-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BlOrpMIlyl4tN+Rpsn5AMa6jrrgJdrsWGrUhqhe5feWvbOLWJwvagzVIRJfKw+1w vz0bs//cKT8IF9W8qpyLrA== 0000892569-08-001575.txt : 20081211 0000892569-08-001575.hdr.sgml : 20081211 20081210184143 ACCESSION NUMBER: 0000892569-08-001575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081210 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081211 DATE AS OF CHANGE: 20081210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRUBB & ELLIS CO CENTRAL INDEX KEY: 0000216039 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 941424307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08122 FILM NUMBER: 081242030 BUSINESS ADDRESS: STREET 1: 500 WEST MONROE STREET STREET 2: SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3126986700 MAIL ADDRESS: STREET 1: 500 WEST MONROE STREET STREET 2: SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60661 8-K 1 a50787e8vk.htm FORM 8-K e8vk
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 10, 2008
GRUBB & ELLIS COMPANY
 
(Exact name of registrant as specified in its charter)
         
Delaware   1-8122   94-1424307
 
(State or other
jurisdiction of
formation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705
 
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (714) 667-8252
Not Applicable
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT 99.1
Exhibit 99.2


Table of Contents

Item 8.01 Other Events.
     On December 10, 2008, Grubb & Ellis Company (the “Company”) issued a press release announcing the preliminary voting results for the Company’s 2008 annual meeting. Later that same day, the Company issued another press release announcing that the preliminary voting results had become final. The final results are identical to the preliminary numbers and confirm that, based on reports from IVS Associates, Inc., the independent inspector of elections for the Company’s 2008 annual meeting of stockholders held on December 3, 2008, stockholders have voted to re-elect the Company’s board of directors’ nominees (Harold H. Greene, Devin I. Murphy and D. Fleet Wallace) to the Company’s board and to retain Ernst & Young LLP as the Company’s independent accounting firm. In addition, the Company also announced that dissenting stockholder Mr. Anthony Thompson’s three candidates and two bylaw proposals were defeated by stockholders at the meeting. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)   The following is filed as an Exhibit to this Current Report on Form 8-K:
  99.1   Press Release issued by Grubb & Ellis Company on December 10, 2008.
 
  99.2   Press Release issued by Grubb & Ellis Company on December 10, 2008.

 


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused the undersigned to sign this Report on the Registrant’s behalf.
         
  GRUBB & ELLIS COMPANY
 
 
  By:   /s/ Richard W. Pehlke    
    Richard W. Pehlke   
    Chief Financial Officer and
Executive Vice President 
 
 
Dated: December 10, 2008

 

EX-99.1 2 a50787exv99w1.htm EXHIBIT 99.1 exv99w1
Exhibit 99.1
(GRUBB & ELLIS LOGO)
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contacts:
                 
Media:
  Janice McDill   Matthew Sherman / Andi Salas        
 
  Grubb & Ellis   Joele Frank, Wilkinson Brimmer Katcher        
 
  312.698.6707   212.355.4449        
 
  janice.mcdill@grubb-ellis.com   msherman@joelefrank.com / asalas@joelefrank.com        
 
               
Investors:
  Laurie Connell / Amy Bilbija            
 
  MacKenzie Partners, Inc.            
 
  212.378.7071 / 650.798.5206            
    lconnell@mackenziepartners.com / abilbija@mackenziepartners.com
Grubb & Ellis Stockholders Re-Elect Board of Directors’ Nominees at 2008 Annual Meeting
Inspector of Elections’ Preliminary Report Confirms that All of Dissident’s Candidates and
Bylaw Proposals Were Defeated
SANTA ANA, Calif. (Dec. 10, 2008) — Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment firm, today announced that based on a preliminary report from IVS Associates, Inc., the independent inspector of elections for the company’s 2008 Annual Meeting of Stockholders held on December 3, 2008, stockholders have voted to re-elect the Board of Directors’ nominees — Harold H. Greene, Devin I. Murphy and D. Fleet Wallace. The inspector’s report confirms that dissenting stockholder Mr. Anthony Thompson’s candidates were defeated by a clear margin and that his two bylaw proposals were also defeated by stockholders. In addition, the proposal to retain Ernst & Young LLP as the company’s independent accounting firm was approved by stockholders at the meeting.
“On behalf of our Board of Directors and management team, we thank all of our stockholders for their support throughout this process,” said Gary Hunt, interim chief executive officer. “As we navigate through an extremely challenging environment, we believe we have the right Board and management team in place to continue executing on our plan to build stockholder value and best position the company going forward.”
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2 — 2 — 2
12/10/08
Grubb & Ellis Stockholders Re-Elect Board of Directors’ Nominees at 2008 Annual Meeting
As reported by the inspector of elections, the preliminary results are as follows:
         
