-----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, DShWQwqOuNSIE51AJpNmOTuhSxtxE0r/IKLY7oY0ayclVtJ7l0ZmZt1AbzqQn7DW rWjbzCzcXvHdnl5yFMMC9A== 0001104659-08-065789.txt : 20081027 0001104659-08-065789.hdr.sgml : 20081027 20081027080048 ACCESSION NUMBER: 0001104659-08-065789 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20081027 DATE AS OF CHANGE: 20081027 GROUP MEMBERS: SHARON THOMPSON 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: 081141274 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 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 SC 13D/A 1 a08-26873_1sc13da.htm SC 13D/A

	UNITED STATES
	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)

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 Persons
Authorized to Receive Notices and Communications)

October 24, 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 Sections 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 Section 240.13d-7(b) 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).

SCHEDULE 13D

CUSIP No. 40009 52 0

	1	Name of Reporting Person 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 4,080,936

			8	Shared Voting Power 4,591,772

			9	Sole Dispositive Power 4,080,936

			10	Shared Dispositive Power 4,591,772

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,672,708*

	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) 13.3%

	14	Type of Reporting Person (See Instructions) IN

* Mr. Thompson may be deemed to be the beneficial owner of 8,672,708 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; and (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. In addition to the foregoing description and the share ownership reported on the table above, Mr. Thompson presently expects that approximately 528,000 shares being held in escrow in accordance with the terms of that certain Letter Agreement regarding transfer of shares of common stock of NNN Realty Advisors, Inc. (which shares were subsequently converted into shares of common stock of Grubb & Ellis Company) from Anthony W. Thompson to Scott D. Peters, dated December 6, 2007 (the “Letter Agreement”), will be transferred to Mr. Thompson in accordance with the terms of the Letter Agreement and, upon the completion of such transfer, Mr. Thompson will be the legal and beneficial owner of such shares. Although Mr. Thompson does not presently know with certainty when such transfer will be effected, he reasonably believes that it will be completed within 60 days of the date of this report.

CUSIP No. 40009 52 0

	1	Name of Reporting Person 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. 2 (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 (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”). Items 2, 4 and 7 of the Schedule 13D are hereby amended and supplemented as follows:

Item 2.	Identity and Background
This Item 2 is hereby amended by adding the following: This Amendment is being furnished by the Reporting Persons. Sharon Thompson resides at 51 Ritz Cove Drive, Monarch Beach, CA 92629. During the last five years, Mrs. Thompson has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. Mrs. Thompson is a citizen of the United States.

Item 4.	Purpose of Transaction
This Item 4 is hereby amended by adding the following: On October 24, 2008, Mr. Thompson submitted a letter to the Company (a copy of which is attached to this filing as Exhibit 99.3, the “Nomination and Notice Letter”) (i) nominating himself and two other director candidates to stand for election to the Company’s Board of Directors (the “Board”) at the Company’s annual stockholder meeting scheduled for December 3, 2008 (the “Annual Meeting”) and (ii) advising it that Mr. Thompson intends to present stockholder proposals at the Annual Meeting that, if adopted, would amend the Amended and Restated Bylaws of the Company (the “Bylaws”) to prevent the Board from delaying the Annual Meeting or adjourning any stockholder meeting without stockholder approval if a quorum is present. On October 24, 2008, Mr. Thompson submitted a letter (a copy of which is attached to this filing as Exhibit 99.4, the “Demand Letter”) to the Company pursuant to Section 220 of the Delaware General Corporation Law demanding the right to inspect the Company’s stockholder list and certain other related materials. As a result of the delivery of the Nomination and Notice Letter and the Demand Letter to the Company, Mr. Thompson may engage in discussions with the Company’s stockholders, management or Board concerning the matters described above.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer
This Item 6 is hereby amended and restated as follows: Except as provided in the Letter Agreement (as defined below) or as described elsewhere in this Schedule 13D, neither of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to securities of the Issuer. On December 6, 2007, Mr. Thompson and Scott D. Peters, the former Chief Executive Officer and President of the Company, entered into that certain Letter Agreement regarding transfer of shares of common stock of NNN Realty Advisors, Inc. from Anthony W. Thompson to Scott D. Peters (a copy of which is attached to this filing as Exhibit 99.5, the “Letter Agreement”) pursuant to the terms of which Mr. Thompson assigned 600,000 shares of the common stock of NNN Realty Advisors, Inc. (which shares were subsequently converted into approximately 528,000 shares of the common stock of the Company) to Mr. Peters, it being agreed that such shares were to be held in escrow (the “Escrowed Shares”) pending certain vesting and forfeiture events specified in the Letter Agreement. The Escrowed Shares are presently being held in escrow in accordance with the terms of the Letter Agreement, however, as described elsewhere in this report, Mr. Thompson presently expects that the Escrowed Shares will be transferred to Mr. Thompson in accordance with the terms of the Letter Agreement and, upon the completion of such transfer, Mr. Thompson will be the legal and beneficial owner of such shares. Although Mr. Thompson does not presently know with certainty when such transfer will be effected, he reasonably believes that it will be completed within 60 days of the date of this report.

