8-K

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, 2007

GRUBB & ELLIS COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-8122 (Commission File Number)	94-1424307 (IRS Employer Identification No.)
1551 North Tustin Avenue, Suite 300 Santa Ana, California (Address of Principal Executive Offices)	92705 (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 (see General Instruction A.2. below):

     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 4.01. Changes in Registrant’s Certifying Accountant
	Item 8.01. Other Matters
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 16.1
EXHIBIT 99.1

     Item 4.01. Changes in Registrant’s Certifying Accountant

     As previously disclosed by Grubb & Ellis Company, a Delaware corporation (“GBE” or the "Company”), in its Current Report on Form 8-K filed December 13, 2007, the Company effected its merger with NNN Realty Advisors, Inc., a Delaware corporation (“NNN”), on December 7, 2007 pursuant to which NNN became a wholly owned subsidiary of the Company (the “Merger”). The closing of the Merger constituted a change of control of the Company, as the former stockholders of NNN in the aggregate own approximately 60% of the issued and outstanding common stock of the Company immediately subsequent to the Merger. In addition, the composition of the Company’s board of directors and executive management also changed upon the consummation of the Merger. The Merger will be accounted for using the purchase method of accounting under generally accepted accounting principles, and under the purchase method of accounting, NNN is considered the acquirer of GBE.

     (a) On December 10, 2007, the audit committee of the Company chose to dismiss Deloitte & Touche LLP (“D&T”), the independent registered public accounting firm that was previously engaged to audit the financial statements of NNN. In the past two years, no report on the financial statements of NNN issued by D&T contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. In addition, during NNN’s two most recent fiscal years and any subsequent interim period preceding the dismissal of D&T, there were no disagreements with D&T on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of D&T, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

     Except as described below, there were no reportable events under Item 304(a)(1)(v) of Regulation S-K that occurred during the fiscal years ended December 31, 2005 and December 31, 2006 and through December 10, 2007. The audit committee of the board of directors of the Company has discussed the material weakness described below with D&T, and the Company has authorized D&T to respond fully to the inquiries of a successor auditor concerning the subject matter below.

     In connection with D&T’s audit of the annual financial statements of NNN for the year ended December 31, 2006, D&T advised NNN that it believed the following matter constituted a material weakness:

     Material weakness related to stock based compensation — NNN did not timely record a stock compensation charge related to an equity award granted to an employee by principal shareholders in exchange for services to be provided to NNN. There is more than a remote likelihood that a material misstatement could have occurred due to the existence of this material weakness in internal control. The misstatement resulted from a deficiency in the operation of internal control over financial reporting.

     The Company provided D&T with a copy of this Current Report on Form 8-K and requested that D&T furnish a letter addressed to the United States Securities and Exchange Commission stating whether it agreed with the above statements made by the Company. A copy of such letter, dated December 14, 2007, is filed as Exhibit 16.1 to this Form 8-K, and incorporated herein by reference.

     (b) On December 10, 2007, the audit committee of the Company appointed Ernst & Young LLP (“E&Y”), who was previously engaged by GBE as its independent registered public accounting firm, to audit financial statements of the Company going forward. During the years ended December 31, 2005 and 2006, and during the transition period from January 1, 2007 through December 10, 2007, the Company did not consult with E&Y in regards to NNN with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; or (iii) any matter that was either

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the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K.

     Item 8.01. Other Matters

     On December 12, 2007, the Company issued a press release announcing that a fourth quarter dividend of $0.1025 per share was declared with respect to Company stockholders of record on December 28, 2007, payable on or about January 14, 2008. The dividend will be pro rated for the period December 8, 2007 through December 31, 2007. A copy of the press release is annexed hereto as Exhibit 99.1 and incorporated herein by reference.

