EXHIBIT 4.1
SUBSCRIPTION CERTIFICATE
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Certificate No.: THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING ARE SET FORTH IN THE COMPANY'S
PROSPECTUS, DATED _____ __, 2002 (THE
"PROSPECTUS"), AND ARE INCORPORATED Certificate for
HEREIN BY REFERENCE. COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST
FROM COMPUTERSHARE TRUST COMPANY OF NEW
YORK, THE SUBSCRIPTION AGENT. Rights
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GRUBB & ELLIS COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SUBSCRIPTION CERTIFICATE
EVIDENCING NON-TRANSFERABLE SUBSCRIPTION RIGHTS TO PURCHASE
ONE SHARE OF COMMON STOCK, PAR VALUE $0.01 PER SHARE
SUBSCRIPTION PRICE: $ __. __ __ PER SHARE
VOID IF NOT EXERCISED BEFORE 5:00 P.M., NEW YORK CITY TIME ON _______ __, 2002.
REGISTERED OWNER:
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THIS CERTIFIES THAT the registered owner whose name is THE SUBSCRIPTION
inscribed herein is the owner of the number of RIGHTS EVIDENCED
Subscription Rights set forth above. EACH WHOLE RIGHT BY THIS SUBSCRIPTION
ENTITLES THE OWNER TO SUBSCRIBE FOR AND PURCHASE ONE CERTIFICATE ARE
WHOLE SHARE of Common Stock, par value $0.01 per share, NOT TRANSFERABLE.
of Grubb & Ellis Company, a Delaware corporation, on the SUCH SUBSCRIPTION
terms and subject to the conditions set forth in the RIGHTS MAY NOT BE
Prospectus and the instructions relating hereto on the EXERCISED UNLESS
reverse side hereof. The non-transferable Subscription THE REVERSE SIDE
Rights represented by this Subscription Certificate may HEREOF IS COMPLETED
be exercised by completing Section 1 of the reverse side AND SIGNED.
hereof. Special delivery instructions may be specified by
completing Section 2 on the reverse side hereof.
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Dated: February __, 2002
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Barry M. Barovick Robert J. Walner
President and Chief Executive Officer Corporate Secretary
COUNTERSIGNED
COMPUTERSHARE TRUST COMPANY OF NEW YORK
SUBSCRIPTION AGENT
AUTHORIZED SIGNATURE
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SECTION 1 - EXERCISE AND SUBSCRIPTION
The undersigned irrevocably exercises Subscription Rights to subscribe for
whole shares of Common Stock, par value $0.01 per share, as indicated below (one
full Subscription Right will entitle the holder to purchase one whole share of
Common stock) on the terms and subject to the conditions specified in the
Prospectus dated _________, 2002, the receipt of which is hereby acknowledged.
(a) Number of shares subscribed for pursuant to the Basic Subscription
Privilege:_______________
(b) Number of shares subscribed for pursuant to the Over-Subscription
Privilege:_______________
YOU MAY NOT EXERCISE THE OVER-SUBSCRIPTION PRIVILEGE UNLESS YOUR BASIC
SUBSCRIPTION PRIVILEGE HAS BEEN EXERCISED IN FULL.
(c) Total Subscription Price (total number of shares subscribed for
pursuant to both the Basic Subscription Privilege and the Over-Subscription
Privilege multiplied by the Subscription Price of $ __.__ __ share):
________________________
METHOD OF PAYMENT (CHECK ONE)
|_| Uncertified check. PLEASE NOTE THAT FUNDS PAID BY UNCERTIFIED PERSONAL CHECK
MAY TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR. ACCORDINGLY, SUBSCRIPTION RIGHTS
HOLDERS WHO WISH TO PAY THE PURCHASE PRICE BY MEANS OF AN UNCERTIFIED PERSONAL
CHECK ARE URGED TO MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE
TO ENSURE THAT SUCH PAYMENT IS RECEIVED BY THE SUBSCRIPTION AGENT AND CLEARS THE
BANKING SYSTEM BY SUCH TIME. TO AVOID THE DELAY CAUSED BY THE CLEARANCE PROCESS,
YOU ARE URGED TO CONSIDER PAYMENT BY MEANS OF A CERTIFIED OR BANK CHECK, BY
MONEY ORDER OR BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.
|_| Certified check or bank draft (cashier's check) drawn on a U.S. bank or
money order, payable to Computershare Trust Company of New York, as Subscription
Agent.
|_| Wire transfer of immediately available funds directed to the account
maintained by Computershare Trust Company of New York, Subscription Agent for
Grubb & Ellis Company at Harris Trust & Savings Bank, ABA #071000288, Account
No. __________.