Item 7.	Material to Be Filed as Exhibits
Exhibit 99.3 Nomination and Notice Letter from Anthony W. Thompson to the Company, dated October 24, 2008. Exhibit 99.4 Demand Letter from Anthony W. Thompson to the Company, dated October 24, 2008. Exhibit 99.5 Letter Agreement, dated December 6, 2007. Exhibit 99.6 Joint Filing Agreement, dated October 27, 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: October 27, 2008

	/s/ Sharon Thompson
	Sharon Thompson

Date: October 27, 2008

EX-99.3 2 a08-26873_1ex99d3.htm EX-99.3

Exhibit 99.3

[Letterhead of Anthony W. Thompson]

October 24, 2008

By First Class U.S. Mail and Federal		By Hand
Express		Grubb & Ellis Company
Grubb & Ellis Company		c/o National Registered Agents, Inc.
1551 North Tustin Avenue, Suite 300		160 Greentree Drive, Suite 101
Santa Ana, CA 92705		Dover, DE 19904
Attention: Andrea R. Biller, Secretary (or any successor Secretary)		Attention: Andrea R. Biller, Secretary (or any successor Secretary)

Re: Notice of Nomination of Candidates for Election to the Board of Directors and Proposed Amendments to the Bylaws

Dear Secretary:

This notice of my decision, as the direct record owner of 2,699,730 shares and the beneficial owner of 8,672,708 shares (the “Shares”) of common stock, par value $0.01, of Grubb & Ellis Company, a Delaware corporation (the “Company”), to propose the nomination of, and nominate, candidates for election to the Board of Directors of the Company (the “Board”) at the upcoming annual meeting of stockholders of the Company presently scheduled for December 3, 2008 (including any adjournment or postponement thereof or any special meeting that may be called in lieu thereof, the “Annual Meeting”) is being delivered in accordance with the requirements (the “Nomination Requirements”) set forth under Section 3.03 of Article III of the Company’s Bylaws (as presently in effect, the “Bylaws”).

Pursuant to the Nomination Requirements, this notice sets forth with respect to each of the Nominees (as defined below): (a) the name, age and business address of such person; (b) the principal occupation or employment of such person; and (c) the total number of Shares that to the best of my knowledge and belief will be voted for each of the Nominees. In addition, in accordance with the Nomination Requirements, this notice sets forth my name and residence address.

This notice also hereby notifies you of my intention to propose that the Bylaws be amended, as further described in Section C below and on Appendix II hereto, by the stockholders of the Company at the Annual Meeting.

A. BACKGROUND

On June 26, 2008, against the backdrop of a dramatic plunge in the price of the Company’s stock, I submitted a letter to the Board in which I expressed my grave concern about the direction of the Company. In the months since I had left the Board in February of 2008, the Company had announced poor results, been wracked by management turnover, and suffered an expensive and embarrassing setback when the

special purpose acquisition vehicle that it sponsored unceremoniously failed. I requested at that time that I be reappointed to the Board so that I could help preserve and enhance stockholder value by sharing firsthand both my strategic vision for our Company and my more than 35 years of experience in the real estate investment industry, including as chairman of the Company’s Board. As you know, I played an integral role in developing the divisions that are responsible for producing the bulk of the Company’s present cash flow. Nevertheless, the Board refused my request to be reappointed.

