0001104659-08-071649.txt : 20081119 0001104659-08-071649.hdr.sgml : 20081119 20081119090124 ACCESSION NUMBER: 0001104659-08-071649 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081119 DATE AS OF CHANGE: 20081119 GROUP MEMBERS: SHARON THOMPSON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Thompson Anthony W CENTRAL INDEX KEY: 0001304188 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 714-667-8252, X207 MAIL ADDRESS: STREET 1: C/O THOMPSON FAMILY OFFICE STREET 2: 1901 MAIN STREET, SUITE 108 CITY: IRVINE STATE: CA ZIP: 92614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRUBB & ELLIS CO CENTRAL INDEX KEY: 0000216039 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 941424307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32339 FILM NUMBER: 081199763 BUSINESS ADDRESS: STREET 1: 500 WEST MONROE STREET STREET 2: SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3126986700 MAIL ADDRESS: STREET 1: 500 WEST MONROE STREET STREET 2: SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60661 SC 13D/A 1 a08-28681_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Grubb & Ellis Company

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

40009 52 0

(CUSIP Number)

Anthony W. Thompson

Thompson National Properties, LLC

1901 Main Street, Suite 108

Irvine, CA 92614

(949) 833-8252

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 17, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 40009 52 0

	1.	Names of Reporting Persons Anthony W. Thompson

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	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) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,608,936

			8.	Shared Voting Power 4,591,772

			9.	Sole Dispositive Power 4,608,936

			10.	Shared Dispositive Power 4,591,772

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,200,708*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 14.1%

	14.	Type of Reporting Person (See Instructions) IN

* Mr. Thompson may be deemed to be the beneficial owner of 9,200,708 shares. These shares are held as follows: (i) 2,699,730 shares are held of record by Mr. Thompson and, accordingly, Mr. Thompson is entitled to exercise sole voting and dispositive power with respect to such shares; (ii) 701,875 shares are held by AWT Family L.P., of which Mr. Thompson and his spouse, Sharon Thompson, are the sole limited partners (the corporate general partner of AWT Family L.P. is controlled by Mr. Thompson and, accordingly, Mr. Thompson is entitled to exercise sole voting and dispositive power with respect to the shares held by such entity); (iii) 679,331 shares are held by NNN Cunningham Stafford, LLC, of which Mr. Thompson is the sole member and, accordingly, Mr. Thompson is entitled to exercise sole voting and dispositive power with respect to the shares held by such entity; (iv) 4,591,772 shares are held in a brokerage account by Mr. and Mrs. Thompson as joint tenants with a right of survivorship and, accordingly, Mr. and Mrs. Thompson share voting and dispositive power with respect to such shares; and (v) 528,000 shares the rights to which are held as further described under Item 6 of this report.

CUSIP No. 40009 52 0

	1.	Names of Reporting Persons Sharon Thompson

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	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) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 4,591,772

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 4,591,772

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,293,647*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 8.1%

	14.	Type of Reporting Person (See Instructions) IN

* Sharon Thompson may be deemed to be the beneficial owner of 5,293,647 shares. These shares are held as follows: (i) 701,875 shares are held by AWT Family L.P., of which Mrs. Thompson and her spouse, Mr. Thompson, are the sole limited partners (the corporate general partner of AWT Family L.P. is controlled by Mr. Thompson and, accordingly, Mr. Thompson is entitled to exercise sole voting and dispositive power with respect to the shares held by such entity), although Mrs. Thompson expressly disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein; and (ii) 4,591,772 shares are held in a brokerage account by Mr. and Mrs. Thompson as joint tenants with a right of survivorship and, accordingly, Mr. and Mrs. Thompson share voting and dispositive power with respect to such shares.

This Amendment No. 4 (this “Amendment”) relates to the Schedule 13D filed by Anthony W. Thompson with the Securities and Exchange Commission on December 17, 2007, as amended by Amendment No. 1 filed on June 26, 2008, Amendment No. 2 filed on October 27, 2008 and Amendment No. 3 filed on November 4, 2008 (the “Schedule 13D”), relating to shares of common stock, $.01 par value per share, of Grubb & Ellis Company (the “Company”). This Amendment is being filed on behalf of Anthony W. Thompson and Sharon Thompson (collectively, the “Reporting Persons”).

