8-K 1 c09506e8vk.htm CURRENT REPORT e8vk
 

 
 
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) October 24, 2006
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.)
500 West Monroe Street, Suite 2800, Chicago, Illinois 60661
 

(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (312) 698-6700
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))
 
 

 


 

Item 1.01 Entry into a Material Definitive Agreement.
     On October 24, 2006, Grubb & Ellis Company (the “Company”), through GERA Property Acquisition LLC, a newly-formed, wholly-owned subsidiary, entered into an agreement with Abrams Office Center Ltd, to purchase Abrams Centre, an office building located in Dallas, Texas, for a purchase price of $20,350,000.
     The Company, at its discretion and without penalty, at any time during the initial 45-day period of the agreement, may elect to terminate the agreement for any reason and not proceed with the purchase. Should the Company choose to move forward with the purchase, its closing would be expected to occur within 75 days after the date of the agreement and would be subject to customary closing conditions. The Company’s current intention is to acquire the property and hold it for future sale to Grubb & Ellis Realty Advisors, Inc. (“Realty Advisors”). The Company and Realty Advisors, however, do not have any current arrangement or agreement with respect to the property and Realty Advisors does not, and prior to the Company’s purchase of the property will not, have any obligation to purchase the property from the Company. Any subsequent acquisition by Realty Advisors of the property would be subject to the prior approval of both Realty Advisors’ Board of Directors and its stockholders.
     The foregoing is only intended to be a summary of the terms of the Purchase and Sale Agreement, and is not intended to be a complete discussion of such document. Accordingly, the following is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement, which is annexed as an Exhibit to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) The following are filed as Exhibits to this Current Report on Form 8-K:
     99.1   Purchase and Sale Agreement, dated as of October 24, 2006, by and between Abrams Office Center, Ltd. & GERA Property
              Acquisition LLC.
     99.2  Press Release issued by Grubb & Ellis Company on October 30, 2006

 


 

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/ Robert Z. Slaughter    
    Robert Z. Slaughter   
    Executive Vice President and General
Counsel 
 
 
Dated: October 30, 2006