EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
This form, or one substantially equivalent to this form, must be used to
exercise Subscription Rights pursuant to the Rights Offering described in the
prospectus, dated [____ __, 2002] (the "Prospectus"), of Grubb & Ellis Company,
a Delaware corporation, if a holder of Subscription Rights cannot deliver the
Subscription Certificate(s) evidencing the Subscription Rights (the
"Subscription Certificate(s)"), to the Subscription Agent listed below (the
"Subscription Agent") at or prior to 5:00 p.m., New York City Time, on [____ __,
2002] (as it may be extended, the "Expiration Date"). The Notice of Guaranteed
Delivery must be sent by hand, facsimile transmission or mail to the
Subscription Agent, and must be received by the Subscription Agent on or prior
to the Expiration Date. See "The Rights Offering - Guaranteed Delivery
Procedures" in the Prospectus. Regardless of the manner of delivery of the
Subscription Certificate, payment of the Subscription Price of [$ ___. __ __]
per share for each share of Common Stock subscribed for upon exercise of such
Subscription Rights must be received by the Subscription Agent in the manner
specified in the Prospectus at or prior to 5:00 p.m., New York City Time, on the
Expiration Date, even if the Subscription Certificate evidencing such
Subscription Rights is being delivered pursuant to the procedure for guaranteed
delivery thereof. The Subscription Certificate evidencing such Subscription
Rights must be received by the Subscription Agent within three (3) New York
Stock Exchange trading days after the date of execution of the Notice of
Guaranteed Delivery.
The address 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
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
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
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Ladies and Gentlemen:
The Undersigned hereby represents that he or she is the holder of
Subscription Certificate(s) representing Subscription Rights issued by Grubb &
Ellis Company and that such Subscription Certificate(s) cannot be delivered to
the Subscription Agent at or before 5:00 p.m., New York City Time, on the
Expiration Date. Upon the terms and subject to the conditions set forth in the
Prospectus, receipt of which is hereby acknowledged, the undersigned hereby
elects to exercise the Subscription Privilege to subscribe for one share of
Common Stock per Subscription Right with respect to the number of shares set
forth below pursuant to the Basic Subscription Privilege plus the
Over-Subscription Privilege described in the Prospectus:
No. of Shares subscribed for pursuant to Basic Subscription Privilege: _________
plus
No. of Shares subscribed for pursuant to Over-Subscription Privilege: _________
TOTAL:
---------
multiplied by the Subscription Price of [$ ___ . __ __ ]
per share _________
TOTAL PAYMENT DUE: $ =========
The undersigned understands that payment of the Subscription Price of [$
___ . __ __ ] per share for each share of Common Stock subscribed pursuant to
the Basic Subscription Privilege and the Over-Subscription Privilege must be
received by the Subscription Agent at or before 5:00 p.m., New York City Time,
on the Expiration Date and represents that such payment, in the aggregate amount
set forth above, either (check appropriate box):
[_] is being delivered to the Subscription Agent herewith; or
[_] has been delivered separately to the Subscription Agent; and
is or was delivered in the manner set forth below (check appropriate box and
complete information relating thereto):
[_] uncertified check (NOTE: Payment by uncertified check will not be
deemed to have been received by the Subscription Agent until such check has
cleared. Holders paying by such means are urged to make payment sufficiently in
advance of the Expiration Date to ensure that such payment clears by such date.)
[_] certified check
[_] bank draft (cashier's check)
[_] money order
[_] wire transfer of immediately available funds
Name of Transferor Institution: ___________________
Date of Transfer: ___________________
Confirmation Number: ___________________
(If available)
If by certified check, bank draft or money order, please provide the
following information:
Name of maker:____________________________________________________________
Date of check, draft or money order:______________________________________
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Bank on which check is drawn or issuer of money order:
Signature(s): Address:
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(please type or print)
Name(s) Telephone:
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Name(s) Telephone:
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(please type or print)
Subscription
Certificate No.(s):
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THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SUBSCRIPTION CERTIFICATE SIGNATURE GUARANTEE)
The undersigned, a member firm of the New York Stock Exchange or other
registered national securities exchange or member of the National Association of
Securities Dealers, Inc., commercial bank or trust company having an office or
correspondent in the United States, or another "Eligible Guarantor Institution"
as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, hereby guarantees that within three New York Stock Exchange trading
days after the date set forth below, the undersigned will deliver to the
Subscription Agent the Subscription Certificates representing the Subscription
Rights being exercised hereby, with any required signature guarantees and any
other required documents.
Name of Firm:___________________________________________
Address:________________________________________________
____________________Zip Code:___________________
Area Code and Tel. No.:_________________________________
Authorized Signature:___________________________________
Name:___________________________________________________
(please type or print)
Title:__________________________________________________
Date:___________________________________________________
The institution which completes this form must communicate the guarantee
to the Subscription Agent and must deliver the Subscription Certificates to the
Subscription Agent within the time period shown herein. Failure to do so could
result in a financial loss to such institution.
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