Item 4.	Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: *Proxy Statement and Solicitation of Stockholders* On November 17, 2008 Mr. Thompson, Harold A. Ellis, Jr. and Stuart A. Tanz (the “Participants”) filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission. The Proxy Statement, which was mailed to the Company’s stockholders on or about November 18, 2008, solicits proxies to vote at the annual stockholder meeting of the Company scheduled for December 3, 2008 (the “2008 Annual Meeting”) as follows: · “FOR” the election of the Participants to serve as Class A directors of the board of directors of the Company (the “Board”); · “FOR” the ratification of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2008; · “FOR” the approval and adoption of a binding resolution to amend the Amended and Restated Bylaws of the Company (as amended, the “Bylaws”) to require the Company to hold the 2008 Annual Meeting on December 3, 2008 and to prevent the Company from delaying such meeting to a later date; and · “FOR” the approval and adoption of a binding resolution to amend the Bylaws to require stockholder approval for adjournment of a stockholder meeting at which a quorum is present. The Participants are also requesting that stockholders give designated proxy holders discretion to vote on such other matters as may properly come before the 2008 Annual Meeting. Stockholders can obtain free copies of the Proxy Statement and other documents filed with the Securities and Exchange Commission by Mr. Thompson and the other Participants through the web site maintained by the SEC at www.sec.gov. *Stockholder Communication* On November 19, 2008, the Participants mailed a letter, dated November 19, 2008 (a copy of which letter is attached hereto as Exhibit 99.11, the “Stockholder Communication”), to certain stockholders of the Company. As a result of the mailing of the Stockholder Communication, and the Proxy Statement, the Participants may engage in discussions with the Company’s stockholders, management or Board concerning the matters described in the Stockholder Communication, the Proxy Statement, or other matters.

Item 7.	Material to be Filed as Exhibits

Exhibit 99.10		Joint Filing Agreement, dated as of November 19, 2008, by and between Anthony W. Thompson and Sharon Thompson

Exhibit 99.11		Stockholder Communication, dated November 19, 2008

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.

	/s/ Anthony W. Thompson
	Anthony W. Thompson

Date: November 19, 2008

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.

	/s/ Sharon Thompson
	Sharon Thompson

Date: November 19, 2008

EX-99.10 2 a08-28681_1ex99d10.htm EX-99.10

EXHIBIT 99.10

JOINT FILING AGREEMENT

The undersigned hereby acknowledge and agree, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as Exhibit 99.10, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.

Dated: November 19, 2008

	/s/ Anthony W. Thompson
	Anthony W. Thompson


	/s/ Sharon Thompson
	Sharon Thompson

EX-99.11 3 a08-28681_1ex99d11.htm EX-99.11

Exhibit 99.11

THE GRUBB & ELLIS ANNUAL MEETING IS RAPIDLY APPROACHING!!

DEMAND A SHAREHOLDER VOICE ON THE GRUBB & ELLIS

BOARD BY VOTING THE ENCLOSED GREEN PROXY CARD

November 19, 2008

Dear fellow shareholder:

The Grubb & Ellis Company annual meeting of shareholders is only 2 weeks away and we are writing to urge all of our fellow shareholders to demand shareholder representation on the Board of our company. As Grubb & Ellis shareholders, we have watched in dismay over the past 9 months as Grubb & Ellis has, in our view, lost its way. Our campaign is driven by the core belief that Grubb & Ellis can still flourish, but only with the election of directors who can bring fresh, forward-looking ideas to the Board and effectively supervise management. No matter how many shares you own, please take a moment now to protect your investment in Grubb & Ellis by voting FOR your fellow shareholders, Anthony W. Thompson, Harold A. Ellis, Jr. and Stuart A. Tanz, on the enclosed GREEN proxy card today.

