Grubb and Ellis Form 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pzq394XWQpVkmp++AOeAJmafMOkNeDna8iVgbkpe9ufQjHvKh5wg8teSkTDXVxop Ua0QzK9HcxtvsfDYkByxfw== 0000905729-02-000099.txt : 20020516 0000905729-02-000099.hdr.sgml : 20020516 20020516152747 ACCESSION NUMBER: 0000905729-02-000099 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020516 GROUP MEMBERS: C MICHAEL KOJAIAN GROUP MEMBERS: KOJAIAN VENTURES, L.L.C. GROUP MEMBERS: KOJAIAN VENTURES-MM, INC. GROUP MEMBERS: MICHAEL KOJAIAN 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: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32339 FILM NUMBER: 02654890 BUSINESS ADDRESS: STREET 1: 2215 SANDERS RD STREET 2: STE 400 CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 4159561990 MAIL ADDRESS: STREET 1: ONE MONTGOMERY ST STE 3100 STREET 2: TELESIS TWR 9TH FLR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KOJAIAN MIKE CENTRAL INDEX KEY: 0001029458 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1400 NORTH WOODWARD AVE SUITE 250 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486447600 MAIL ADDRESS: STREET 1: 1400 NORTH WOODWARD AVE SUITE 250 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 SC 13D/A 1 grubbs13da3051502.htm SCHEDULE 13D, AMENDMENT #3 Grubb and Ellis Form 13D - 5-15-02

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 3)¹

Grubb & Ellis Company

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

40009 52 0

(CUSIP Number)

C. Michael Kojaian
c/o Kojaian Ventures, L.L.C.
39400 Woodward Avenue, Suite 250
Bloomfield Hills, Michigan 48304
Telephone (240) 644-7600

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

May 13, 2002

(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 Rule 13d-1(e), 13d-1(f) or 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.

(Continued on the following pages)

(Page 1 of 13 Pages)

_________________
¹ 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 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

13D

Page 2 of 13 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mike Kojaian

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) x
		(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

850,844

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

850,844

SHARED DISPOSITIVE POWER

0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 850,844

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%*

14	TYPE OF REPORTING PERSON IN

* Based on 14,897,763 shares reported by the Company in its most recent Form 10-Q to have been outstanding as of January 31, 2002.

CUSIP NO. 40009 52 0

13D

Page 3 of 13 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) C. Michael Kojaian

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) x
		(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

850,842

SHARED VOTING POWER

1,337,358

SOLE DISPOSITIVE POWER

850,842

SHARED DISPOSITIVE POWER

1,337,358

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,188,200

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.7%*

14	TYPE OF REPORTING PERSON IN

* Based on 14,897,763 shares reported by the Company in its most recent Form 10-Q to have been outstanding as of January 31, 2002.

CUSIP NO. 40009 52 0

13D

Page 4 of 13 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kojaian Ventures, L.L.C.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) x
		(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,337,358

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,337,358

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,337,358

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0%*

14	TYPE OF REPORTING PERSON OO

* Based on 14,897,763 shares reported by the Company in its most recent Form 10-Q to have been outstanding as of January 31, 2002.

CUSIP NO. 40009 52 0

13D

Page 5 of 13 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kojaian Ventures-MM, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) x
		(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Michigan

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,337,358

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,337,358

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,337,358

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0%*

14	TYPE OF REPORTING PERSON CO

* Based on 14,897,763 shares reported by the Company in its most recent Form 10-Q to have been outstanding as of January 31, 2002.

This Amendment No. 3 to Schedule 13D is being filed on behalf of Mike Kojaian, C. Michael Kojaian, Kojaian Ventures, L.L.C., a Michigan limited liability company ("KV"), and Kojaian Ventures-MM, Inc., a Michigan corporation and managing member of KV ("KVMM"), relating to the common stock, par value $.01 per share ("Common Stock"), of Grubb & Ellis Company, a Delaware corporation (the "Company"). This Amendment No. 3 amends in certain respects Amendment No. 1 to Schedule 13D filed by Mike Kojaian and C. Michael Kojaian on February 13, 2001 ("Amendment No. 1") and Amendment No. 2 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, KV and KVMM on April 19, 2002 ("Amendment No. 2"). All items not reported in this Amendment No. 3 are herein incorporated by reference from Amendment No. 1 and Amendment No. 2.