If the amount enclosed or transmitted is not sufficient to pay the
purchase price for all share(s) of Common Stock that are stated to be subscribed
for, or if the number of share(s) of Grubb & Ellis Company Common Stock being
subscribed for is not specified, the number of share(s) of Grubb & Ellis Company
Common Stock subscribed for will be assumed to be the maximum number that could
be subscribed for upon payment of such amount. If the amount enclosed or
transmitted exceeds the purchase price for all share(s) of Grubb & Ellis Company
Common Stock that the undersigned has the right to subscribe for (such excess
amount, the "Subscription Excess"), the Subscription Agent will return the
Subscription Excess to the subscriber without interest or deduction.
SECTION 2 -SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS FOR SUBSCRIPTION RIGHTS
HOLDERS:
(a) To be completed ONLY if the certificate representing the Common Stock
is to be issued in a name other than that of the registered holder. See the
Instructions. DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION
BELOW.
Issue Shares to _________________________ Soc. Sec. #/Tax ID #: ________________
Address: ______________________________________________________________________
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(b) To be completed ONLY if the certificate representing the Common Stock
is to be sent to an address other than that shown above. See the Instructions.
DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW.
Name: __________________________________________________________________________
Address: _______________________________________________________________________
ACKNOWLEDGEMENT - THE SUBSCRIPTION ORDER FORM IS NOT VALID UNLESS YOU SIGN BELOW
I/We acknowledge receipt of the Prospectus dated ____________ and
understand that after delivery of this Certificate together with payment to the
Subscription Agent for Grubb & Ellis Company, I/we may not modify or revoke this
Subscription Certificate. Under penalties of perjury, I/we certify that the
information contained herein, including the social security number or taxpayer
identification number given above, is correct.
The signature below must correspond with the name of the registered holder
exactly as it appears on the books of Grubb & Ellis Company transfer agent
without any alteration or change whatsoever.
Signature(s) of Registered Holder: _____________________ Date: ___________, 2002
________________________________________________________ Date: ___________, 2002
If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following information
(please print). See the Instructions.
Name:____________________ Capacity: _____________ Soc. Sec. #/Tax ID ___________
Address: _____________________________________________ Phone: __________________
GUARANTEE OF SIGNATURE(S)
All Subscription Rights Holders who specify special issuance or delivery
instructions must have their signatures guaranteed by an Eligible Institution,
as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
See the Instructions.
Authorized Signature: Name of Firm:
________________________________________________ ______________________________
Name:___________________________________________ Title: _______________________
Address: _______________________________________ Phone: _______________________
YOU MUST HAVE YOUR SIGNATURE GUARANTEED IF YOU WISH TO HAVE YOUR SHARE
DELIVERED TO AN ADDRESS OTHER THAN YOUR OWN OR TO A SHAREHOLDER OTHER THAN
YOURSELF.
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INSTRUCTIONS FOR USE OF
GRUBB & ELLIS COMPANY
SUBSCRIPTION CERTIFICATES
The following instructions relate to a rights offering (the "Rights
Offering") by Grubb & Ellis Company, a Delaware corporation (the "Company"), to
the holders of its common stock, par value $0.01 per share ("Common Stock"), as
described in Grubb & Ellis Company's prospectus dated February __, 2002 (the
"Prospectus"). Holders of record of Common Stock, at the close of business on
February 25, 2002 (the "Record Date") will receive one (1) non-transferable
subscription right (the "Subscription Rights") for each _______ shares of Common
Stock held by them as of the close of business on the Record Date. An aggregate
of _________ Subscription Rights exercisable to purchase an aggregate of
_________ shares of the Common Stock of Grubb & Ellis Company are being
distributed in connection with the Rights Offering. Each Subscription Right is
exercisable, upon payment of $ __ in cash (the "Subscription Price"), to
purchase one share of Common Stock (the "Basic Subscription Privilege"). In
addition, subject to the allocation described below, each Subscription Right
also carries the right to subscribe at the Subscription Price for a limited
number of additional shares of Common Stock equal to the greater of (A) fifty
percent (50%) of the number of full rights received and (B) 100 shares (to the
extent available, and subject to proration) (the "Over-Subscription Privilege").