THE PATH FORWARD

By joining our call for reform, together we can send a powerful message to the Board that it can’t ignore by electing 3 highly qualified and experienced directors and adopting amendments to Grubb & Ellis’ Bylaws that are designed to ensure that the Board cannot frustrate the expressed will of the shareholders. If elected, we intend to:

· Encourage the Board to Adopt a New Strategic Program to Drive Improved Financial Performance at Grubb & Ellis.

· We will strive to convince the Board to focus on expanding real estate consulting, appraisal and valuation services and capitalizing on attractive investment opportunities resulting from market dist ress, in addition to numerous other elements of our strategic program described in our proxy statement.

· Champion a Platform of Corporate Governance Best Practices.

· We plan to advocate for the declassification of the company’s Board, the elimination of the company’s authority to issue “blank check” preferred stock and the removal of limitations on shareholders taking action by written consent.

· Reform Executive and Director Compensation.

· We intend to endeavor to more closely align executive and director compensation with the financial performance of Grubb & Ellis and significantly reduce compensation to directors, which we believe should be paid exclusively in stock.

· Bring Greater Accountability and Discipline to the Management of Grubb & Ellis.

· Strive to Restore the Confidence of the Capital Markets in Grubb & Ellis.

THE BOARD’S RECORD SPEAKS FOR ITSELF

Ultimately, the performance of every Board must be evaluated on the basis of its record. The incumbents should not be exempt. We believe that the Board’s record speaks for itself, but we invite you to consider the facts for yourself:

· PLUMMETING STOCK PRICE AND FINANCIAL PERFORMANCE: Since Mr. Thompson’s departure from the Board in February of this year, Grubb & Ellis’ stock price has shed in excess of 82% of its value. Although we understand the challenges presented by competition and the recent unrest in the financial markets, we cannot accept that the company’s stock should be permitted to underperform that of its industry peers, which it has thus far this year. Significantly underperforming its competitors in earnings too, Grubb & Ellis recently reported a net loss of $55 million for the nine months ended September 30, 2008 as compared to net income of $14.4 million during the year over year period, representing a staggering -481.9% swing. During the same period, the company’s EBITDA nosedived by 201.9%. Why should shareholders have confidence in the leadership of a Board that has presided over a substantial erosion in shareholder value and earnings?

· QUESTIONS ABOUT CEO SEARCH: Since the resignation of Scott Peters as CEO over 4 months ago, the Board has not named a permanent replacement. To assist the company, Mr. Thompson recommended a highly qualified CEO candidate. Instead of accepting this suggestion, the Board has selected one if its own, incumbent Board member Gary Hunt, to serve as interim CEO even though Hunt himself acknowledged in a recent press report that he is juggling many responsibilities (“The hardest part is overlaying the calendar demands (of the job) with my other life.”¹). In addition, according to the company’s own biography for Hunt, he has not recently had any meaningful

1 See “Grubb & Ellis Executives: Company Misunderstood,” Mark Mueller, August 11, 2008 (Volume 31; Issue 32), Orange County Business Journal. Attributes the quotation above to Hunt in the context of reviewing the company’s CEO search. Permission to excerpt herein was neither sought nor obtained.

brokerage, real estate advisory or public company experience in an executive capacity other than his brief experience as interim CEO of Grubb & Ellis. What’s more, the Board has agreed to pay him $50,000 a month for his services. In fact, Mr. Thompson has been informed that the Board has even agreed to provide Hunt with costly private jet travel. Is the Board planning to name Hunt as the permanent CEO of the company? We don’t know. Rather than conducting what we would view as a transparent process to identify a CEO, the Board has, in our opinion, said very little publicly about its search to fill the company’s most important management position. Can we trust this Board to effectively guide the company through unprecedented challenges if it has not even, in our view, managed its CEO search effectively?

