SC 13D/A 1 kojaiansc13da14_062308.htm SCHEDULE 13D/AMENDMENT #14 Kojaian SC 13D/A#14 - 06/23/08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)

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)

 

June 16, 2008


(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

(Continued on the following pages)
(Page 1 of 12 Pages)




CUSIP NO. 40009 52 0

13D

Page 2 of 12 Pages




1

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

Kojaian Holdings LLC



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

 

 

 

3,366,326

 


 


8

SHARED VOTING POWER

 

 

 

0

 


 


9

SOLE DISPOSITIVE POWER

 

 

 

3,366,326

 


 


10

SHARED DISPOSITIVE POWER

 

 

 

0



11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          3,366,326



12

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


o



13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          5.1%



14

TYPE OF REPORTING PERSON

          OO




2


CUSIP NO. 40009 52 0

13D

Page 3 of 12 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)

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

 

 

 

9,500,000

 


 


8

SHARED VOTING POWER

 

 

 

0

 


 


9

SOLE DISPOSITIVE POWER

 

 

 

9,500,000

 


 


10

SHARED DISPOSITIVE POWER

 

 

 

0



11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          9,500,000



12

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


o



13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          14.5%



14

TYPE OF REPORTING PERSON

          OO




3


CUSIP NO. 40009 52 0

13D

Page 4 of 12 Pages




1

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

Kojaian Management Corporation



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

 

 

 

3,366,326

 


 


8

SHARED VOTING POWER

 

 

 

0

 


 


9

SOLE DISPOSITIVE POWER

 

 

 

3,366,326

 


 


10

SHARED DISPOSITIVE POWER

 

 

 

0



11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          3,366,326



12

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


o



13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          5.1%



14

TYPE OF REPORTING PERSON

          HC




4


CUSIP NO. 40009 52 0

13D

Page 5 of 12 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

 

 

 

9,500,000

 


 


8

SHARED VOTING POWER

 

 

 

0

 


 


9

SOLE DISPOSITIVE POWER

 

 

 

9,500,000

 


 


10

SHARED DISPOSITIVE POWER

 

 

 

0



11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          9,500,000



12

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


o



13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          14.5%



14

TYPE OF REPORTING PERSON

          CO




5


CUSIP NO. 40009 52 0

13D

Page 6 of 12 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)

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

United States of America




NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

 

 

0

 


 


8

SHARED VOTING POWER

 

 

 

3,366,326

 


 


9

SOLE DISPOSITIVE POWER

 

 

 

0

 


 


10

SHARED DISPOSITIVE POWER

 

 

 

3,366,326



11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          3,366,326



12

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


o



13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          5.1%



14

TYPE OF REPORTING PERSON

          IN




6


CUSIP NO. 40009 52 0

13D

Page 7 of 12 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)

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

United States of America




NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

 

 

9,508,996

 


 


8

SHARED VOTING POWER

 

 

 

3,366,326

 


 


9

SOLE DISPOSITIVE POWER

 

 

 

9,508,996

 


 


10

SHARED DISPOSITIVE POWER

 

 

 

3,366,326



11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          12,875,322



12

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


o



13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          19.7%



14

TYPE OF REPORTING PERSON

          IN




7


          This Amendment No. 14 (this "filing") amends in certain respects Amendment No. 1 to Schedule 13D filed by Mike Kojaian and C. Michael Kojaian dated 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") dated April 19, 2002 ("Amendment No. 2"); Amendment No. 3 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, KV and KVMM dated May 16, 2002 ("Amendment No. 3"); Amendment No. 4 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, KV and KVMM dated September 27, 2002 ("Amendment No. 4"); Amendment No. 5 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, Kojaian Holdings LLC, a Michigan limited liability company ("KH"), KV, KVMM dated May 9, 2003 ("Amendment No. 5"); Amendment No. 6 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, KH, KV, and KVMM dated January 6, 2005 ("Amendment No. 6"); Amendment No. 7 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, Kojaian Management Corporation ("KMC"), KH, KV, and KVMM dated April 28, 2006 ("Amendment No. 7"); Amendment No. 8 to Schedule 13D filed by C. Michael Kojaian, KMC, KH, KV, and KVMM dated July 6, 2006 ("Amendment No. 8"); Amendment No. 9 to Schedule 13D filed by C. Michael Kojaian, KMC, KH, KV, and KVMM dated May 22, 2007 ("Amendment No. 9"); Amendment No. 10 to Schedule 13D filed by Mike Kojaian and C. Michael Kojaian, KMC, KH, KV, and KVMM dated September 7, 2007 ("Amendment No. 10"); Amendment No. 11 to Schedule 13D filed by Mike Kojaian and C. Michael Kojaian, KMC, KH, KV, and KVMM dated September 14, 2007 ("Amendment No. 11"); Amendment No. 12 to Schedule 13D filed by C. Michael Kojaian, KMC, KH, KV, and KVMM dated December 10, 2007 ("Amendment No. 12") and Amendment No. 13 to Schedule 13D filed by C. Michael Kojaian, KMC, KH, KV, and KVMM dated March 5, 2008 ("Amendment No. 13") (collectively the "Previous Filings"). All items not reported in this Amendment No. 14 are herein incorporated by reference from the Previous Filings. To the extent any item is superseded by any later filing, the later filing is operative and controlling.

