SC 13D/A 1 kojaian13da6_010605.htm SCHEDULE 13D/AMENDMENT #6 C. Michael Kojaian/Grubb & Ellis Company Schedule 13D/A#6 - 01/05/05

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 6)1

Grubb & Ellis Company


(Name of Issuer)

 

Common Stock, $0.01 par value


(Title of Class of Securities)

 

40009 52 0


(CUSIP Number)

 

C. Michael Kojaian
c/o Kojaian Ventures, L.L.C.
39400 Woodward Avenue, Suite 250
Bloomfield Hills, Michigan 48304
Telephone (248) 644-7600


(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

January 4, 2005


(Date of Event Which Requires Filing of this Statement)

          If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

          Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on the following pages)
(Page 1 of 8 Pages)

____________________
1          The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

          The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP NO. 40009 52 0

13D

Page 2 of 8 Pages




1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Mike Kojaian



2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) x

 

 

(b) o



3

SEC USE ONLY



4

SOURCE OF FUNDS (See Instructions)

PF



5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o



6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America




NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

 

 

850,844

 


 


8

SHARED VOTING POWER

 

 

 

723,840

 


 


9

SOLE DISPOSITIVE POWER

 

 

 

850,844

 


 


10

SHARED DISPOSITIVE POWER

 

 

 

723,840



11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          1,574,684



12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES


o



13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          10.4%*



14

TYPE OF REPORTING PERSON

          IN



* Based on 15,174,226 shares as determined by the Company to have been outstanding as of February 1, 2003.



2


CUSIP NO. 40009 52 0

13D

Page 3 of 8 Pages




1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

C. Michael Kojaian



2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) x

 

 

(b) o



3

SEC USE ONLY



4

SOURCE OF FUNDS (See Instructions)

PF



5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o



6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America




NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

 

 

850,842

 


 


8

SHARED VOTING POWER

 

 

 

2,061,198

 


 


9

SOLE DISPOSITIVE POWER

 

 

 

850,842

 


 


10

SHARED DISPOSITIVE POWER

 

 

 

2,061,198



11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,912,040



12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES


o



13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          19.2%*



14

TYPE OF REPORTING PERSON

          IN



* Based on 15,174,226 shares as determined by the Company to have been outstanding as of February 1, 2003.



3


CUSIP NO. 40009 52 0

13D

Page 4 of 8 Pages




1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Kojaian Holdings, L.L.C.



2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) x

 

 

(b) o



3

SEC USE ONLY



4

SOURCE OF FUNDS (See Instructions)

WC



5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o



6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan




NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

 

 

0

 


 


8

SHARED VOTING POWER

 

 

 

723,840

 


 


9

SOLE DISPOSITIVE POWER

 

 

 

0

 


 


10

SHARED DISPOSITIVE POWER

 

 

 

723,840



11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          723,840



12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES


o



13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          4.8%*



14

TYPE OF REPORTING PERSON

          OO



* Based on 15,174,226 shares as determined by the Company to have been outstanding as of February 1, 2003.



4


CUSIP NO. 40009 52 0

13D

Page 5 of 8 Pages




1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Kojaian Ventures, L.L.C.



2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) x

 

 

(b) o



3

SEC USE ONLY



4

SOURCE OF FUNDS (See Instructions)

Not applicable



5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o



6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan




NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

 

 

0

 


 


8

SHARED VOTING POWER

 

 

 

1,337,358

 


 


9

SOLE DISPOSITIVE POWER

 

 

 

0

 


 


10

SHARED DISPOSITIVE POWER

 

 

 

1,337,358



11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          1,337,358



12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES


o



13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          8.8%*



14

TYPE OF REPORTING PERSON

          OO



* Based on 15,174,226 shares as determined by the Company to have been outstanding as of February 1, 2003.



5


CUSIP NO. 40009 52 0

13D

Page 6 of 8 Pages




1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Kojaian Ventures-MM, Inc.