See "The Rights Offering" in the Prospectus.
No fractional Subscription Rights or cash in lieu thereof will be issued
or paid. The total number of Subscription Rights issued to each stockholder will
be rounded down to the nearest full Subscription Right.
The Subscription Rights will expire at 5:00 p.m., New York City Time, on
_____ __, 2002 (as it may be extended, the "Expiration Date").
The number of Subscription Rights to which you are entitled is printed on
the face of your Subscription Certificate. You should indicate your wishes with
regard to the exercise of your Subscription Rights by completing the appropriate
section on the back of your Subscription Certificate and returning the
Subscription Certificate to the Subscription Agent in the envelope provided.
THE SUBSCRIPTION AGENT MUST RECEIVE YOUR SUBSCRIPTION CERTIFICATE OR YOUR
NOTICE OF GUARANTEED DELIVERY ON OR BEFORE THE EXPIRATION DATE. SEE "PROCEDURES
FOR GUARANTEED DELIVERY" BELOW. IN ADDITION, THE SUBSCRIPTION AGENT MUST RECEIVE
PAYMENT OF THE SUBSCRIPTION PRICE, INCLUDING FINAL CLEARANCE OF ANY CHECKS, FOR
ALL SUBSCRIPTION RIGHTS EXERCISED, INCLUDING OVER-SUBSCRIPTION SHARES, ON OR
BEFORE THE EXPIRATION DATE. ONCE A HOLDER OF SUBSCRIPTION RIGHTS HAS EXERCISED
THE BASIC SUBSCRIPTION PRIVILEGE AND/OR THE OVER-SUBSCRIPTION PRIVILEGE, SUCH
EXERCISE MAY NOT BE REVOKED.
1. SUBSCRIPTION PRIVILEGES. To exercise Subscription Rights, properly
complete and execute your Subscription Certificate and send it, together with
payment in full of the Subscription Price for each share of Common Stock
subscribed for pursuant to the Basic Subscription Privilege and the
Over-Subscription Privilege, to the Subscription Agent. Delivery of the
Subscription Certificate must be made by mail, by hand delivery or by overnight
delivery. FACSIMILE DELIVERY OF THE SUBSCRIPTION CERTIFICATE WILL NOT BE
ACCEPTED AND WILL NOT CONSTITUTE VALID DELIVERY. All payments must be made in
United States
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dollars by (i) check or bank draft (cashier's check) drawn on a U.S. bank
or money order payable to Computershare Trust Company of New York, as
Subscription Agent or (ii) wire transfer of immediately available funds. Banks,
brokers, trusts, depositaries or other nominee holders of the Subscription
Rights who exercise the Basic Subscription Privilege and the Over-Subscription
Privilege on behalf of beneficial owners of Subscription Rights will be required
to certify to the Subscription Agent and the Company on a Nominee Holder
Certification Form, in connection with the exercise of the Over-Subscription
Privilege, as to the aggregate number of Subscription Rights that have been
exercised, and the number of shares of Common Stock that are being subscribed
for pursuant to the Over-Subscription Privilege, by each beneficial owner of
Subscription Rights on whose behalf such nominee holder is acting.
ACCEPTANCE OF PAYMENTS. Payments will be deemed to have been received by
the Subscription Agent only upon (a) the clearance of any uncertified check or
(b) the receipt by the Subscription Agent of any certified check or bank draft
(cashier's check) drawn on a U.S. bank, money order or immediately available
funds transferred through a wire transfer. IF PAYING BY UNCERTIFIED CHECK,
PLEASE NOTE THAT THE FUNDS PAID THEREBY MAY TAKE AT LEAST FIVE BUSINESS DAYS TO
CLEAR FOLLOWING RECEIPT BY THE SUBSCRIPTION AGENT. ACCORDINGLY, HOLDERS OF
SUBSCRIPTION RIGHTS WHO WISH TO PAY THE SUBSCRIPTION PRICE BY MEANS OF
UNCERTIFIED CHECKS ARE URGED TO MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF THE
EXPIRATION DATE TO ENSURE THAT THE SUBSCRIPTION AGENT RECEIVES CLEARED PAYMENT
BY SUCH DATE. YOU ARE URGED TO CONSIDER PAYMENT BY MEANS OF A CERTIFIED CHECK,
BANK DRAFT (CASHIER'S CHECK) MONEY ORDER OR WIRE TRANSFER.
