SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13D)
Under the Securities Exchange Act of 1934
(Amendment No. __)
Grubb and Ellis Company
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
400095204
(CUSIP number)
Steven M. Kleiman
Zazove Associates, LLC
1001 Tahoe Blvd.
Incline Village, NV 89451
(775) 886-1500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 18, 2011
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following
box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page. The information
required on the remainder of this cover page shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 400095204
1. Names of Reporting Persons. Zazove Associates, LLC
2. Check the Appropriate Box if a Member of a Group (see instructions)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds (see instructions) OO
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) [ ] or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
7. Sole voting power 3,943,410 (1)
Number of
shares 8. Shared Voting Power -0-
beneficially
owned by 9. Sole Dispositive Power 3,943,410 (1)
each
reporting 10. Shared Dispositve Power -0-
person
with
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,943,410 (1)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
5.4% (1)
14. Type of Reporting Person (see instructions) IA
(1) Reporting Person beneficially owns $8,850,000 principal amount of
7.95% Senior Convertible Notes Due 2015 (the "Convertible
Notes"), which are convertible as of the date of this Schedule
13D into 3,943,410 shares of Common Stock. The calculation
of percentage ownership is based on 69,419,590 shares of Common
Stock outstanding as of October 29, 2010, as disclosed in the
Issuer's Form 10-Q filed on November 12, 2010 plus 3,943,410
shares of Common Stock that would be issued upon conversion
of the Convertible Notes of the Issuer held by the Reporting Person.
The Locked-Up Holders (see Item 4 below) beneficially own,
in the aggregate, $16,350,000 principal amount of
7.95% Senior Convertible Notes Due 2015 (the "Convertible
Notes"), which are convertible as of the date of this Schedule
13D into 7,285,282 shares of Common Stock, which represents 9.5%
of the outstanding shares of Common Stock. The calculation
of percentage ownership is based on 69,419,590 shares of Common
Stock outstanding as of October 29, 2010, as disclosed in the
Issuer's Form 10-Q filed on November 12, 2010 plus 7,285,282
shares of Common Stock that would be issued upon conversion
of the Convertible Notes of the Issuer held by the Locked Up
Holders.
CUSIP 400095204
Item 1. Security and Issuer.
This Schedule 13D relates to Common Stock, par value
$0.01 per share (the "Common Stock") of Grubb & Ellis
Company, a Delaware corporation (the "Issuer"). The address
of the executive offices of the Issuer is 1551 North Tustin
Avenue, Suite 300, Santa Ana, California 92705.
Item 2. Identity and Background.
This Schedule 13D is being filed by Zazove Associates, LLC,
a Delaware limited liability company (the "Reporting Person").
The Reporting Person is a registered investment advisor
with its principle place of business being located at
1001 Tahoe Blvd., Incline Village, NV 89451.
The Reporting Person is in the business of managing investment
portfolios. Gene T. Pretti ("Pretti") is the controlling equity
holder of the Reporting Person. Pretti's principal occupation
or employment is as Chief Executive Officer and Sr. Portfolio
Manager of the Reporting Person.
During the past five years, neither the Reporting Person
nor Pretti have been (i) convicted in any criminal proceeding,
or (ii) a party to any civil proceeding commenced before a judicial
or administrtative body of competent jurisdiction and as a
result of such proceeding was or is now subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person has discretionary authority with regard to
portfolios that expended $8,234,350 of investment capital
in acquiring the Convertible Notes.
Item 4. Purpose of Transaction
On March 8, 2011, Issuer commenced a solicitation of consents (the "Consent
Solicitation") from the holders of its 7.95% Senior Convertible Notes due
2015. The Issuer is seeking consents to proposed amendments to certain
provisions in the Indenture, dated as of May 7, 2010 (the "Indenture"),
between the Issuer, as issuer, and U.S. Bank National Association, as trustee
(the "Trustee"), which governs such convertible notes. The Consent
Solicitation will expire at 5:00 p.m., New York City time, on March 21,
2011 (the "Expiration Date"), unless extended by the Company. The Company
subsequently extended the Expiration Date to 5:00 p.m., New York City
time, March 25, 2011.
