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) MAY 30, 2003
GRUBB & ELLIS COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-8122 94-1424307
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
FORMATION)
2215 SANDERS ROAD, SUITE 400, NORTHBROOK, ILLINOIS 60062
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (847) 753-7500
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 5. OTHER EVENTS AND REGULATION DISCLOSURE
On May 30, 2003, Grubb & Ellis Company (the "Company")
received from its lenders a further extension, until June 6, 2003, of the bank
waiver (the "Waiver") that it had initially received in December, 2002 under its
amended and restated term loan and credit facility dated as of December 31, 2000
(the "Credit Facility") by and among the Company, various financial institutions
and Bank of America, N.A., as agent and lender (collectively, the "Banks").
Specifically, the Waiver, which was disclosed by the Company
in its Current Report on Form 8-K filed on January 10, 2003, was initially due
to expire on March 31, 2003 and was first extended to May 1, 2003, and then
further extended to May 30, 2003 as previously disclosed by the Company in its
Current Report on Form 8-K filed on May 2, 2003.
As previously disclosed by the Company in its Form 10-Q for
the quarter ended March 31, 2003, an affiliated entity of C. Michael Kojaian,
the Company's controlling stockholder and Chairman of the Board, agreed in May
2003 to acquire the Credit Facility from the Banks. This transaction was
effected on June 6, 2003 by an entity affiliated with Mr. Kojaian (the "New
Lender"). The Company was not a party to the transaction and does not know the
terms upon which the Credit Facility was acquired by the New Lender.
Concurrently with the acquisition of the Credit Facility, the
Company received a further extension of the Waiver from the New Lender, until
June 30, 2003, to provide sufficient time to negotiate an amendment of the
Credit Facility. The New Lender is currently in discussions with the special
committee of the Company's board of directors, comprised of the disinterested
member of the board, regarding the amending of certain existing financial
covenants and certain other provisions of the Credit Facility.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following are filed as Exhibits to this Current Report on Form 8-K:
1. Copy of Waiver executed by Bank of America, N.A., LaSalle Bank
National Association and Bank One, N.A. and the Company, dated May
30, 2003.
2. Copy of Waiver executed by Kojaian Capital, L.L.C. and the Company,
dated June 6, 2003.
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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.
GRUBB & ELLIS COMPANY
By: /s/ Brian D. Parker
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Brian D. Parker
Chief Financial Officer
Dated: June 13, 2003
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