Since that time, I have repeatedly made the case to certain members of the Board that a change in direction is needed in order to turn the page on the problems of the past and take the steps necessary to build a dynamic future for our Company. In these conversations, I suggested that the Company embark on an aggressive program to reinvigorate its core service offerings and proactively seek out the opportunities presented by current market conditions. I urged the Company to strengthen its management team by selecting qualified outsiders to fill vacancies in critical senior management positions. I encouraged certain members of the Board to bring fresh perspectives to the deliberations of the Board itself by nominating new director candidates, including those recommended by the Company’s stockholders, who have been made to bear the brunt of the Company’s difficulti es and should have a direct voice in its future direction.

Unfortunately, these discussions have not been fruitful. The Company has not acted upon any of the recommendations for reform described above nor has it succeeded in convincing the capital markets that it is on the right path. On the contrary, the Board has presided over a staggering erosion in the price of the Company’s shares in the past 6 months.

Since, in the face of its continued decline, the Company has rebuffed my suggestions at every turn, I feel that I have no choice but to take my call for reform directly to the stockholders by nominating a slate of highly qualified and experienced director nominees to stand for election at the Annual Meeting against the incumbent slate. One of the Nominees, Mr. Harold A. Ellis, Jr., co-founded the Company in 1958 and served as its Chairman and CEO until 1992. Each of the Nominees understands well the acute challenges the Company faces and is committed to acting in the best interests of the Company and its stockholders. In addition, I am proposing that certain amendments to the Bylaws, as further described in Section C below and on Appendix II hereto, be submitted to and adopted by the stockholders of the Company in order to ensure that the Board does not create obstacles to the election of the Nominees.

I regret that the intransigence of the Company has prevented it from recognizing the value of the suggestions I have advanced and independently implementing them. I firmly believe that the Company is not well served by expending its limited resources to mount a proxy contest. Accordingly, although I remain firmly committed to electing the Nominees, I am also receptive to the possibility of reaching a consensual accommodation which takes seriously my expressed concerns.

B. NOTICE OF NOMINATION OF CANDIDATES FOR ELECTION TO THE BOARD

Under Article SIXTH of the Company’s Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), the Company’s directors are divided into three classes. According to publicly available information and discussions with Company representatives, there are currently eight sitting directors serving on the Board, which Board is divided into three classes: A, B and C. Each class is designed to have three sitting directors serve per term, however, I understand that there is presently a vacancy in Class A. The terms of the two Class A directors presently in office will expire on the date of the Annual Meeting. At the Annual Meeting, new Class A directors will be elected to three year terms.

I hereby propose the nomination of, and nominate, the individuals identified in the next sentence and listed on Appendix I hereto (the “Nominees”) for election to the Board to (i) succeed the two current Class A directors whose terms expire at the Annual Meeting (or any director named to fill any vacancy created by the death, retirement, resignation or removal of either such director) and (ii) serve as the third director on Class A of the Board (or succeed any director hereafter named to fill the existing vacancy thereon). I hereby propose the nomination of, and nominate, Stuart A. Tanz, Harold A. Ellis, Jr., and the undersigned, Anthony W. Thompson, to serve as directors on Class A of the Board. I reserve the right to nominate, substitute or add additional persons (a) in the event that the Company or the Board purports to increase the number of directorships on the Board so that I am able to nominate a director candidate for each additional directorship purportedly created, (b) if the Company announces or purports to make any changes to its Bylaws or announces or purports to take any other action that has, or if consummated would have, the effect of disqualifying any of the Nominees or any additional nominee nominated pursuant to the preceding clause (a) and/or (c) in the event any of the Nominees named on Appendix I is unable, or hereafter becomes unwilling, for any reason to serve as a director. Additional nominations made pursuant to the preceding clauses (a) and/or (b) are without prejudice to my position that any attempt to increase the size of the Board or disqualify any Nominee through amendments to the Bylaws constitutes unlawful manipulation of the Company’s corporate machinery and that the Certificate of Incorporation fixes the size of the Board at nine members.

