sc13g

-----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, DfEr1JitqCiMnky8W18ljJGFH1ypnIYT95Zoie6zFXmuqCItwDBxWDFxwmJ229G4 WNtf+MWenUQQFyLT7p5luQ== 0000950134-06-001130.txt : 20060125 0000950134-06-001130.hdr.sgml : 20060125 20060125162045 ACCESSION NUMBER: 0000950134-06-001130 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20060125 DATE AS OF CHANGE: 20060125 GROUP MEMBERS: ARCHON GEN-PAR INC GROUP MEMBERS: ARCHON GROUP LP GROUP MEMBERS: GOLDMAN SACHS & CO 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-32339 FILM NUMBER: 06549904 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: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13G 1 d32312sc13g.htm SCHEDULE 13G sc13g


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

Grubb & Ellis Company

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

400095204

(CUSIP Number)

January 19, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		400095204		Page		2		of		11


1	NAMES OF REPORTING PERSONS: Archon Group, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			47,731

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			47,731

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	47,731

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		400095204		Page		3		of		11


1	NAMES OF REPORTING PERSONS: Archon Gen-Par, Inc.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			47,731

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			47,731

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	47,731

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		400095204		Page		4		of		11


1	NAMES OF REPORTING PERSONS: The Goldman Sachs Group, Inc.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			681,894

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			681,894

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	681,894

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	7.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	HC/CO


CUSIP No.		400095204		Page		5		of		11


1	NAMES OF REPORTING PERSONS: Goldman, Sachs & Co.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	New York

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			681,894

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			681,894

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	681,894

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	7.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN/BD/IA


Item 1.

Item 1(a)		Name of Issuer:

		Grubb & Ellis Company

Item 1(b)		Address of Issuer's Principal Executive Offices:

		2215 Sanders Road, Suite 400, Northbrook, Illinois 60062

Item 2.

Item 2(a)		Names of Person Filing:

		Archon Group, L.P.
		Archon Gen-Par, Inc.
		The Goldman Sachs Group, Inc.
		Goldman, Sachs & Co.

Item 2(b)		Address or Principal Business Office or, if none, residence:

		Archon Group, L.P.
		600 Las Colinas Blvd., Suite 1980, Irving, Texas 75039

		Archon Gen-Par, Inc.
		85 Broad Street, New York, New York 10004

		The Goldman Sachs Group, Inc.
		85 Broad Street, New York, New York 10004

		Goldman, Sachs & Co.
		85 Broad Street, New York, New York 10004

Item 2(c)		Citizenship:

		Archon Group, L.P. -- Delaware
		Archon Gen-Par, Inc. -- Delaware
		The Goldman Sachs Group, Inc. -- Delaware
		Goldman, Sachs & Co. -- New York

Item 2(d)		Title of Class of Securities:

		Common Stock, $0.01 par value

Item 2(e)		CUSIP No.:

		400095204

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	a.		[ ] Broker or dealer registered under Section 15 of the Act.

	b.		[ ] Bank as defined in Section 3(a)(6) of the Act.

	c.		[ ] Insurance company as defined in Section 3(a)(19) of the Act.

	d.		[ ] Investment company registered under Section 8 of the Investment Company Act of 1940.

	e.		[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	f.		[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	g.		[ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	h.		[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	i.		[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

	j.		[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box: [x].

Item 4. Ownership*

(a)

Amount beneficially owned:


			See the response(s) to Item 9 on the attached cover page(s).

	(b)		Percent of class:

			See the response(s) to Item 11 on the attached cover page(s).

	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote:

			See the response(s) to Item 5 on the attached cover page(s).

	(ii)		Shared power to vote or to direct the vote:

			See the response(s) to Item 6 on the attached cover page(s).

	(iii)		Sole power to dispose or to direct the disposition of:

			See the response(s) to Item 7 on the attached cover page(s).

	(iv)		Shared power to dispose or to direct the disposition of:

			See the response(s) to Item 8 on the attached cover page(s).


*		In accordance with the Securities and Exchange Commission (the “SEC”) Release No. 34-39538 (January 12, 1998), this filing reflects the securities beneficially owned by the investment banking division (“IBD”) of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any other operating unit of GSG. IBD disclaims beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which IBD or its employees have voting or investment discretion, or both and (ii) certain investment entities, of which IBD is the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than IBD.


Item 5.		Ownership of 5% or Less of a Class.

		Not applicable

Item 6.		Ownership of More than 5 Percent on Behalf of Another Person

		Not applicable


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
		Holding Company or Control Person.

		See Exhibit 99.2

Item 8.		Identification and Classification of Members of the Group

		Not applicable

Item 9.		Notice of Dissolution of Group

		Not applicable

Item 10.		Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

Each Reporting Person certifies that, after reasonable inquiry and to the best of such Reporting Person’s knowledge and belief, the information set forth in this statement is true, complete and correct.