PROCEDURES FOR GUARANTEED DELIVERY. You may deliver a written guarantee
substantially in the form available from the Subscription Agent (the "Notice of
Guaranteed Delivery") of a member firm of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc. or
a commercial bank or trust company having an office or correspondent in the
United States, to the Subscription Agent on or prior to the Expiration Date
guaranteeing delivery of your properly completed and executed Subscription
Certificate within three New York Stock Exchange trading days following the date
of the execution of the Notice of Guaranteed Delivery. If this procedure is
followed, the Subscription Agent must receive your Subscription Certificate
within three New York Stock Exchange trading days of the date of execution of
the Notice of Guaranteed Delivery. Additional copies of the Notice of Guaranteed
Delivery may be obtained upon request from the Subscription Agent at the
address, or by calling the telephone number indicated below. Banks, brokers and
other nominee holders of Subscription Rights who exercise the Basic Subscription
Privilege and the Over-Subscription Privilege on behalf of beneficial owners of
Subscription Rights will be required to certify to the Subscription Agent and to
Grubb & Ellis Company as to the aggregate number of shares of Common Stock that
are being subscribed for under the Basic Subscription Privilege, and the number
of shares of Common Stock that are being subscribed for pursuant to the
Over-Subscription Privilege, by each beneficial owner of Subscription Rights on
whose behalf such nominee holder is acting. In the event such certification is
not delivered in respect of a Subscription Certificate, the Subscription Agent
shall for all purposes (including for purposes of any allocation in connection
with the Over-Subscription Privilege) be entitled to assume that such
certificate is exercised on behalf of a single beneficial owner. If more shares
are subscribed for pursuant to the Over-Subscription Privilege than are
available for purchase, shares will be allocated among beneficial owners
exercising the Over-Subscription Privilege as follows first to holders of less
than ___ rights so that these holders may subscribe for [__] shares (or the next
higher multiple of 10 shares) and thereafter pro rata among all holders.
CONTACTING THE SUBSCRIPTION AGENT. The address, telephone and facsimile
numbers of the Subscription Agent, Computershare Trust Company of New York, are
as follows:
If by Hand Delivery or Overnight Delivery:
Computershare Trust Company of New York
Wall Street Plaza
88 Pine Street, 19th Floor
New York, New York 10005
Telephone: (212) 701-7624
Facsimile: (212) 701-7636
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If by First Class Mail or Registered Mail:
Computershare Trust Company of New York
Wall Street Station
P.O. Box 1010
New York, New York 10268-1010
Telephone: (212) 701-7624
Facsimile: (212) 701-7636
PARTIAL EXERCISES; EFFECT OF OVER- AND UNDERPAYMENTS. If you exercise less
than all of the Subscription Rights evidenced by your Subscription Certificate,
the Subscription Agent will issue to you a new Subscription Certificate
evidencing the unexercised Subscription Rights only if the Subscription Agent
receives your Subscription Certificate no later than 5:00 p.m., New York City
Time on the fifth (5th) business day prior to the Expiration Date. However, if
you choose to have a new Subscription Certificate sent to you, you may not
receive any such new Subscription Certificate in sufficient time to permit
exercise of the Subscription Rights evidenced thereby. If you have not indicated
the number of Subscription Rights being exercised, or if you do not deliver the
dollar amount sufficient to purchase the number of shares subscribed for, you
will be deemed to have exercised the Basic Subscription Privilege with respect
to the maximum number of whole Subscription Rights which may be exercised for
the Subscription Price payment you deliver. To the extent that the dollar amount
you deliver exceeds the product of the Subscription Price multiplied by the
number of Subscription Rights evidenced by the Subscription Certificate you
deliver (such excess being the "Subscription Excess"), you will be deemed to
have exercised your Over-Subscription Privilege to purchase, to the extent
available, that number of whole shares of Common Stock equal to the quotient
obtained by dividing the Subscription Excess by the Subscription Price.