Item 1.

Security and Issuer

          The title of the class of equity securities to which this statement relates is the common stock, par value $0.01 per share (the "Common Stock") of Grubb & Ellis Company, a Delaware corporation (the "Company"). The address of the Company's principal executive offices is 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705.

Item 2.

Identity and Background

          This Amendment No. 14 is being filed by Mike Kojaian, C. Michael Kojaian, KMC, KVMM, KV, and KH (collectively, the "Reporting Persons"). Item 2 of the Previous Filings is here incorporated by reference.

          During the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in the Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


8


Item 3.

Source and Amount of Funds or Other Consideration

          Item 3 of the Previous Filings is here incorporated by reference.

          KH used $1,611,824 of available funds and investments to purchase the Common Stock described in the table contained in Item 5(c) of this filing. KV used $234,668.25 of available funds and investments to purchase the Common Stock described in the table contained in Item 5(c) of this filing.

Item 4.

Purpose of Transaction

          KH and KV acquired the Common Stock described in Item 5(c) of this filing for investment purposes. The Reporting Persons may from time to time in the future acquire or dispose of additional securities of the Company in open market or privately negotiated transactions, depending on market conditions and other considerations that the Reporting Persons deem relevant. As of the date of this filing, the Reporting Persons have no specific plans or proposals to acquire or dispose of securities of the Company.

          The Reporting Persons reserve the right to take any and all actions with respect to their respective investments in the Company as they from time to time may determine in the future in their sole discretion.

Item 5.

Interests in Securities of the Issuer

          (a-b)          The total number of shares of Common Stock deemed to be beneficially owned by all of the Reporting Persons is 12,875,322, which represents approximately 19.7% of the outstanding shares of Common Stock. The direct beneficial owners of such shares are represented in the following table (each Reporting Person has sole voting and dispositive power over the listed shares):

 


Beneficial Owner

 


Shares  

 

Percentage of All
Outstanding Common Stock

 

Kojaian Holdings LLC (KH)

 

3,366,326

 

5.1%

 

Kojaian Ventures, L.L.C. (KV)

 

9,500,000

 

14.5%

 

C. Michael Kojaian

 

8,996

 

0.0%

 

 

 

 

 

 

 

TOTAL

 

12,875,322

 

19.7%

          As the sole member of KH, KMC is the deemed beneficial owner of, and has sole voting and dispositive power over, the 3,366,326 shares of Common Stock directly owned by KH. These shares of Common Stock represent approximately 5.1% of the outstanding shares of Common Stock.

          As the manager member of KV, KVMM is the deemed beneficial owner of, and has sole voting and dispositive power over, the 9,500,000 shares of Common Stock directly owned by KV. These shares represent approximately 14.5% of the outstanding shares of Common Stock.


9


          As a 50% shareholder of KMC, Mike Kojaian is the deemed beneficial owner of, and has shared voting and dispositive over, the 3,366,326 shares of Common Stock directly owned by KH. These shares of Common Stock represent approximately 5.1% of the outstanding shares of Common Stock.

          As (i) a 50% shareholder of KMC, (ii) the sole shareholder of KVMM and (iii) a member (along with KVMM) of KV, C. Michael Kojaian is deemed to be the beneficial owner of the 12,866,326 shares of Common Stock directly owned by KH and KV. These shares of Common Stock, combined with the 8,996 C. Michael Kojaian holds directly for a total of 12,875,322 shares of Common Stock, represent approximately 19.7% of the outstanding shares of Common Stock. Of such 12,875,322 shares of Common Stock, C. Michael Kojaian has sole voting and dispositive power over the 9,500,000 shares of Common Stock directly owned by KV and the 8,996 shares of Common Stock he directly owns and shared voting and dispositive power over the 3,366,326 shares of Common Stock directly owned by KH.