Dated: January 25, 2006	ARCHON GROUP, L.P.
	By:	/s/ Roger S. Begelman
		Name:	Roger S. Begelman
		Title:	Attorney-in-Fact

Dated: January 25, 2006	ARCHON GEN-PAR, INC.
	By:	/s/ Roger S. Begelman
		Name:	Roger S. Begelman
		Title:	Attorney-in-Fact

Dated: January 25, 2006	GOLDMAN, SACHS & CO.
	By:	/s/ Roger S. Begelman
		Name:	Roger S. Begelman
		Title:	Attorney-in-Fact

Dated: January 25, 2006	THE GOLDMAN SACHS GROUP, INC.
	By:	/s/ Roger S. Begelman
		Name:	Roger S. Begelman
		Title:	Attorney-in-Fact

INDEX TO EXHIBITS


Exhibit No.		Exhibit
99.1		Joint Filing Agreement, dated January 25, 2006, between The Goldman Sachs Group, Inc., Goldman, Sachs & Co., Archon Group, L.P., and Archon Gen-Par, Inc.

99.2		Item 7 Information

99.3		Power of Attorney, dated November 7, 2005, relating to The Goldman Sachs Group, Inc.

99.4		Power of Attorney, dated November 7, 2005, relating to Goldman, Sachs & Co.

99.5		Power of Attorney, dated November 16, 2005, relating to Archon Group, L.P.

99.6		Power of Attorney, dated November 16, 2005, relating to Archon Gen-Par, Inc.

EX-99.1 2 d32312exv99w1.htm JOING FILING AGREEMENT exv99w1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.01 par value, of Grubb & Ellis Company and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.


Dated: January 25, 2006	ARCHON GROUP, L.P.
	By:	/s/ Roger S. Begelman
		Name:	Roger S. Begelman
		Title:	Attorney-in-Fact

Dated: January 25, 2006	ARCHON GEN-PAR, INC.
	By:	/s/ Roger S. Begelman
		Name:	Roger S. Begelman
		Title:	Attorney-in-Fact

Dated: January 25, 2006	GOLDMAN, SACHS & CO.
	By:	/s/ Roger S. Begelman
		Name:	Roger S. Begelman
		Title:	Attorney-in-Fact

Dated: January 25, 2006	THE GOLDMAN SACHS GROUP, INC.
	By:	/s/ Roger S. Begelman
		Name:	Roger S. Begelman
		Title:	Attorney-in-Fact

EX-99.2 3 d32312exv99w2.htm ITEM 7 INFORMATION exv99w2

EXHIBIT 99.2

ITEM 7 INFORMATION

The securities being reported on by the The Goldman Sachs Group, Inc. (“GS Group”), as a parent holding company, are owned by Archon Group, L.P., a Delaware limited partnership, or are owned, or may be deemed to be beneficially owned, by Archon Gen-Par, Inc., as the general partner of Archon Group, L.P., or Goldman, Sachs & Co. (“Goldman Sachs”), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group.

EX-99.3 4 d32312exv99w3.htm POWER OF ATTORNEY - THE GOLDMAN SACHS GROUP, INC. exv99w3

EXHIBIT 99.3

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the “Company”) does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O’Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 7, 2005.

THE GOLDMAN SACHS GROUP, INC.



By:	/s/ Gregory K. Palm
	Name:	Gregory K. Palm
	Title:	Executive Vice President and General Counsel

EX-99.4 5 d32312exv99w4.htm POWER OF ATTORNEY - GOLDMAN, SACHS & CO. exv99w4

EXHIBIT 99.4

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the “Company”) does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O’Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 7, 2005.

GOLDMAN, SACHS & CO.



By:	/s/ Gregory K. Palm
	Name:	Gregory K. Palm
	Title:	Managing Director

EX-99.5 6 d32312exv99w5.htm POWER OF ATTORNEY - ARCHON GROUP, L.P. exv99w5

EXHIBIT 99.5

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that ARCHON GROUP, L.P. (the “Company”) does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O’Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 16, 2005.

ARCHON GROUP, L.P.

By: Archon Gen-Par, Inc.



By:	/s/ Elizabeth M. Burban
	Name:	Elizabeth M. Burban
	Title:	Vice President

EX-99.6 7 d32312exv99w6.htm POWER OF ATTORNEY - ARCHON GEN-PAR, INC. exv99w6

EXHIBIT 99.6

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that ARCHON GEN-PAR, INC. (the “Company”) does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O’Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 16, 2005.

ARCHON GEN-PAR, INC.



By:	/s/ Elizabeth M. Burban
	Name:	Elizabeth M. Burban
	Title:	Vice President

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