Item 2.

Identity and Background

This Amendment No. 3 is being filed by Mike Kojaian, C. Michael Kojaian, KV and KVMM (collectively, the "Reporting Persons").

Mike Kojaian is the President and C. Michael Kojaian is the Executive Vice President and Treasurer of Kojaian Management Corporation, which is engaged in the business of managing commercial real estate. The address of the principal executive offices of Kojaian Management Corporation, which is the business address of each of Mike Kojaian and C. Michael Kojaian, is 39400 Woodward Avenue, Suite 250, Bloomfield Hills, Michigan 48304. During the last five years, neither Mike Kojaian nor C. Michael Kojaian has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither Mike Kojaian nor C. Michael Kojaian was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in him being 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 viola tion with respect to such laws. Each of Mike Kojaian and C. Michael Kojaian is a citizen of the United States of America.

The address of KV's principal business and its principal office is 39400 Woodward Avenue, Suite 250, Bloomfield Hills, Michigan 48304. KV's principal business is investing in real estate and other investments. During the last five years, neither KV nor any of its managers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, KV has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in KV or any of its managers being 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. KV is a limited liability company organized under Michigan law. It is wholly owned by C. Michael Kojaian.

The address of KVMM's principal business and its principal office is 39400 Woodward Avenue, Suite 250, Bloomfield Hills, Michigan 48304. KVMM's principal business is acting as the manager of KV. During the last five years, neither KVMM nor any of its officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, KVMM has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in KVMM or any of its officers or directors being 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. KVMM is a corporation incorporated under Michigan law. C. Michael Kojaian is President of KVMM.

Item 3.

Source and Amount of Funds or Other Consideration.

The contents of Item 3 of Amendment No. 1 are herein incorporated by reference. KV used available funds and investments to make the purchases of the Company's securities described in Items 4 and 6 below.

Item 4.

Purpose of Transaction.

The Common Stock owned by Mike Kojaian, C. Michael Kojaian and KV was acquired by each of them as an investment.

On May 13, 2002, KV and the Company closed the financing transaction pursuant to definitive documentation based upon that certain binding letter agreement dated April 14, 2002, (the "Letter Agreement"), as amended by a letter amendment dated May 13, 2002 (the "Letter Amendment"), the contents of each of which are herein incorporated by reference. Pursuant to the Securities Purchase Agreement dated May 13, 2002 by and between the Company and KV (the "Securities Agreement"), the contents of which are herein incorporated by reference, KV has acquired Common Stock and certain other securities of the Company. As of the May 13, 2002 closing, the Reporting Persons have acquired, or have the ability to acquire, effective voting control of the Company.

The Reporting Persons may from time to time in the future acquire or dispose of additional securities of the Company in open market or privately negotiated transactions, depending on market conditions and other considerations that the Reporting Persons deem relevant. As of the date of this Amendment No. 3, the Reporting Persons have no specific plans or proposals to acquire or dispose of securities of the Company, other than the transactions contemplated by the Letter Agreement, the Letter Amendment and the Securities Agreement.

C. Michael Kojaian has served as a director of the Company since December 11, 1996. The Reporting Persons may in the future consider changing the size or composition of the Company's Board of Directors. The Reporting Persons have no specific plans with respect to changes in the Company's Board of Directors as of the date of this Amendment No. 3.

The Common Stock is currently listed on the New York Stock Exchange ("NYSE") pursuant to a listing agreement (the "Listing Agreement"). In its Form 8-K Current Report dated April 15, 2002, the Company reported that, pursuant to the Listing Agreement, the Company will seek to obtain stockholder approval in connection with the transactions contemplated by the Letter Agreement. The Company further reported that in the event that the Company does not obtain the requisite stockholder approval, or obtain a waiver from the NYSE, the Company would be in violation of its Listing Agreement with the NYSE and its shares may be subject to delisting from the NYSE. As previously disclosed by the Company on January 22, 2002, the NYSE accepted the Company's proposed business plan to attain compliance with the NYSE's listing standards on or before July 4, 2003. As a result, the Common Stock continues to be traded on the NYSE, subject to the Company maintaining compliance with its busin ess plan, which is subject to periodic review by the NYSE. In the event that the Company is unable to

meet these requirements, the Company will be in violation of its Listing Agreement and its shares may be subject to delisting from the NYSE.