C. NOTICE OF PROPOSED AMENDMENTS TO THE BYLAWS

As described above, I intend to propose that the Bylaws be amended (the “Bylaw Reforms”) by the stockholders of the Company at the Annual Meeting. Article V of the Certificate of Incorporation and Section 8.05 of ARTICLE VIII of the Bylaws each provide, in relevant part, that the Bylaws may be amended upon the affirmative vote of the holders of at least a majority of the outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors.

The Bylaw Reforms are designed to ensure that the Board does not create obstacles to the election of the Nominees. If adopted by the stockholders, the Bylaw

Reforms would prevent the Board from delaying the Annual Meeting or adjourning any stockholder meeting without stockholder approval if a quorum is present. The Bylaw Reforms are expected to be submitted to the stockholders of the Company in substantially the form set forth on Appendix II hereto, although I reserve the right to make modifications to the language proposed thereon as I deem appropriate following the date of this notice.

The information included herein represents my best knowledge as of the date hereof. I reserve the right, in the event such information shall be or become inaccurate, to provide corrective information to the Company, although I do not commit to update any information which may change from and after the date hereof.

If this notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of the Nominees at the Annual Meeting, or if any individual nominee shall be unable to serve for any reason, this notice shall continue to be effective with respect to any replacement nominee whom I have selected.

I reserve the right to give further notice of additional nominations or business to be conducted at the Annual Meeting or any other meeting of the Company’s stockholders.

Please direct any questions regarding the information contained in this notice to Kenneth J. Baronsky, Esq., Milbank, Tweed, Hadley & McCloy LLP, 601 S. Figueroa Street, 30^th Floor, Los Angeles, California, 90017, (213) 892-4000 (Telephone), (213) 892-4733 (Facsimile) or Stephen E. Jenkins and Richard I. G. Jones, Jr., Ashby & Geddes, P.O. Box 1150, 500 Delaware Avenue, Wilmington, DE 19899, (302) 654-1888 (Telephone), (302) 654-2067 (Facsimile).

IN WITNESS WHEREOF, the undersigned has caused this notice to be duly executed on the date first above written.

	/s/ Anthony W. Thompson
	Anthony W. Thompson

APPENDIX I

CERTAIN ADDITIONAL INFORMATION RELATING TO THE NOMINEES

The following table sets forth (a) the name, age and business address of each of the Nominees; (b) the principal occupation or employment of each such Nominee; (c) the name and residence address of the nominating shareholder, Anthony W. Thompson; (d) the total number of Shares that to the best of Anthony W. Thompson’s knowledge and belief will be voted for each of the Nominees; and (e) certain other information with respect to the Nominees. This information has been furnished by the Nominees.

Anthony Thompson, 61	Chairman and Chief Operating	Business Address:
	Officer, Thompson National Properties, LLC	Thompson National Properties, LLC
		1901 Main Street, Suite#108
		Irvine, CA 92614

		Residence Address:
		51 Ritz Cove Drive
		Monarch Beach, CA 92629-4231

Stuart A. Tanz, 49	Chief Executive Officer, United Income Properties	United Income Properties Inc.
		1750 La Costa Meadows Drive
		San Marcos, CA 92078

Harold A. Ellis, Jr., 77	Chairman, Ellis Partners LLC	Ellis Partners LLC
		111 Sutter Street, Ste. 800
		San Francisco, CA 94104

As of the date hereof, Anthony W. Thompson believes that all of the Shares beneficially owned by Mr. Thompson and the Nominees, which he believes represents a total of approximately 8,673,620 Shares, will be voted in favor of the election of the Nominees at the

Annual Meeting. At this time, Mr. Thompson does not have any further knowledge concerning whether other holders of Shares will vote in favor of the election of the Nominees at the Annual Meeting. In addition, each of the Nominees reserves the right to purchase or sell Shares after the date hereof in the open market, in privately negotiated transactions or otherwise.

APPENDIX II

PROPOSED TEXT OF THE BYLAW REFORMS

PROPOSAL 1

“RESOLVED, that Section 2.01 of ARTICLE II of the Amended and Restated Bylaws of the Corporation be and hereby is amended and restated as follows:

‘Section 2.01. Annual Meetings. Annual Meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution; provided, however, that the Annual Meeting of stockholders of the Corporation for the year 2008 shall be held on December 3, 2008 and shall not be delayed to a later date. At such meeting, Class A directors shall be elected and any other proper business may be transacted.’”

