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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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GRUBB & ELLIS COMPANY
(Name of Subject Company (issuer) and Filing Person (offeror))
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
400095204
400095105
(CUSIP Number of Class of Securities)
ROBERT J. WALNER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
GRUBB & ELLIS COMPANY
2215 SANDERS ROAD, SUITE 400
NORTHBROOK, ILLINOIS 60062
(847) 753-7500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
COPY TO:
SCOTT R. HABER, ESQ.
LATHAM & WATKINS
505 MONTGOMERY STREET, SUITE 1900
SAN FRANCISCO, CALIFORNIA 94111
(415) 391-0600
_____________
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third-party tender offer subject to Rule 14d-1
[x] issuer tender offer subject to Rule 13e-4
[_] going private transaction subject to Rule 13e-3
[_] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer [_]
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This Amendment No. 2 to Tender Offer Statement on Schedule TO relates to
the offer by Grubb & Ellis Company, a Delaware corporation, to purchase up to
7,000,000 shares of its common stock, $0.01 par value, at a price of $7.00 per
share, net to the seller in cash, without interest. Grubb & Ellis Company's
offer is being made upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 15, 2000 and in the related Letter of
Transmittal, which, as amended or supplemented from time to time, together
constitute the offer.
The Company has entered into an amendment to its existing senior credit
facilities with Bank of America, N.A., as administrative agent, and a syndicate
of financial institutions. The information contained in Exhibits (b)(1) through
(b)(5) is incorporated herein by reference.
ITEM 12. EXHIBITS.
(b)(1) Amended and Restated Credit Agreement among the Registrant, the other
financial institutions from time to time parties thereto, Bank of
America, N.A., American National Bank and Trust of Chicago and LaSalle
Bank National Association, dated as of December 31, 2000.
(b)(2) Note executed by the Registrant in favor of Bank of America, N.A.
dated as of December 31, 2000.
(b)(3) Note executed by the Registrant in favor of LaSalle Bank National
Association dated as of December 31, 2000.
(b)(4) Note executed by the Registrant in favor of American National Bank and
Trust of Chicago dated as of December 31, 2000.
(b)(5) Swingline Loan Note executed by the Registrant in favor of Bank of
America, N.A. in the amount of $2,000,000 dated as of December 31,
2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: January 10, 2001 GRUBB & ELLIS COMPANY
By: /s/ BRIAN D. PARKER
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Name: Brian D. Parker
Title: Executive Vice President
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EXHIBIT INDEX
Exhibit Number Description
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(b)(1) Amended and Restated Credit Agreement among the Registrant,
the other financial institutions from time to time parties
thereto, Bank of America, N.A., American National Bank and
Trust of Chicago and LaSalle Bank National Association, dated
as of December 31, 2000.
(b)(2) Note executed by the Registrant in favor of Bank of America,
N.A. dated as of December 31, 2000.
(b)(3) Note executed by the Registrant in favor of LaSalle Bank
National Association dated as of December 31, 2000.
(b)(4) Note executed by the Registrant in favor of American National
Bank and Trust of Chicago dated as of December 31, 2000.
(b)(5) Swingline Loan Note executed by the Registrant in favor of
Bank of America, N.A. in the amount of $2,000,000 dated as of
December 31, 2000.
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