The Reporting Persons reserve the right to take any and all actions with respect to their respective investments in the Company as they from time to time may determine in the future in their sole discretion.

Item 5.

Interest in Securities of the Issuer

(a) Mike Kojaian is the beneficial owner of 850,844 shares of Common Stock through his direct ownership of 850,844 shares of Common Stock. These shares of Common Stock represent approximately 5.7% of the outstanding shares of Common Stock, based on 14,897,763 outstanding shares of Common Stock as of January 31, 2002, as reported in the Company's Form 10-Q for the quarter ended December 31, 2001.

C. Michael Kojaian is the beneficial owner of 2,188,200 shares of Common Stock through his direct ownership of 850,842 shares of Common Stock and indirect ownership of 1,337,358 shares of Common Stock. These shares of Common Stock represent approximately 14.7% of the outstanding shares of Common Stock, based on 14,897,763 outstanding shares of Common Stock as of January 31, 2002, as reported in the Company's Form 10-Q for the quarter ended December 31, 2001.

KV is the beneficial owner of 1,337,358 shares of Common Stock through its direct ownership of 1,337,358 shares of Common Stock. These shares represent approximately 9.0% of the outstanding shares of Common Stock based on 14,897,763 outstanding shares of Common Stock as of January 31, 2002, as reported in the Company's 10-Q for the quarter ended December 31, 2001.

KVMM is the beneficial owner of 1,337,358 shares of Common Stock through its indirect ownership of 1,337,358 shares of Common Stock. These shares represent approximately 9.0% of the outstanding shares of Common Stock based on 14,897,763 outstanding shares of Common Stock as of January 31, 2002, as reported in the Company's 10-Q for the quarter ended December 31, 2001.

(b) Mike Kojaian has sole voting and dispositive power over 850,844 shares of Common Stock and shared voting and dispositive power over 0 shares of Common Stock.

C. Michael Kojaian has sole voting and dispositive power over 850,842 shares of Common Stock and shared voting and dispositive power over 1,337,358 shares of Common Stock.

KV has sole voting and dispositive power over 0 shares of Common Stock and shared voting and dispositive power over 1,337,358 shares of Common Stock.

KVMM has sole voting and dispositive power over 0 shares of Common Stock and shared voting and dispositive power over 1,337,358 shares of Common Stock.

Mike Kojaian and C. Michael Kojaian and certain other persons are parties to a Voting Agreement dated January 24, 1997 concerning the voting of shares of the Company's Common Stock, as described in Item 6 below, the contents of which are herein incorporated by reference. However, each of Mike Kojaian and C. Michael Kojaian reserve the right to act independently with respect to the shares of Common Stock owned by them and disclaim beneficial ownership of the shares of Common Stock owned by the other.

(c) In the sixty (60) days prior to the date of this report, none of the Reporting Persons engaged in any transactions with respect to the Common Stock.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

On May 13, 2002, the closing of the transactions contemplated by the Letter Agreement and Letter Amendment took place. Pursuant to the terms of the Letter Agreement, the Letter Amendment and the Securities Agreement, KV has provided the Company with the funding necessary for the Company to replace the financing (the "Warburg Financing") that it had recently received from its majority stockholder, Warburg, Pincus Investors, L.P. ("Warburg") upon terms similar to the Warburg Financing, subject to the differences set forth in the Letter Agreement, the Letter Amendment and the Securities Agreement.

On the May 13, 2002 closing, KV paid to the Company an aggregate of $15,395,931, (which is inclusive of the $1,000,000 good faith deposit delivered by KV to the Company upon the signing of the Letter Agreement) which provided the Company with the necessary funds to (i) repay the Company's $5,000,000 subordinated promissory note and accrued interest thereon of $137,500.00, (ii) pay up to $100,000 of Warburg's reasonable, documented out-of-pocket expenses associated with the Company's $5,000,000 subordinated promissory note, (iii) repurchase, at cost, 1,337,358 shares of Common Stock held by Warburg for a price per share of $3.11, or an aggregate purchase price of $4,158,431, and (iv) pay down $6,000,000 of revolving debt under the Company's credit facility. In exchange therefore, KV received (i) a convertible subordinated promissory note in the principal amount of $11,237,500 (the "KV Debt"), and (ii) 1,337,358 shares of Common Stock at a price of $3.11 per share.