PROPOSAL 2

“RESOLVED, that Section 2.05 of ARTICLE II of the Amended and Restated Bylaws of the Corporation be and hereby is amended and restated as follows:

‘Section 2.05 Quorum. Except in the case of any meeting for the election of directors summarily ordered as provided by law, or as otherwise specified in the Certificate of Incorporation or these Bylaws, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or any adjournment thereof. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time, but no other business may be transacted. At any adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Notwithstanding the foregoing provisions of this Section 2.05, a stockholder meeting at which a quorum is present may not be adjourned unless such adjournment is approved by at least a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat.’”

EX-99.4 3 a08-26873_1ex99d4.htm EX-99.4

Exhibit 99.4

[Letterhead of Anthony Thompson]

October 24, 2008

By First Class US Mail and Federal Express		By Hand
Grubb & Ellis Company		Grubb & Ellis Company
1551 North Tustin Avenue, Suite 300		c/o National Registered Agents, Inc.
Santa Ana, CA 92705		160 Greentree Drive, Suite 101
Attention: Andrea R. Biller, Secretary (or any successor Secretary)		Dover, DE 19904 Attention: Andrea R. Biller, Secretary (or any successor Secretary)

Re: Demand For Inspection of Books and Records of Grubb & Ellis Company Pursuant to 8 Del. C. § 220

Dear Secretary:

As you are aware, I am a record and beneficial holder of shares of the common stock, par value $0.01, of Grubb & Ellis Company, a Delaware corporation (the “Company”).

Pursuant to Section 220 of the Delaware General Corporation Law, I hereby demand the right (by my attorneys, consultants, or other agents), during the usual hours of business, to inspect the following books, records and other documents of the Company and to make copies or extracts therefrom, by no later than 5 business days from the date of this letter.

Documents Requested.

1. A list of the stockholders of the Company (in hard copy and on compact disc, or similar electronic media), certified by its transfer agent, showing the name and address of each stockholder who is entitled to vote for the election of directors of the Company and the number of shares of stock registered in the name of each stockholder, as of the most recent record date for which it has been compiled and as of the record date of the annual stockholder meeting of the Company scheduled for December 3, 2008 (the “Annual Meeting”).

2. All information in, or which comes into, the possession or control of the Company, or which can be obtained from nominees of any central certificate depository system, or from banks, brokers or dealers, concerning the number and identity of the actual beneficial owners of the Company’s stock including, but not limited to, a breakdown of any holdings in the name of CEDE & Co. or any other similar nominee of a central certificate depository system and any omnibus proxies or respondent bank listings from such entities, in each case, including an update in full as of the record date for the Annual Meeting, and as of the conclusion of the Annual Meeting.

3. All information in, or which comes into, the possession or control of the Company, or which can be obtained from brokers, dealers, banks, clearing agencies, voting trustees, inspectors of election, or other nominees concerning the names, addresses and number of shares of record and/or the non-objecting beneficial owners and consenting beneficial owners of the stock of the Company, in each case, including an update in full as of the record date for the Annual Meeting and as of the conclusion of the Annual Meeting.

4. A list of stockholders of the Company who are participants in any Company employee stock ownership, stock purchase, stock option, retirement, restricted stock, incentive, profit sharing, dividend reinvestment or any similar plan in which voting of stock under the plan is controlled, directly or indirectly, individually or collectively, by such plan’s participants, showing (i) the name and address of each such participant, (ii) the number of shares of stock attributable to each such participant in any such plan, and (iii) the method to communicate with each such participant, as well as the name, firm and phone number of the trustee or administrator of such plan, and a detailed explanation of the treatment not only of shares for which the trustee or administrator receives instructions from participants, but also shares for which either they do not receive instructions or shares which are outstanding in the plan but are unallocated to any participant.

Purpose. I seek the documentary materials and other information identified above in connection with my intention to run a proxy contest to (i) elect three Class A directors to the Board of Directors of the Company at the Annual Meeting, as further described in my letter to the Company, dated October 24, 2008 (the “Letter”), nominating the director candidates to stand for election at the Annual Meeting and (ii) amend the Amended and Restated Bylaws of the Company in the manner set forth in the Letter.

