Outside
Directors (the "Plan"), and any amendments thereto, and any future Registration
Statements for additional shares 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 26th day of May,
1998.
/s/ Lawrence S. Bacow /s/ Reuben S. Leibowitz
- ---------------------------------- ----------------------------------
Lawrence S. Bacow Reuben S. Leibowitz
/s/ Robert J. McLaughlin /s/ John D. Santoleri
- ---------------------------------- ----------------------------------
Robert J. McLaughlin John D. Santoleri
/s/ R. David Anacker /s/ Joe F. Hanauer
- ---------------------------------- ----------------------------------
R. David Anacker Joe F. Hanauer
/s/ Neil Young /s/ Sidney Lapidus
- ---------------------------------- ----------------------------------
Neil Young Sidney Lapidus
/s/ Todd Williams /s/ C. Michael Kojaian
- ---------------------------------- ----------------------------------
Todd Williams C. Michael Kojaian
<PAGE>
POWER OF ATTORNEY
1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
The undersigned President and Chief Executive Officer of Grubb & Ellis
Company, a Delaware corporation (the "Company"), hereby constitutes and appoints
Robert J. Walner and Carol M. 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 shares of the common stock of Grubb & Ellis
Company issued pursuant to the Company's 1993 Stock Option Plan for Outside
Directors (the "Plan"), and any amendments thereto, and any future Registration
Statements for additional shares 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 28th day of May,
1998.
/s/ Neil Young
-----------------------------------
Neil Young
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
1993 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
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 and Carol M. 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 shares of the common stock of Grubb & Ellis
Company issued pursuant to the Company's 1993 Stock Option Plan for Outside
Directors (the "Plan"), and any amendments thereto, and any future Registration
Statements for additional shares 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 26th day of May,
1998.
/s/ Brian Parker
-----------------------------------
Brian Parker
Senior Vice President and
Chief Financial Officer
<PAGE>
GRUBB & ELLIS COMPANY
BOARD OF DIRECTORS
RESOLUTIONS
MAY 28, 1998
POWERS OF ATTORNEY
WHEREAS, Neil Young, Chairman, President and Chief Executive Officer of
Grubb & Ellis Company, a Delaware corporation (the "Company"), and Brian
Parker, Senior Vice President and Chief Financial Officer of the Company may
not be available to sign the Company's Annual Report on Form 10-K for the
1998 fiscal year, a Registration Statement on Form S-8 to register securities
under the 1998 Stock Option Plan, and/or a Registration Statement on Form S-8
to register securities under the 1993 Outside Directors' Stock Option Plan,
on behalf of the Company (collectively, the "Forms 10-K and S-8");
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the
Company hereby authorizes the appointment 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 Securities and
Exchange Commission, on behalf of each such person as officer of the Company,
the Company's Forms 10-K and S-8, 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 powers 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
RESOLVED FURTHER, that the appropriate Corporate Officers, and each of
them, are hereby authorized and directed to do any and all things, including
the execution of any and all documents, 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.