The KV Debt is convertible, generally at the option of the holder, into shares of the Company's Series A Preferred Stock. The Series A Preferred Stock has veto rights with respect to certain corporate transactions and voting power equivalent to its liquidation preference on all matters that are subject to a stockholder vote. As of the May 13, 2002 closing, after giving effect of the conversion of the KV Debt into Series A Preferred Stock, KV and its affiliates have acquired or have the ability to acquire between 50% and 55% of the voting power of the Company.

The foregoing is a summary of the terms of the Letter Agreement, the Letter Amendment and the Securities Agreement and does not purport to be a complete discussion of those documents. Accordingly, the foregoing is qualified in its entirety by reference to the full text of

the documents pertaining to the transaction, which are each filed as an exhibit to this Amendment No. 3 and herein incorporated by reference. The terms of the Letter Agreement are also described in further detail in Item 1 of the Company's Form 8-K Current Report dated April 15, 2002, and the terms of the Letter Amendment and the Securities Agreement are also described in further detail in Item 1 of the Company's Form 8-K Current Report dated May 14, 2002.

Mike Kojaian and C. Michael Kojaian (collectively, "the Kojaian Shareholders"), Archon Group, L.P. ("ALP"), and Warburg (along with Warburg and ALP, the "Shareholders") are parties to a letter agreement, dated January 24, 1997 (the "Voting Agreement"), whereby each agreed to (1) vote all of the shares of Common Stock owned by such Shareholder, and (2) cause directors nominated by such Shareholder to vote to nominate directors, as follows: (i) if and so long as the Kojaian Shareholders, or any transferee owned or controlled by them that agrees to be bound by the terms of such letter agreement, beneficially owns 1,250,000 shares of Common Stock, for a director nominee selected by a majority of the Kojaian Shareholders, who shall be a Kojaian Shareholder or an officer or partner of any entity owned or controlled by any of the Kojaian Shareholders, to be nominated and elected to the Company's Board of Directors; (ii) if and so long as Warburg beneficially owns 5,059,169 shar es of Common Stock, for those nominees designated by Warburg, who shall be officers of Warburg or any of its venture banking affiliates, to be nominated and elected to the Company's Board of Directors; and (iii) if and so long as ALP beneficially owns 1,250,000 shares of Common Stock, for a director nominee designated by ALP who shall be an employee of ALP, Goldman, Sachs & Co. or an affiliate thereof, to be nominated and elected to the Company's Board of Directors. The Voting Agreement is terminable in the event that all directors nominated by any of Warburg, the Kojaian Shareholders, or ALP either resign or decline to be nominated for reelection and no other nominees are nominated by such Shareholder or such Shareholder fails to nominate any director or directors for election (a "Terminated Shareholder"), in which case (a) the rights and obligations of such Terminated Shareholder under the Voting Agreement shall terminate with respect to such Terminated Shareholder and (b) each remaining Shareholder sh all have no obligation hereunder toward or with respect to such Terminated Shareholder or its nominees.

The Company, Warburg, Joe F. Hanauer, Mike Kojaian and C. Michael Kojaian entered into a Registration Rights Agreement dated as of December 11, 1996. Pursuant to that agreement, Mike Kojaian and C. Michael Kojaian have the right to demand that the Company file up to three registration statements with respect to sales of Common Stock by Mike Kojaian and C. Michael Kojaian, and Mike Kojaian and C. Michael Kojaian also have "piggyback" registration rights to participate in certain other registered offerings of Common Stock.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1	Letter Agreement dated April 14, 2002 by and between the Company and KV. Filed as Exhibit 1 to the Amendment No. 2 to the Schedule 13D of Mike Kojaian, C. Michael Kojaian, Kojaian Ventures, L.L.C. and Kojaian Ventures-MM, Inc. filed on April 19, 2002 and herein incorporated by reference.