I will bear the reasonable costs incurred by the Company in connection with the inspection and copying requested herein.

Because of the imminence of the Annual Meeting, I request that you waive the notice period of 5 business days provided by law and make the stockholder list materials requested above available to me immediately so that the stockholders of the Company may have the fullest opportunity to consider the relevant soliciting materials expected to be issued. Please advise immediately whether you will voluntarily supply the requested information.

I hereby authorize Kenneth J. Baronsky of Milbank, Tweed, Hadley & McCloy LLP, Stephen E. Jenkins and Richard I. G. Jones, Jr. of Ashby & Geddes, and Richard Grubaugh of

D.F. King & Co., Inc. and their respective partners, associates, employees and any other persons designated by them, acting together, singly or in combination, to conduct, as my agents, the inspection and copying requested herein and otherwise to act on my behalf pursuant to the attached power of attorney.

Please have your counsel advise my counsel where and when the aforementioned books, records and other documents will be available for inspection and copying. Mr. Baronsky can be reached at Milbank, Tweed, Hadley & McCloy LLP, 601 South Figueroa Street, Suite 3000, Los Angeles, CA 90017 (Telephone: 213-892-4333; Facsimile: 213-892-4733; E-mail: kbaronsky@milbank.com). Mr. Jenkins and Mr. Jones may be reached at Ashby & Geddes, P.O. Box 1150, 500 Delaware Avenue, Wilmington, DE 19899 (Telephone: 302-654-1888; Facsimile: 302-654-2067; E-mail: sjenkins@ashby-geddes.com or rjones@ashby-geddes.com, respectively).

	Very truly yours,

	/s/ Anthony W. Thompson
	Anthony W. Thompson

Verification and Power of Attorney

State of California

County of Orange

BE IT REMEMBERED that, the undersigned, Anthony W. Thompson personally appeared before me, who being duly sworn, deposes and says:

1. That the foregoing is the undersigned’s letter of demand for the inspection of designated stocklist materials and books and records of the Company and that the statements made in such letter are true and correct.

2. That the letter designates (a) Milbank, Tweed, Hadley & McCloy LLP and Kenneth J. Baronsky; (b) Ashby & Geddes, Stephen E. Jenkins and Richard I. G. Jones, Jr.; and (c) D.F. King & Co., Inc. and Richard Grubaugh; and their respective partners, associates, employees, and other persons to be designated by them, acting together, singly, or in combination, as the undersigned’s attorney or agent to conduct such inspection, and that the foregoing and this verification are the undersigned’s power of attorney authorizing the foregoing persons to act on behalf of the undersigned.

	/s/ Anthony W. Thompson
	Anthony W. Thompson

SWORN TO AND SUBSCRIBED BEFORE ME

this 24th day of October, 2008

/s/ Amy Tracey
Notary Public

EX-99.5 4 a08-26873_1ex99d5.htm EX-99.5

Exhibit 99.5

December 6, 2007

Scott D. Peters

c/o NNN Realty Advisors, Inc.

1551 North Tustin Avenue, Suite 300

Santa Ana, CA 97205

Re:

Letter Agreement (“Agreement”) regarding transfer of shares of common stock of NNN Realty Advisors, Inc. from Anthony W. Thompson to Scott D. Peters

Dear Scott:

In recognition of your efforts on behalf of NNN Realty Advisors, Inc. (“Company”), I, Anthony W. Thompson (“Assignor”), hereby transfer and convey to you, Scott D. Peters (“Assignee”), 600,000 shares of Company common stock, $0.01 par value (the “Shares”), with such transfer to be effective on the day (the “Transfer Date”) prior to the Effective Time, as such term is defined in the Agreement and Plan of Merger, dated as of May 22, 2007, by and between Company, Grubb & Ellis Company (“Grubb & Ellis”) and B/C Corporate Holdings, Inc. I will receive no consideration for the transfer of the Shares.

In consideration for this transfer, the parties hereto agree as follows:

1. Delivery of Shares. Prior to the Transfer Date, Assignor shall deliver to Company certificates representing a number of shares of common stock of Company equal to at least 600,000 shares and instruct Company to issue five (5) certificates representing 120,000 shares each in Assignee’s name (with the remaining shares to be reissued to Assignor) , which shares shall be delivered to the Escrow Agent (as defined in paragraph 8 below) and shall be subject to the terms of this Agreement.

