-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RuO+R9C9NRiUWrXYbjfNtKaJQ9KvBrvYUNip8LcRcqDLuLhkbWmdKhuOpUJgA9uR Vv3hAXr+8zZCo2GuMGWk1w== 0000950137-96-002174.txt : 19961111 0000950137-96-002174.hdr.sgml : 19961111 ACCESSION NUMBER: 0000950137-96-002174 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961108 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRUBB & ELLIS CO CENTRAL INDEX KEY: 0000216039 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 941424307 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32339 FILM NUMBER: 96657252 BUSINESS ADDRESS: STREET 1: ONE MONTGOMERY ST STE 3100 STREET 2: TELESIS TWR 9TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4159561990 MAIL ADDRESS: STREET 1: ONE MONTGOMERY ST STE 3100 STREET 2: TELESIS TWR 9TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRUDENTIAL INSURANCE CO OF AMERICA CENTRAL INDEX KEY: 0000729057 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 221211670 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PRUDENTIAL PLZ STREET 2: 751 BROAD STREET CITY: NEWARK STATE: NJ ZIP: 07102-3777 SC 13D/A 1 AMENDMENT NO. 4 TO SC 13D 1 UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4 )* ------- Grubb & Ellis Company - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 400095204 - -------------------------------------------------------------------------------- (CUSIP Number) Gary Trabka, The Prudential Insurance Company of America Four Gateway Center, Newark, NJ 07102 (201) 802-7500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 22, 1996 - -------------------------------------------------------------------------------- (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(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 ("Act") 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). 2 SCHEDULE 13D CUSIP No. 400095204 Page 2 of Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSON S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON THE PRUDENTIAL INSURANCE COMPANY OF AMERICA IRS Identification No. 22-1211670 ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. SOURCE OF FUNDS* OO ________________________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / ________________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey ________________________________________________________________________________ 7. SOLE VOTING POWER NUMBER OF 749,996 SHARES BENEFICIALLY _________________________________________________________ OWNED BY 8. SHARED VOTING POWER EACH PERSON -0- WITH _________________________________________________________ 9. SOLE DISPOSITIVE POWER 749,996 _________________________________________________________ 10. SHARED DISPOSITIVE POWER -0- ________________________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 749,996 ________________________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 8.1% ________________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) ________________________________________________________________________________ 14. TYPE OF REPORTING PERSON* IC ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! -2- 3 This Amendment No. 4 (the "Amendment") to Schedule 13D is being filed on behalf of the undersigned to amend the Schedule 13D dated November 11, 1992 (as such Schedule has been amended and/or restated from time to time, the "Schedule 13D"), relating to the common stock, par value, $.01 per share (the "Common Stock"), of Grubb & Ellis Company, a Delaware corporation (the "Company"). Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Items 4 and 6 to the Schedule 13D are hereby amended, by inserting the following: On October 22, 1996 Prudential sold to Warburg, Pincus Investors, L.P. ("Warburg"), pursuant to a Sale and Assignment Agreement, dated as of October 21, 1996 (the "Sale Agreement"), the following securities of the Company which were owned by Prudential (the "Sold Securities"): (i) the $5,000,000 Principal Amount Amended and Restated 9.90% Revolving Credit Note due November 1, 1999; (ii) the $6,500,000 Amended and Restated 9.90% Senior Note due November 1, 1998; (iii) the $3,500,000 Amended and Restated 9.90% Senior Note due November 1, 1998; (iv) the $10,900,834.33 Principal Amount Amended and Restated 11.65% Subordinated Payment-in-Kind Note due November 1, 2001; (v) the $723,517.03 Principal Amount 11.65% Subordinated Payment-in-Kind Note due November 1, 2001, (vi) the $1,520,058.79 Principal Amount 11.65% Subordinate Payment-in-Kind Note due November 1, 2001; (vii) 130,323 shares of Junior Convertible Preferred Stock and (viii) the Current Warrants, currently exercisable to purchase 350,000 shares of Common Stock. Prudential received aggregate cash consideration from Warburg for the Sold Securities of $23,318,034.72. The Sales Agreement is Exhibit 1 to this Amendment, and its terms are incorporated herein by reference in their entirety, and the descriptions contained herein are qualified thereby. Pursuant to the terms