     Item 9.01. Financial Statements and Exhibits

     (d) The following are filed as Exhibits to this Current Report on Form 8-K:

16.1	Letter from Deloitte & Touche LLP to the Securities and Exchange Commission, dated December 14, 2007.
99.1	Press Release (“Grubb & Ellis Company Announces Fourth Quarter Dividend”), dated December 13, 2007, of Grubb & Ellis Company.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GRUBB & ELLIS COMPANY
Date: December 14, 2007	By:	/s/ Richard W. Pehlke
		Name:	Richard W. Pehlke
		Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number	Description
16.1	Letter from Deloitte & Touche LLP to the Securities and Exchange Commission, dated December 14, 2007.
99.1	Press Release (“Grubb & Ellis Company Announces Fourth Quarter Dividend”), dated December 13, 2007, of Grubb & Ellis Company.

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EX-16.1

Exhibit 16.1

December 14, 2007

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561

Dear Sirs/Madams:

We have read Item 4.01 of Grubb & Ellis Company’s Form 8-K dated December 14, 2007, and have the following comments:

1. We agree wtih the statements made in part (a) of item 4.01.

2. We have no basis on which to agree or disagree with the statements made in part (b) of Item 4.01 and Item 8.01.

Yours Truly,

/s/ Deloitte & Touche LLP
Los Angeles, California

EX-99.1

Exhibit 99.1

Media Release

FOR IMMEDIATE RELEASE	Contacts:	Janice McDill, 312.698.6707
		janice.mcdill@grubb-ellis.com
		Jill Swartz, 714.667.8252, ext. 251
		jill.swartz@grubb-ellis.com

Grubb & Ellis Company Announces Fourth Quarter Dividend

SANTA ANA, Calif., (Dec. 13, 2007) — Grubb & Ellis Company (NYSE: GBE), a leading real estate services and investment management firm, announced that its board of directors has declared a fourth quarter dividend of $0.1025 per common share to stockholders of record as of December 28, 2007. The dividend will be pro rated for the period December 8, 2007 through December 31, 2007. The dividend will be payable to all stockholders on or about January 14, 2008.

About Grubb & Ellis
Grubb & Ellis Company (NYSE: GBE) is one of the largest and most respected commercial real estate services and investment management 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. In 2007, Grubb & Ellis was selected from among 15,000 vendors as Microsoft Corporation’s Vendor of the Year.

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. The Company is the sponsor of Grubb & Ellis Apartment REIT, Inc. and Grubb & Ellis Healthcare/Office REIT, Inc. As of September 30, 2007, nearly $3 billion in investor equity has been raised for these investment programs. The Company and its subsidiaries currently manage a growing portfolio of more than 214 million square feet of real estate. For more information regarding Grubb & Ellis Company, please visit www.grubb-ellis.com.

FORWARD-LOOKING LANGUAGE
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement in this press release about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward looking statements. Any forward-looking statements are based upon the current beliefs and expectations of Grubb & Ellis’ management and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, achievements of transactions of Grubb & Ellis and its affiliates or industry results or the benefits of the merger to be materially different from any future results, performance, achievements or transactions expressed or implied by such forward-looking statements.

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Grubb & Ellis Company
1551 N. Tustin Avenue Suite 300 Santa Ana, CA 92705 714.667.8252

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12/13/07
Grubb & Ellis Company Announces Fourth Quarter Dividend

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: changes in Grubb & Ellis’ results of operations; uncertainties relating to the implementation of Grubb & Ellis’ various businesses; changes in general and local economic and real estate conditions; the failure to realize synergies and cost-savings from the recent merger between Grubb & Ellis Company and NNN Realty Advisors, Inc.; the inability to combine the businesses of NNN Realty Advisors and Grubb & Ellis successfully, or that such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; and, increased operating costs and business disruption following the merger, including adverse effects on employee retention and on business relationships with third parties.

Additional information or factors which could impact the companies and the forward-looking statements contained herein are included in the Company’s Annual Report of Form 10K for the fiscal year ended June 30, 2007, the Company’s Quarterly Report on Form 10Q for the fiscal quarter ended September 30, 2007, and the Company’s other filings with the Securities and Exchange Commission, including the Company’s Registration Statement on Form S-4, file number 333-144306, and the Joint Proxy Statement/Prospectus that is included therein and that forms a part thereof. Any forward looking statements speak only as of the date on which they are made and the Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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