2. Vesting. The Shares shall vest pursuant to the terms set forth on Exhibit A hereto (the “Vesting Schedule”).

3. Stockholder. Except as otherwise provided herein, upon delivery of the Shares to the Escrow Agent pursuant to this Agreement, Assignee shall have all the rights of a stockholder with respect to said Shares, subject to the restrictions herein, including the right to vote the Shares and to receive all dividends or other distributions paid or made with respect to the Shares; provided, however, that any and all dividends paid on such Shares and any and all shares of common stock of Company, capital stock or other securities or property received by or distributed to Assignee with respect to the Shares as a result of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification, or similar change in the capital structure of Company shall be delivered into escrow to the extent applicable to Unreleased Shares (as defined in paragraph 7 below) and shall also be subject to the Forfeiture Restriction (as defined in paragraph 5 below) and the restrictions on transfer in paragraph 4 until such restrictions on the underlying Shares lapse or are removed pursuant to this Agreement (or, if such Shares are no

1551 North Tustin Avenue, Suite 300 · Santa Ana, CA 92705

tel. 714.667.8252 · toll-free 877.888.REIT (7348) · 714.836.5263 · fax 714.667.6860

longer outstanding, until such time as such Shares would have been released from the Forfeiture Restriction pursuant to this Agreement). In addition, in the event of any merger, consolidation, share exchange or reorganization affecting the Shares, including, without limitation, a Change in Control, then any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) that is by reason of any such transaction received with respect to, in exchange for or in substitution of the Shares shall also be subject to the Forfeiture Restriction and the restrictions on transfer in paragraph 4 until such restrictions on the underlying Shares lapse or are removed pursuant to this Agreement (or, if such Shares are no longer outstanding, until such time as such Shares would have been released from the Forfeiture Restriction pursuant to this Agreement). Any such assets or other securities received by or distributed to Assignee with respect to, in exchange for or in substitution of any Unreleased Shares shall be immediately delivered to Escrow Agent to be held in escrow pursuant to Paragraph 8 below. For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Employment Agreement, dated October 23, 2006, between the Company and the Assignee (the “Employment Agreement”).

4. Restrictions on Transfer. Unless otherwise consented to in writing by Assignor, no Unreleased Shares or any dividends or other distributions thereon or any interest or right therein or part thereof, shall be subject to the debts, contracts or engagements of Assignee or shall be subject to sale or other disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment, dissolution or winding-up or any other means whether such sale or other disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted sale or other disposition thereof shall be null and void and of no effect.

5. Forfeiture Restriction. Notwithstanding anything to the contrary contained herein, if Assignee’s employment with the Company (or any successor corporation resulting from a Change in Control, including Grubb & Ellis) is terminated for any reason other than (i) by the Company (or its successor) without Cause (as defined in the Employment Agreement) or (ii) by Assignee for Modified Good Reason (as defined below), the Unreleased Shares shall thereupon be immediately released from escrow and transferred to Assignor (the “Forfeiture Restriction”). Upon the occurrence of such forfeiture, Assignor shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and Assignor shall have the right to retain and transfer to its own name on the books and records of Company the number of Shares being forfeited by Assignee. In the event any of the Unreleased Shares are forfeited under this paragraph 5, any cash, cash equivalents, assets or securities received by or distributed to Assignee with respect to, in exchange for or in substitution of such Shares and held by the escrow agent pursuant to Section 8 and the Joint Escrow Instructions (as defined in paragraph 8 below) shall^. be promptly transferred by the escrow agent to Assignor. For purposes of this Agreement, “Modified Good Reason” shall have the same meaning as the defined term “Good Reason” in the Employment Agreement, except that (1) the phrase “or, the failure of the stockholders of the Company to elect or reelect the Executive to the Board, provided, that the Executive stands for election or reelection, as applicable” shall be stricken from clause (A) of such definition, and (2) clause (D) of such definition shall not apply for purposes hereof.

