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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 1)
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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
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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. 1 to Tender Offer Statement on Schedule TO relates to
the offer by Grubb & Ellis Company, a Delaware corporation, to purchase shares
of its common stock, $0.01 par value. Grubb & Ellis Company is offering to
purchase up to 7,000,000 shares at a price of $7.00 per share, net to the seller
in cash, without interest, as specified by shareholders tendering their shares.
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.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 6 is hereby amended in relevant part to add the following:
Although all Grubb & Ellis shareholders have the opportunity to participate
on a pro rata basis, the offer will primarily benefit the Company's affiliates
because they own approximately 77% of the outstanding shares of common stock,
and in the aggregate intend to tender approximately 15,584,149 shares.
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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 8, 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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