10-K/A 1 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from __________ to __________ Commission file number 1-8122 . -------------- GRUBB & ELLIS COMPANY ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 94-1424307 . ------------------------- ------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) One Montgomery Street, - Telesis Tower, San Francisco, CA 94104 ------------------------ (Address of principal executive offices) (Zip Code) (415)956-1990 -------------------------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- Common Stock New York Stock Exchange Pacific Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in its definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [] The aggregate market value of voting common stock held by nonaffiliates of the registrant as of February 15, 1995 was approximately $8,618,643. The number of shares outstanding of the registrant's common stock as of February 15, 1995 was 8,797,377 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive proxy statement to be filed pursuant to Regulation 14A no later than 120 days after the end of the fiscal year (December 31, 1994) are incorporated by reference into part III. 1 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 30th day of March, 1995. GRUBB & ELLIS COMPANY (REGISTRANT) * by ________________________________ Joe F. Hanauer Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ ROBERT J. HANLON, JR. March 30, 1995 _______________________________________ Robert J. Hanlon, Jr. Chief Financial Officer and Senior Vice President /s/ JAMES E. KLESCEWSKI March 30, 1995 _______________________________________ James E. Klescewski Vice President and Corporate Controller March 30, 1995 * ______________________________________ Joe F. Hanauer, Chairman of the Board and Director * March 30, 1995 ______________________________________ R. David Anacker, Director * March 30, 1995 ______________________________________ Reuben S. Leibowitz, Director * March 30, 1995 ______________________________________ John D. Santoleri, Director 52 * March 30, 1995 ______________________________________ Lawrence S. Bacow, Director * March 30, 1995 ______________________________________ Robert J. McLaughlin, Director *Pursuant to Powers of Attorney /s/ ROBERT J. WALNER __________________________________ By: Robert J. Walner, Attorney-in-Fact 53 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 31st of March, 1995. Grubb & Ellis Company (Registrant) By /s/ James E. Klescenski ----------------------------------- James E. Klescenski Vice President and Corporate Controller