6. Release of Shares from Forfeiture Restriction. The Shares shall be released from the Forfeiture Restriction as indicated on the Vesting Schedule. Notwithstanding the immediately preceding sentence, in the event Assignee’s employment with the Company (or any successor corporation resulting from a Change in Control, including Grubb & Ellis) is terminated by the Company (or its successor) without Cause (as defined in the Employment Agreement) or (ii) by Assignee for Modified Good Reason, the Unreleased Shares shall be released from the Forfeiture Restriction. Any of the Shares released from the Forfeiture Restriction shall thereupon be released from the restrictions on transfer under paragraph 4 above. In the event any of the Shares are released from the Forfeiture Restriction, any dividends or other distributions paid on such Shares and held by the escrow agent pursuant to paragraph 8 and the Joint Escrow Instructions shall be promptly paid by the escrow agent to Assignee.

7. Unreleased Shares. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as “Unreleased Shares.”

8. Escrow of Shares. To insure the availability for delivery of Assignee’s Unreleased Shares in the event of forfeiture of such Shares pursuant to paragraph 5, Assignee hereby appoints the Secretary of the Company (the “Secretary”), or any other person appointed by the Secretary, as escrow agent (“Escrow Agent”), as his attorney-in-fact to assign and transfer unto Assignor such Unreleased Shares, if any, forfeited by Assignee pursuant to Paragraph 5 and any dividends or other distributions thereon, and shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent five original stock assignments duly endorsed in blank, each in the form attached hereto as Exhibit B. Unreleased Shares (together with any other assets contemplated in paragraph 3) and stock assignments shall be held by the Escrow Agent in escrow, pursuant to the Joint Escrow Instructions of Assignor and Assignee, attached hereto Exhibit C (the “Joint Escrow Instructions”), until (i) such portion of the Unreleased Shares are forfeited by Assignee as provided in paragraph 5, (ii) any portion of the Unreleased Shares are released from the Forfeiture Restriction, or (iii) such time as this Agreement is no longer in effect. Upon release of any portion of the Unreleased Shares from the Forfeiture Restriction, the Escrow Agent shall deliver to Assignee the certificate or certificates (or instruct the Company’s transfer agent to make appropriate book-entry positions) representing such portion of the Shares in the Escrow Agent’s possession in accordance with the terms of the Joint Escrow Instructions, and the Escrow Agent shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement. If any dividends or other distributions are paid on the Unreleased Shares held by the Escrow Agent pursuant to this paragraph 8 and the Joint Escrow Instructions, such dividends or other distributions shall also be subject to the restrictions set forth in this Agreement and held in escrow pending release from the Forfeiture Restrictions of the portion of the Unreleased Shares with respect to which such dividends or other distributions were paid.

9. Transfer of Forfeited Shares. Assignee hereby authorizes and directs the Secretary, or such other person designated by the Secretary, to transfer the Unreleased Shares which have been forfeited by Assignee to Assignor.

10. Adjustment for Stock Split. In the event of any stock dividend, stock split, reverse

stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company, the Secretary shall make appropriate and equitable adjustments in the Unreleased Shares subject to the Forfeiture Restriction and the number of Shares. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Shares, to any and all shares of capital stock or other securities, property or cash which may be issued in respect of, in exchange for, or in substitution of the Shares, and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof.

11. Governing Law; Severability. This Agreement shall be administered, interpreted and enforced under the laws of the State of Delaware without regard to conflicts of laws thereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and enforceable.

12. Amendments. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by Assignor and Assignee.

13. Successors and Assigns. Assignor may assign any of his rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of Assignor. Assignee may not assign any of its rights and obligations under this Agreement without the prior written consent of Assignor. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Assignee and its permitted successors and assigns.

Please let me know if you have any questions about the gift or the terms of this letter.

	Sincerely,


	/s/ Anthony W. Thompson
	Anthony W. Thompson

I have read, understand, and agree to the terms in this letter and accept this offer.

/s/ Scott D. Peters
Scott D. Peters		Date

EX-99.6 5 a08-26873_1ex99d6.htm EX-99.6

Exhibit 99.6

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 99.5, 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: October 27, 2008

	/s/ Anthony W. Thompson
	Anthony W. Thompson


	/s/ Sharon Thompson
	Sharon Thompson

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