2. DELIVERY OF STOCK CERTIFICATES, ETC. The following deliveries and
payments to you will be made to the address shown on the face of your
Subscription Certificate unless you provide instructions to the contrary on the
reverse side of your Subscription Certificate.
(a) BASIC SUBSCRIPTION PRIVILEGE. As soon as practicable after the
valid exercise of Subscription Rights and the Expiration Date, the Subscription
Agent will mail to each exercising Subscription Rights holder certificates
representing shares of Common Stock purchased pursuant to the Basic Subscription
Privilege.
(b) OVER-SUBSCRIPTION PRIVILEGE. As soon as practicable after the
Expiration Date and after all prorations and adjustments contemplated by the
terms of the Rights Offering have been effected, and taking into account any
delays or extensions in closing the over-subscription purchases, the
Subscription Agent will mail to each Subscription Rights holder who validly
exercises the Over-Subscription Privilege the number of shares allocated to such
Subscription Rights holder pursuant to the Over-Subscription Privilege. See "The
Rights Offering" in the Prospectus.
(c) EXCESS PAYMENTS. As soon as practicable after the Expiration
Date and after all prorations and adjustments contemplated by the terms of the
Rights Offering have been effected, the Subscription Agent will mail to each
Subscription Rights holder who exercises the Over-Subscription Privilege any
excess funds received (without interest or deduction) in payment of the
Subscription Price for shares that are subscribed for but not allocated to such
Subscription Rights holder pursuant to the Over-Subscription Privilege.
3. TO HAVE A SUBSCRIPTION CERTIFICATE DIVIDED INTO SMALLER
DENOMINATIONS. To have a Subscription Certificate divided into certificates for
smaller numbers of Subscription Rights, send your Subscription Certificate,
together with complete instructions (including specification of the whole number
of Subscription Rights you wish to be evidenced by each new Subscription
Certificate) signed by you, to the Subscription Agent, allowing a sufficient
amount of time for the Subscription Certificates to be issued and returned so
that they can be exercised prior to the Expiration Date. Alternatively, you may
ask a bank or broker to effect such actions on your behalf. As a result of
delays in the mail, the time of the transmittal, the necessary processing time
and other factors, you may not receive such new Subscription Certificates in
time to enable you to complete an exercise by the Expiration Date. Neither Grubb
& Ellis Company nor the Subscription Agent will be liable to you for any such
delays.
4. EXECUTION.
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(a) EXECUTION BY REGISTERED HOLDER. The signature on the
Subscription Certificate must correspond with the name of the registered holder
exactly as it appears on the face of the Subscription Certificate without any
alteration or change whatsoever. Persons who sign the Subscription Certificate
in a representative or other fiduciary capacity must indicate their capacity
when signing and, unless waived by the Subscription Agent in its sole and
absolute discretion, must present to the Subscription Agent satisfactory
evidence of their authority so to act.
(b) EXECUTION BY PERSON OTHER THAN REGISTERED HOLDER. If the
Subscription Certificate is executed by a person other than the holder named on
the face of the Subscription Certificate, proper evidence of authority of the
person executing the Subscription Certificate must accompany the same unless the
Subscription Agent, in its discretion, dispenses with proof of authority.
(c) SIGNATURE GUARANTEES. Your signature must be guaranteed by an
Eligible Guarantor Institution if you specify special issuance or delivery
instructions.
5. METHOD OF DELIVERY. The method of delivery of Subscription
Certificates and the payment of the Subscription Price to the Subscription Agent
will be at the election and risk of the Subscription Rights holder. If sent by
mail, it is recommended that they be sent by registered mail, properly insured,
with return receipt requested, and that a sufficient number of days be allowed
to ensure receipt by to the Subscription Agent prior to the Expiration Date.
6. SPECIAL PROVISIONS RELATING TO THE DELIVERY OF SUBSCRIPTION RIGHTS
THROUGH DEPOSITORY FACILITY PARTICIPANTS. In the case of holders of Subscription
Rights that are held of record through The Depository Trust Company ("DTC"),
exercises of the Basic Subscription Privilege and the Over-Subscription
Privilege may be effected by instructing DTC to transfer Subscription Rights
from the DTC account of such participant to the DTC account of the Subscription
Agent, together with payment of the Subscription Price for each share of Common
Stock subscribed for pursuant to the Basic Subscription Privilege and the
Over-Subscription Privilege.
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