EXHIBIT 99.4
GRUBB & ELLIS COMPANY
UP TO [ ] SHARES OF COMMON STOCK OFFERED
PURSUANT TO RIGHTS DISTRIBUTED TO STOCKHOLDERS
OF GRUBB & ELLIS COMPANY
To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees:
This letter is being distributed to securities dealers, commercial banks,
trust companies and other nominees in connection with the offering by Grubb &
Ellis Company, a Delaware corporation (the "Company"), of up to [ ] shares of
common stock (the "Common Stock"), of the Company, at a subscription price of
___. __ __ per share, pursuant to subscription rights (the "Rights") initially
distributed to holders of record of the Common Stock, as of the close of
business on February 25, 2002 (the "Record Date"). The Rights are described in
the Prospectus and are evidenced by a Subscription Rights Certificate registered
in your name or the name of your nominee.
Each beneficial owner of shares of the Common Stock registered in your
name or the name of your nominee is entitled to [ENTER FRACTION] Right for every
one (1) share of the Common Stock owned by such beneficial owner. Holders of
Rights are entitled to purchase one (1) share of the Common Stock for each whole
Right.
The Rights are non-transferable.
We are asking you to contact your clients for whom you hold shares of
Common Stock registered in your name or in the name of your nominee to obtain
instructions with respect to the Rights. Enclosed are copies of the following
documents:
1. The Prospectus;
2. The "Instructions As To Use of Subscription Rights Certificates" [OR
SUBSCRIPTION CERTIFICATES];
3. A form of letter which may be sent to your clients for whose
accounts you hold shares of the Company's common stock registered in
your name or the name of our nominee, with space provided for
obtaining such clients' instructions with regard to the Rights;
4. A Notice of Guaranteed Delivery for Subscription Rights
Certificates; and
5. A return envelope addressed to Computershare Trust Company of New
York, the Subscription Agent.
Your prompt action is requested. The Rights will expire at 5:00 P.M., New
York City Time on [_____ __, 2002], unless extended by the Company (the
"Expiration Date").
To exercise the Rights, a properly completed and executed Subscription
Rights Certificate (unless the guaranteed delivery procedures are complied with)
and payment in full for all Rights exercised must be delivered to Computershare
Trust Company of New York as indicated in the Prospectus prior to 5:00 P.M., New
York City Time on the Expiration Date.
Additional copies of the enclosed materials may be obtained from
Computershare Trust Company of New York, the Information Agent. Their toll-free
telephone number is [(800) INSERT] or they may be called collect at (212)
[INSERT].
Very truly yours,
GRUBB & ELLIS COMPANY
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF GRUBB & ELLIS COMPANY, THE SUBSCRIPTION AGENT OR ANY OTHER PERSON
MAKING OR DEEMED TO BE MAKING OFFERS OF THE COMMON STOCK ISSUABLE UPON VALID
EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR
STATEMENTS MADE IN THE PROSPECTUS.
NOMINEE HOLDER CERTIFICATION
The undersigned, a bank, broker, trustee, depository or other nominee
holder of subscription rights ("Subscription Rights") to purchase shares of
common stock, par value $0.01 per share ("Common Stock"), of Grubb & Ellis
Company (the "Company") pursuant to the Rights Offering described and provided
for in the Company's prospectus dated February __, 2002 (the "Prospectus"),
hereby certifies to the Company and to Computershare Trust Company of New York,
as Subscription Agent for the Rights Offering, that:
(1) the undersigned has subscribed for the number of shares of Common
Stock specified below pursuant to the Basic Subscription Privilege
(as described in the Prospectus) on behalf of beneficial owners of
Subscription Rights who have subscribed for the purchase of
additional shares of Common Stock pursuant to the Over-Subscription
Privilege (as described in the Prospectus), listing separately below
each such exercised Basic Subscription Privilege and the
corresponding Over-Subscription Privilege (without identifying any
such beneficial owner); and
(2) each such beneficial owner exercising its Over-Subscription
Privilege has exercised its Basic Subscription Privilege in full.
NUMBER OF SHARES
SUBSCRIBED FOR PURSUANT NUMBER OF SHARES
NUMBER OF SHARES TO BASIC SUBSCRIPTION SUBSCRIBED FOR PURSUANT TO
OWNED ON THE RECORD DATE PRIVILEGE OVER-SUBSCRIPTION PRIVILEGE
- ------------------------ ----------------------- ---------------------------
1. _____________________ _______________________ ___________________________
2. _____________________ _______________________ ___________________________
3. _____________________ _______________________ ___________________________
4. _____________________ _______________________ ___________________________
5. _____________________ _______________________ ___________________________
____________________________________________________________
Name of Bank, Broker, Trustee, Depository or Other Nominee
By: ___________________________________
Authorized Signature
Name: _________________________________
(please type or print)