The proposed amendments to the Indenture require consent of
holders of more than 50 percent of the 7.95% Senior Convertible Notes
due 2015.
On March 18, 2011, Zazove Associates, LLC, Nisswa Convertibles Master
Fund Ltd., Cohanzick Management, LLC, and Stonerise Capital Partners
Master Fund LP (collectively, the "Locked-Up Holders")
entered into a written lock-up agreement (the "Lock-Up Agreement")
pursuant to which, among other things, each of them agreed, subject to
certain exceptions, that they will not deliver consents to the
proposed amendments in the Consent Solicitation with respect to such
Locked-Up Holder's Convertible Notes.
As a result of the Lock-Up Agreement, the Locked-Up Holders may
be deemed to have formed a group within the meaning of Rule 13d-5(b)
under the Act.
The description of the Lock-Up Agreement in this Schedule 13D is
qualified in its entirety by reference to full text of the Lock-Up
Agreement, a copy of which is filed herewith as an Exhibit and is
hereby incorporated herein by reference.
The Reporting Person acquired and continues to hold the Convertible
Notes reported herein for certain investment portfolios over
which the Reporting Person has discretionary authority for investment
purposes only. The Reporting Person may from time to time engage the
Issuer, its representatives or other relevant parties in discussions
regarding the Consent Solicitation and the proposed amendments and
other related matters relevant to the investment in the Issuer, and
may discuss with such parties alternatives to the Consent Solitation
and proposed amendments. Depending on market conditions and other
factors that the Reporting Person may deem material to its investment
decisions. The Reporting Person may sell all or a portion of
its Convertible Notes or may purchase additional securities of the
Issuer, on the open market or in a private transaction,
in each case as permitted by the Lock-up Agreement. Except
as set forth in this Item 4, the Reporting Person has no
present plans or proposals that relate to or that would
result in any of the actions specified in clauses
(a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer
(a) Reporting Person beneficially owns $8,850,000 principal amount
of 7.95% Senior Convertible Notes Due 2015,
which are convertible as of the date of this Schedule
13D into 3,943,410 shares of Common Stock. The calculation
of percentage ownership is based on 69,419,590 shares of Common
Stock outstanding as of October 29, 2010, as disclosed in the
Issuer's Form 10-Q filed on November 12, 2010 plus 3,943,410
shares of Common Stock that would be issued upon conversion
of such convertible notes of the Issuer beneficially
held by the Reporting Person.
The Locked-Up Holders (see Item 4 above) beneficially own,
in the aggregate, $16,350,000 principal amount of
7.95% Senior Convertible Notes Due 2015 (the "Convertible
Notes"), which are convertible as of the date of this Schedule
13D into 7,285,282 shares of Common Stock, which represents 9.5%
of the outstanding shares of Common Stock. The calculation
of percentage ownership is based on 69,419,590 shares of Common
Stock outstanding as of October 29, 2010, as disclosed in the
Issuer's Form 10-Q filed on November 12, 2010 plus 7,285,282
shares of Common Stock that would be issued upon conversion
of the Convertible Notes of the Issuer held by the Locked Up
Holders.
(b) The Reporting Person has sole voting and dispostive power
with regard to the Convertible Notes.
(c) During the past 60 days, the Reporting Person, in its capacity as
investment advisor with discretionary authority, purchased
7.95% Senior Convertible Notes Due 2015 on the secondary market
as follows:
Trade Date Principal Amount Purchased Purchase Price
2/9/11 $1,500,000 91.75% of par
2/11/11 $1,000,000 91.50% of par
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Other than the Lock-Up Agreement, neither the Reporting Person
nor Pretti has any has any contracts, arrangements,
understandings or relationships (legal or otherwise) with respect
to any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits
Lock-Up Agreement dated March 18, 2011 between the Reporting
Person and the other parties signatory thereto.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: March 25, 2011
Zazove Associates, LLC
Signature /S/ Steven M. Kleiman
Name: Steven M. Kleiman
Title: Chief Operating Officer