ELECTION OF DIRECTORS   FOR  
Management
       
Harold H. Greene
    28,486,574  
Devin I. Murphy
    32,839,367  
D. Fleet Wallace
    28,482,376  
Opposition
       
Anthony W. Thompson
    19,884,716  
Harold A. Ellis, Jr.
    25,624,199  
Stuart A. Tanz
    25,624,414  
The company will announce the final results from the 2008 Annual Meeting upon confirmation from the inspector of elections that the results have been certified. The company does not expect that the final results will change materially from the preliminary results.
About Grubb & Ellis
Grubb & Ellis Company (NYSE: GBE) is one of the largest and most respected commercial real estate services and investment companies. With more than 130 owned and affiliate offices worldwide, Grubb & Ellis offers property owners, corporate occupants and investors comprehensive integrated real estate solutions, including transaction, management, consulting and investment advisory services supported by proprietary market research and extensive local market expertise.
Grubb & Ellis and its subsidiaries are leading sponsors of real estate investment programs that provide individuals and institutions the opportunity to invest in a broad range of real estate investment vehicles, including tax-deferred 1031 tenant-in-common (TIC) exchanges; public non-traded real estate investment trusts (REITs) and real estate investment funds. As of September 30, 2008, more than $3.8 billion in investor equity has been raised for these investment programs. The company and its subsidiaries currently manage a growing portfolio of more than 225 million square feet of real estate. In 2007, Grubb & Ellis was selected from among 15,000 vendors as Microsoft Corporation’s Vendor of the Year. For more information regarding Grubb & Ellis Company, please visit www.grubb-ellis.com.
Forward-Looking Statements
Certain statements included in this press release may constitute forward-looking statements regarding, among other things, future revenue growth, market trends, new business opportunities and investment programs, synergies resulting from the merger of Grubb & Ellis Company and NNN Realty Advisors, certain combined financial information regarding Grubb & Ellis Company and NNN Realty Advisors, new hires, results of operations, changes in expense levels and profitability and effects on the Company of changes in the real estate markets. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by these statements. Such factors which could adversely affect the Company’s ability to obtain these results include, among other things: (i) the slowdown in the volume and the decline in transaction values of sales and leasing transactions; (ii) the general economic downturn and recessionary pressures on businesses in general; (iii) a prolonged and pronounced recession in real estate markets and values; (iv) the unavailability of credit to finance real estate transactions in general and the Company’s tenant-in-common programs, in particular; (v) the reduction in borrowing capacity under the Company’s current credit facility, and the additional limitations with respect thereto; (vi) the Company’s continuing ability to make interest and principal payments with respect to its credit facility; (vii) an increase in expenses related to new initiatives, investments in people, technology and service improvements; (viii) the success of current and new investment programs; (ix) the success of new initiatives and investments; (x) the inability to attain expected levels of revenue, performance, brand equity and expense synergies resulting from the merger of Grubb & Ellis Company and NNN Realty Advisors in general, and in the current macroeconomic and credit environment, in particular and (xi) other factors described in the Company’s annual report on Form 10-K for the fiscal year ending December 31, 2007 and in the Company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 filed with the Securities and Exchange Commission (the “SEC”). The Company does not undertake any obligation to update forward-looking statements.
###

 

EX-99.2 3 a50787exv99w2.htm EXHIBIT 99.2 exv99w2
Exhibit 99.2
(GRUBB & ELLIS LOGO)
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contacts:
         
Media:
  Janice McDill
Grubb & Ellis
312.698.6707
janice.mcdill@grubb-ellis.com
  Matthew Sherman / Andi Salas
Joele Frank, Wilkinson Brimmer Katcher
212.355.4449
msherman@joelefrank.com / asalas@joelefrank.com
 