Exhibit 2	Letter Amendment dated May 13, 2002 by and between the Company and KV. Filed as Exhibit 1 to the Company's Form 8-K Current Report filed on May 14, 2002 and herein incorporated by reference.

Exhibit 3	Securities Purchase Agreement dated May 13, 2002 by and between the Company and KV. Filed as Exhibit 2 to the Company's Form 8-K Current Report filed on May 14, 2002 and herein incorporated by reference.

Exhibit 4	Convertible Subordinated Promissory Note and Security Agreement in the principal amount of $11,195,833.33 dated May 13, 2002. Filed as Exhibit 3 to the Company's Form 8-K Current Report filed on May 14, 2002 and herein incorporated by reference.

Exhibit 5	Certificate of Amendment of Certificate of Designations, Number, Voting Powers, Preferences and Rights of Series A Preferred Stock of Grubb & Ellis Company. Filed as Exhibit 4 to the Company's Form 8-K Current Report filed on May 14, 2002 and herein incorporated by reference.

Exhibit 6	Fourth Amendment to amended and restated term loan and revolving credit facility dated December 31, 2000, by and among the Company, various financial institutions, and Bank of America, N.A., as agent and lender. Filed as Exhibit 5 to the Company's Form 8-K Current Report filed on May 14, 2002 and herein incorporated by reference.

Exhibit 7	Joint Filing Agreement dated May 15, 2002 by and among the Reporting Persons.

Exhibit 8	Voting Agreement, dated January 24, 1997, among ALP, Warburg, Mike Kojaian, Kenneth Kojaian and C. Michael Kojaian. Filed as Exhibit 3 to the Amendment No. 2 to the Schedule 13D of Mike Kojaian, C. Michael Kojaian, Kojaian Ventures, L.L.C. and Kojaian Ventures-MM, Inc. filed on April 19, 2002 and herein incorporated by reference.

Exhibit 9	Registration Rights Agreement, dated December 11, 1996, among the Company, Warburg, Joe F. Hanauer, Mike Kojaian, Kenneth Kojaian and C. Michael Kojaian. Filed as Exhibit 2 to the Schedule 13D of Mike Kojaian, Kenneth Kojaian and C. Michael Kojaian filed on December 23, 1996 and herein incorporated by reference.

SIGNATURES

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: May 15, 2002		/s/ Mike Kojaian
		Mike Kojaian



Dated: May 15, 2002		/s/ C. Michael Kojaian
		C. Michael Kojaian

Dated: May 15, 2002		KOJAIAN VENTURES, L.L.C.


		By: Kojaian Ventures-MM, Inc., its Managing Member


		By /s/ C. Michael Kojaian
		C. Michael Kojaian, President


Dated: May 15, 2002		KOJAIAN VENTURES-MM, INC.


		By /s/ C. Michael Kojaian
		C. Michael Kojaian, President

EX-7 3 grubbex7051502.htm EXHIBIT 7 Grubb and Ellis Exhibit 2 to Form 13D/A3 - 5-15-02

EXHIBIT 7

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to file with the Securities and Exchange Commission Amendment No. 3 to Schedule 13D (the "Amendment"), with respect to the Common Stock of Grubb & Ellis Company. The undersigned agree that the Amendment will be filed on behalf of each and all of them. Each of the undersigned agrees that he or it shall be responsible for the accuracy and completeness of the information concerning him or it contained in the Amendment. This agreement may be executed in any number of counterparts, which taken together shall constitute one and the same document.

Dated: May 15, 2002		/s/ Mike Kojaian
		Mike Kojaian



Dated: May 15, 2002		/s/ C. Michael Kojaian
		C. Michael Kojaian

Dated: May 15, 2002		KOJAIAN VENTURES, L.L.C.


		By: Kojaian Ventures-MM, Inc., its Managing Member


		By /s/ C. Michael Kojaian
		C. Michael Kojaian, President


Dated: May 15, 2002		KOJAIAN VENTURES-MM, Inc.


		By /s/ C. Michael Kojaian
		C. Michael Kojaian, President

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