<PAGE>
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. 3)
_____________
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 [_]
<PAGE>
This Amendment No. 3 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 extended the period of time for which the offer is open to
5:00 p.m., New York City time, on Wednesday, January 24, 2001. The information
contained in Exhibit (a)(5)(iv) is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(5)(iv) Press Release dated January 11, 2001. Any Internet addresses
provided in this release are for information purposes only and
are not intended to be hyperlinks. Accordingly, no information in
any of these Internet addresses is included herein.
2
<PAGE>
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
--------------------------------------
Name: Brian D. Parker
Title: Executive Vice President
3
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
(a)(5)(iv) Press Release dated January 11, 2001. Any Internet addresses
provided in this release are for information purposes only
and are not intended to be hyperlinks. Accordingly, no
information in any of these Internet addresses is included
herein.
4