· “REVOLVING DOOR” FOR MANAGEMENT AND BROKER RETENTION PROBLEMS: We believe that Grubb & Ellis has suffered a perilous level of turnover recently. But don’t take our word for it. A recent news story entitled “Revolving Door at Grubb & Ellis” described the fact that 3 Grubb & Ellis CEOs have come and gone since 2001 alone.² Another story noted that former CEO Peters’ resignation “marked the latest chapter in a long saga of management changes for the once-powerful brokerage.”³ Unfortunately, the damage has not been limited to the executive suite. In a candid assessment offered in a recent news article, a Grubb & Ellis executive acknowledged that the company has “not done a good job of retaining some of our brokers over the last several years, and I don’t know why that was.”⁴ Isn’t it time for a new direction at Grubb & Ellis?

· INCREASES IN DIRECTOR COMPENSATION: Mr. Thompson was steadfast in his opposition to increasing director compensation when he served on the Board. Against his objections, the Board substantially increased director compensation following the merger between Grubb & Ellis and NNN Realty Advisors, Inc. in December 2007. In fact, total compensation for the non-executive chairman now stands at $240,000 a year. Shouldn’t the company’s scarce resources be directed to maximizing shareholder value rather than richly compensating a Board with what is, in our view, a questionable record of accomplishment?

· LIQUIDATION OF ACQUISITION VEHICLE: According to public reports, in 2006, the company sponsored Grubb & Ellis Realty Advisors, which raised $143 million in a “blank check” IPO. This entity was meant to serve as a real estate acquisition vehicle, but it failed to obtain shareholder approval for its first acquisition. As a result, in March of this year, Grubb & Ellis Realty Advisors was forced to liquidate. We view this costly setback, which resulted in a reported $45.8 million in real estate impairment charges for Grubb & Ellis in the first 3 quarters of 2008, as damaging to the company’s brand. Should the incumbents who oversaw this failure be rewarded with new terms in office?

· STOCK BUYBACK PROGRAM SUSPENDED AT INOPPORTUNE TIME: In June 2008, the Board announced that it would stop paying dividends and instead implement a stock buyback program in order to, in its words, “return greater value to shareholders.” Grubb & Ellis proceeded to snap up $1.8 million worth of shares at an average price of $3.38 per share. Even though the program authorized the company to buy up to $25 million of stock and the stock closed yesterday a full 71% lower than the average buyback price, the Board recently determined to terminate the very buyback program it introduced to enhance shareholder value. If this isn’t the right time to buy back stock, when is?

MORE BUSINESS AS USUAL OR BUILDING A DYNAMIC FUTURE FOR OUR COMPANY?

The choice is yours. At great cost to shareholders, the Board has not accepted the olive branch we extended to it in an effort to work together collaboratively and has instead advanced its agenda with the full range of resources available to a public company, including lawyers arrayed across the country and a well-oiled public relations machine. BUT EVEN WITH ITS FORMIDABLE RESOURCES, THE BOARD CANNOT CAMPAIGN ITS WAY OUT OF ITS RECORD. LET’S SHOW THE BOARD THAT WE WON’T ACCEPT BUSINESS AS USUAL ANYMORE.

The future of your investment in Grubb & Ellis is at stake. Act today to protect your investment. We urge you to sign, date and return the enclosed GREEN proxy card immediately. Do not sign the white proxy card from Grubb & Ellis. If you have already done so, you may revoke your proxy by delivering a later-dated GREEN proxy card in the enclosed postage-prepaid envelope. If you have any questions about voting, or for more information, please call our proxy solicitor, D.F. King, toll-free at (888) 542-7446.

ANTHONY W. THOMPSON HAROLD A. ELLIS, JR. STUART A. TANZ

2 See article in National Real Estate Investor, Ben Johnson, September 1, 2008. Permission to excerpt herein was neither sought nor obtained.

3 See “Grubb & Ellis Seeks New CEO Amid Challenging Marketplace,” Ben Johnson, August 21, 2008, National Real Estate Investor. Permission to excerpt herein was neither sought nor obtained.

4 See “Grubb & Ellis looks to revamp, revitalize,” J.K. Dineen, October 6, 2008, San Francisco Business Times. The article, which describes some of the company’s recent challenges and its effort to rebuild its San Francisco office, attributes the quotation above to Greg Coxon, who is identified as “president of transaction services for the western division.” Permission to excerpt herein was neither sought nor obtained.