          (c)          During the past 60 days, the Reporting Persons have purchased following shares of Common Stock in the open market:

 


Trade Date


 


Buyer


 

Shares
Purchased


 


Share Price


 

 

 

 

 

 

 

 

 

 

 

5/12/2008

 

KH

 

103,400

 

$5.35

 

 

5/16/2008

 

KH

 

200

 

$5.16

 

 

5/16/2008

 

KH

 

400

 

$5.17

 

 

5/16/2008

 

KH

 

600

 

$5.18

 

 

5/16/2008

 

KH

 

1,300

 

$5.19

 

 

5/16/2008

 

KH

 

2,800

 

$5.20

 

 

5/16/2008

 

KH

 

700

 

$5.21

 

 

5/16/2008

 

KH

 

2,500

 

$5.22

 

 

5/16/2008

 

KH

 

29,200

 

$5.23

 

 

5/16/2008

 

KH

 

10,400

 

$5.24

 

 

5/16/2008

 

KH

 

51,900

 

$5.25

 

 

5/20/2008

 

KH

 

600

 

$5.14

 

 

5/20/2008

 

KH

 

200

 

$5.15

 

 

5/20/2008

 

KH

 

300

 

$5.19

 

 

5/20/2008

 

KH

 

1,900

 

$5.20

 

 

5/20/2008

 

KH

 

500

 

$5.22

 

 

5/20/2008

 

KH

 

1,400

 

$5.24

 

 

5/20/2008

 

KH

 

32,800

 

$5.25

 

 

5/21/2008

 

KH

 

200

 

$5.20

 

 

5/21/2008

 

KH

 

100

 

$5.21

 

 

5/21/2008

 

KH

 

2,000

 

$5.22

 

 

5/21/2008

 

KH

 

13,400

 

$5.23

 

 

5/21/2008

 

KH

 

6,800

 

$5.24

 

 

5/21/2008

 

KH

 

27,500

 

$5.25

 

 

5/22/2008

 

KH

 

1,200

 

$5.06

 

 

5/22/2008

 

KH

 

300

 

$5.07

 



10


 


Trade Date


 


Buyer


 

Shares
Purchased


 


Share Price


 

 

 

 

 

 

 

 

 

 

 

5/22/2008

 

KH

 

400

 

$5.08

 

 

5/22/2008

 

KH

 

4,200

 

$5.09

 

 

5/22/2008

 

KH

 

5,900

 

$5.10

 

 

5/22/2008

 

KH

 

400

 

$5.12

 

 

5/22/2008

 

KH

 

1,700

 

$5.13

 

 

5/22/2008

 

KH

 

400

 

$5.14

 

 

5/22/2008

 

KH

 

200

 

$5.15

 

 

6/13/2008

 

KV

 

4,217

 

$5.25

 

 

6/13/2008

 

KV

 

3,600

 

$5.26

 

 

6/13/2008

 

KV

 

700

 

$5.27

 

 

6/13/2008

 

KV

 

12,700

 

$5.28

 

 

6/13/2008

 

KV

 

11,800

 

$5.29

 

 

6/13/2008

 

KV

 

10,800

 

$5.30

 

 

6/13/2008


 

KV


 

600


 

$5.31


 

 

 

 

 

 

350,217

 

 

 

          (d)          Not applicable.

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.

Item 7.

Material to Be Filed as Exhibits


Exhibit 1

Joint Filing Agreement dated June 19, 2008.









11


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: June 19, 2008

 

/s/ Mike Kojaian


 

 

Mike Kojaian

 

 

 

 

 

 

Dated: June 19, 2008

 

/s/ C. Michael Kojaian


 

 

C. Michael Kojaian

 

 

 

 

 

 

Dated: June 19, 2008

 

KOJAIAN HOLDINGS LLC

 

 

 

 

 

By:  Kojaian Management Corporation, its Sole Member

 

 

 

 

 

By

/s/ C. Michael Kojaian


 

 

 

C. Michael Kojaian, its Executive Vice President

 

 

 

 

 

 

Dated: June 19, 2008

 

KOJAIAN MANAGEMENT CORPORATION

 

 

 

 

 

By

/s/ C. Michael Kojaian


 

 

 

C. Michael Kojaian, its Executive Vice President

 

 

 

 

 

 

Dated: June 19, 2008

 

KOJAIAN VENTURES, L.L.C.

 

 

 

 

 

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

 

 

 

 

 

By

/s/ C. Michael Kojaian


 

 

 

C. Michael Kojaian, President

 

 

 

 

 

 

Dated: June 19, 2008

 

KOJAIAN VENTURES-MM, INC.

 

 

 

 

 

By

/s/ C. Michael Kojaian


 

 

 

C. Michael Kojaian, President


12