2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) x

 

 

(b) o



3

SEC USE ONLY



4

SOURCE OF FUNDS (See Instructions)

Not applicable



5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o



6

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan




NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

 

 

0

 


 


8

SHARED VOTING POWER

 

 

 

1,337,358

 


 


9

SOLE DISPOSITIVE POWER

 

 

 

0

 


 


10

SHARED DISPOSITIVE POWER

 

 

 

1,337,358



11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          1,337,358



12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES


o



13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          8.8%*



14

TYPE OF REPORTING PERSON

          CO



* Based on 15,174,226 shares as determined by the Company to have been outstanding as of February 1, 2003.



6


          This Amendment No. 6 to Schedule 13D is being filed on behalf of Mike Kojaian and Kojaian Holdings, L.L.C., a Michigan limited liability company ("KH"). This Amendment No. 6 amends in certain respects Amendment No. 1 to Schedule 13D filed by Mike Kojaian and C. Michael Kojaian on February 13, 2001 ("Amendment No. 1"), Amendment No. 2 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, Kojaian Ventures, L.L.C., a Michigan limited liability company ("KV"), and Kojaian Ventures-MM, Inc., a Michigan corporation and managing member of KV ("KVMM")on April 19, 2002 ("Amendment No. 2"), Amendment No. 3 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, KV and KVMM on May 16, 2002 ("Amendment No. 3"), and Amendment No. 4 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, KV and KVMM on September 27, 2002 ("Amendment No. 4") and Amendment No. 5 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, KH, KV, and KVMM on May 9, 2003 ("Amendment No. 5") (collectively the "Previous Filings"). All items not reported in this Amendment No. 6 are herein incorporated by reference from Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5. To the extent any item is superseded by any later filing, the later filing is operative and controlling.

Item 2.

Identity and Background

          This Amendment No. 6 is being filed by C. Michael Kojaian, KVMM and KH (collectively, the "Reporting Persons"). Item 2 of the Previous Filings is here incorporated by reference.

Item 4.

Purpose of Transaction.

          Item 4 of the Previous Filing is here incorporated by reference.

          On December 30, 2004, Grubb & Ellis Company and KV entered into a Preferred Stock Exchange Agreement (the "Agreement"). Pursuant to the Agreement, KV has agreed to exchange 11,275 shares of Series A Preferred Stock for an identical number of Series A-1 Preferred Stock, subject to the terms and conditions of the Agreement. The closing of the transaction and the exchange of the Series A Preferred Stock for the identical number of Series A-1 Preferred Stock occurred on January 4, 2005.

Item 6.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

          Item 6 of the Previous Filings is here incorporated by reference.

          On December 30, 2004, Grubb & Ellis Company and KV entered into a Preferred Stock Exchange Agreement (the "Agreement"). Pursuant to the Agreement, KV has agreed to exchange 11,275 shares of Series A Preferred Stock for an identical number of Series A-1 Preferred Stock, subject to the terms and conditions of the Agreement. The closing of the transaction and the exchange of the Series A Preferred Stock for the identical number of Series A-1 Preferred Stock occurred on January 4, 2005.



7


Item 7.

Material to Be Filed as Exhibits


Exhibit 1

Preferred Stock Exchange Agreement dated as of December 30, 2004 by and between Grubb & Ellis Company and Kojaian Ventures, L.L.C.

 

 

Exhibit 2

Certificate of Designations, Numbers, Voting Powers, Preferences and Rights of Series A-1 Preferred Stock of Grubb & Ellis Company

SIGNATURES

          After reasonable 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 4, 2005

 

/s/ C. Michael Kojaian


 

 

C. Michael Kojaian

 

 

 

 

 

 

Dated: January 4, 2005

 

KOJAIAN HOLDINGS, L.L.C.

 

 

 

 

 

By  Kojaian Management Corporation, its Sole Member

 

 

 

 

 

By

/s/ C. Michael Kojaian


 

 

 

C. Michael Kojaian, its Executive Vice President

 

 

 

 

 

 

Dated: January 4, 2005

 

KOJAIAN VENTURES, L.L.C.

 

 

 

 

 

By  Kojaian Ventures-MM, Inc., its Managing Member

 

 

 

 

 

By

/s/ C. Michael Kojaian


 

 

 

C. Michael Kojaian, President

 

 

 

Dated: January 4, 2005

 

KOJAIAN VENTURES-MM, INC.

 

 

 

 

 

By

/s/ C. Michael Kojaian


 

 

 

C. Michael Kojaian, President












8