of the Sale Agreement, Prudential agreed that, in the event that Warburg exercises its right to convert all of its holdings of the Company's preferred stock to shares of Common Stock, Prudential (or any subsequent holder of Junior Convertible Preferred Stock held by Prudential immediately following consummation of the transactions contemplated by the Sales Agreement) will, upon notice that Warburg has effected such conversion, exercise its right to convert the shares of Junior -3- 4 Convertible Preferred Stock held by it into shares of Common Stock in accordance with the terms of the Company's Certificate of Incorporation. Furthermore, in connection with the transactions pursuant to the Sales Agreement, Prudential, Warburg, the Company and Joe F. Hanauer, entered into an agreement (the "Termination Agreement") terminating and releasing all of Prudential's rights and obligations under the Stockholders Agreement. The Termination Agreement is Exhibit 2 to this Amendment, and its terms are incorporated herein by reference in their entirety, and the descriptions contained herein are qualified thereby. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 to the Schedule 13D is hereby amended, in pertinent part, as follows: (a) As of the date hereof, Prudential directly beneficially owns 749,996 shares of Common Stock through its direct ownership of (i) 397,549 shares of Common Stock issued upon exercise of the Old Warrant and (ii) 19,767 shares of Junior Convertible Preferred Stock which are convertible into an aggregate of 352,447 shares of Common Stock. Such shares of Junior Convertible Preferred Stock when combined with the shares of Common Stock currently held by Prudential represents approximately 8.1% of the Common Stock calculated in accordance with Rule 13d-3(d)(1)(i) as described below. As of the date hereof and based upon the knowledge of Prudential and without independent verification, none of the other Enumerated Persons beneficially owns any shares of the Common Stock. The percentages used in this paragraph 5(a) are calculated based upon the 8,916,415 shares of Common Stock issued and outstanding at August 15, 1996. Such information is based upon the number of shares of Common Stock reported as outstanding at such date in Amendment No. 1 to the Company's Form 10-K, dated October 8, 1996. (b) As of the date hereof, Prudential has full power to vote all shares of Common Stock and Junior Convertible Preferred Stock (which votes on an as-converted basis) held by it. Prudential has full power to dispose of any shares of the Common Stock and Junior Convertible Preferred Stock held by it, subject to its agreement to convert all such shares into Common in the event that Warburg exercises its right to convert all of its holdings of the Company's preferred stock to shares of Common Stock. As of the date hereof, none of the Enumerated Persons (other than Prudential) has the power to vote or dispose of any shares of Common Stock or Junior Convertible Preferred Stock. -4- 5 (c) Except for the transactions pursuant to the Sale Agreement which are described in this Amendment, none of the Enumerated Parties has effected any transactions in the Common Stock during the preceding 60 days. (d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of securities is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of such securities. (e) Not applicable. ITEM 7. MATERIAL FILED AS EXHIBITS. 1. Sale and Assignment Agreement between Warburg, Pincus, L.P. and The Prudential Insurance Company of America dated October 21, 1996 (incorporated by reference from Exhibit 99.1 to the Company's Current Report on Form 8-K dated November 5, 1996). 2. Third Amendment to Stockholders' Agreement by and among Grubb & Ellis Company, Warburg, Pincus Investors, L.P., Joe F. Hanauer, and The Prudential Insurance Company of America, dated as of October 22, 19996 (incorporated by reference from Exhibit 99.3 to the Company's Current Report on Form 8-K dated November 5, 1996). -5- 6 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. November 6, 1996 -------------------------------- (Date) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA /s/ Paul L. Meiring -------------------------------- (Signature) Paul L. Meiring Vice President -------------------------------- (Name and Title) -6- 7 EXHIBIT INDEX Exhibit Number Description 1 Sale and Assignment Agreement between Warburg, Pincus, L.P. and The Prudential Insurance Company of America dated October 21, 1996 (incorporated by reference from Exhibit 99.1 to the Company's Current Report on Form 8-K dated November 5, 1996) 2 Third Amendment to Stockholders' Agreement by and among Grubb & Ellis Company, Warburg, Pincus Investors, L.P., Joe F. Hanauer, and The Prudential Insurance Company of America, dated as of October 22, 19996 (incorporated by reference from Exhibit 99.3 to the Company's Current Report on Form 8-K dated November 5, 1996) -7- -----END PRIVACY-ENHANCED MESSAGE-----