Investors:
  Laurie Connell / Amy Bilbija
MacKenzie Partners, Inc.
212.378.7071 / 650.798.5206
   
    lconnell@mackenziepartners.com / abilbija@mackenziepartners.com
Grubb & Ellis Announces Final Voting Results for 2008 Annual
Meeting of Stockholders
Certified Results Confirm Re-Election of All Three Grubb & Ellis Directors and Defeat of All of
Dissident’s Candidates and Bylaw Proposals
SANTA ANA, Calif. (Dec. 10, 2008) — Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment firm, today announced that IVS Associates, Inc., the independent inspector of election, has certified the voting results for the company’s 2008 Annual Meeting of Stockholders held on December 3, 2008. The final results are identical to the preliminary numbers reported earlier today and confirm that Grubb & Ellis stockholders voted to re-elect the incumbent Board’s three independent director nominees — Harold H. Greene, Devin I. Murphy and D. Fleet Wallace and ratified the appointment of Ernst & Young, LLP as the company’s independent public accountants. The results also confirm that dissenting stockholder Mr. Anthony Thompson’s three candidates and his two bylaw proposals were rejected.
About Grubb & Ellis
Grubb & Ellis Company (NYSE: GBE) is one of the largest and most respected commercial real estate services and investment companies. With more than 130 owned and affiliate offices worldwide, Grubb & Ellis offers property owners, corporate occupants and investors comprehensive integrated real estate solutions, including transaction, management, consulting and investment advisory services supported by proprietary market research and extensive local market expertise.
Grubb & Ellis and its subsidiaries are leading sponsors of real estate investment programs that provide individuals and institutions the opportunity to invest in a broad range of real estate investment vehicles, including tax-deferred 1031 tenant-in-common (TIC) exchanges; public non-traded real estate investment trusts (REITs) and real estate investment funds. As of September 30, 2008, more than $3.8 billion in investor equity has been raised for these investment programs. The company and its subsidiaries currently manage a growing portfolio of more than 225 million square feet of real estate. In 2007, Grubb & Ellis was selected from among 15,000 vendors as Microsoft Corporation’s Vendor of the Year. For more information regarding Grubb & Ellis Company, please visit www.grubb-ellis.com.
Grubb & Ellis Company
1551 N. Tustin Avenue,   Suite 300  Santa Ana, California 92705     714.667.8252
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2 — 2 — 2
12/10/08
Grubb & Ellis Announces Final Voting Results for 2008 Annual Meeting of Stockholders
Forward-Looking Statements
Certain statements included in this press release may constitute forward-looking statements regarding, among other things, future revenue growth, market trends, new business opportunities and investment programs, synergies resulting from the merger of Grubb & Ellis Company and NNN Realty Advisors, certain combined financial information regarding Grubb & Ellis Company and NNN Realty Advisors, new hires, results of operations, changes in expense levels and profitability and effects on the Company of changes in the real estate markets. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by these statements. Such factors which could adversely affect the Company’s ability to obtain these results include, among other things: (i) the slowdown in the volume and the decline in transaction values of sales and leasing transactions; (ii) the general economic downturn and recessionary pressures on businesses in general; (iii) a prolonged and pronounced recession in real estate markets and values; (iv) the unavailability of credit to finance real estate transactions in general and the Company’s tenant-in-common programs, in particular; (v) the reduction in borrowing capacity under the Company’s current credit facility, and the additional limitations with respect thereto; (vi) the Company’s continuing ability to make interest and principal payments with respect to its credit facility; (vii) an increase in expenses related to new initiatives, investments in people, technology and service improvements; (viii) the success of current and new investment programs; (ix) the success of new initiatives and investments; (x) the inability to attain expected levels of revenue, performance, brand equity and expense synergies resulting from the merger of Grubb & Ellis Company and NNN Realty Advisors in general, and in the current macroeconomic and credit environment, in particular and (xi) other factors described in the Company’s annual report on Form 10-K for the fiscal year ending December 31, 2007 and in the Company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 filed with the Securities and Exchange Commission (the “SEC”). The Company does not undertake any obligation to update forward-looking statements.
Grubb & Ellis Company
1551 N. Tustin Avenue,   Suite 300  Santa Ana, California 92705     714.667.8252
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