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 7, 2005
GRUBB & ELLIS COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-8122 | | 94-1424307 |
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(State or other
jurisdiction of
formation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
2215 Sanders Road, Suite 400, Northbrook, Illinois 60062
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code(847) 753-7500
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)
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On December 7, 2005, Grubb & Ellis Company (the “Company”) repurchased 5,861,902 shares of the Company’s common stock, par value $.01 per share (the “Shares”), owned by Warburg Pincus Investors Liquidating Trust (the “Trust”) for a purchase price of $4.00 per share, or an aggregate purchase price of Twenty Three Million Four Hundred Forty Seven Thousand Six Hundred and Eight Dollars ($23,447,608). The Company repurchased the Shares, which represented all of the securities in the Company owned by the Trust, in a privately negotiated transaction.
The foregoing is only intended to be a summary of the terms of the Stock Purchase 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 Stock Purchase Agreement, a copy of which is annexed as an Exhibit to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) The following are filed as Exhibits to this Current Report on Form 8-K:
| | 99.1 | | Agreement of Purchase and Sale of Securities, dated as of December 7, 2005, between Grubb & Ellis Company and Warburg Pincus Investors Liquidating Trust, as successor to Warburg, Pincus Investors, L.P. |
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| | 99.2 | | Press Release issued by Grubb & Ellis Company on December 7, 2005. |
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.
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| | GRUBB & ELLIS COMPANY
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| | By: | /s/ Mark E. Rose | |
| | | Mark E. Rose | |
| | | Chief Executive Officer | |
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Dated: December 13, 2005
