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)
|
June 26,
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 persons 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).
INTRODUCTORY STATEMENT
This Amendment No. 1 relates to the Schedule 13D filed by Anthony
W. Thompson (the
Reporting Person
) with the Securities and Exchange
Commission on December 17, 2007 (the
Schedule 13D
) with respect
to the common stock, $.01 par value per share (the
Common Stock
), of
Grubb & Ellis Company (the
Company
).
Items 2, 4 and 7 of the Schedule
13D are hereby amended and supplemented as follows:
Item 2.
Identity and Background
(a) This Amendment No. 1
is being furnished by the Reporting Person.
(b) The business
address of the Reporting Person is c/o Thompson National Properties, LLC, 1901
Main Street, Suite 108, Irvine, CA 92614.
(c) Effective February 8,
2008, the Reporting Person resigned as Chairman of the Board of Directors of
the Company (the
Board
) and as a director of the Board. At present, the Reporting Person serves as
Chief Executive Officer and Chairman of Thompson National Properties, LLC, a
real estate investment firm, which maintains its corporate headquarters at 1901
Main Street, Suite 108, Irvine, CA 92614.
(d) (e) During
the last five years, the Reporting Person 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.
(f) The Reporting
Person is a citizen of the United States.
Item 4.
Purpose of Transaction
On June 26, 2008,
the Reporting Person submitted a letter to the Board and the Companys Chief
Executive Officer (a copy of which is attached hereto as Exhibit 99.2, the
Letter
) in which the Reporting Person requested that
the Board consider the
possibility of appointing him to the open seat on the Board
. As a result of the delivery of the Letter to
the Board and the Companys Chief Executive Officer, the Reporting Person may
engage in discussions with the Companys management, the Board or the Companys
shareholders concerning the matters described in the Letter.
The Reporting Person reserves
his right to pursue all alternatives available to him to maximize the value of
his interest in the Company, which alternatives may include, but are not
limited to: communicating with other shareholders or directors of the Company
regarding the Company, its business, prospects and alternatives to maximize
shareholder value; purchasing additional Common Stock or other securities of the
Company, in the open market, in privately negotiated transactions or otherwise;
selling all or a portion of the Common Stock or other securities of the Company
now owned or hereafter acquired by the Reporting Person; proposing an
extraordinary corporate transaction, such as a merger, reorganization,
recapitalization or liquidation, involving the Company or any of its
subsidiaries, or a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries, which transaction may involve the Reporting
Person or third parties unrelated to the Reporting Person; alone or in
conjunction with others, seeking to acquire the Company or substantially all of
its assets or outstanding equity securities, including by merger, tender offer
or stock or asset purchase; nominating one or more individuals for election to
the Board; making one or more proposals for adoption by shareholders (including
proposals to improve the Companys corporate governance or to amend the Companys
organizational documents); seeking to call a special meeting of shareholders to
elect directors and/or approve shareholder proposals; or soliciting proxies in
support of the election of directors and/or shareholder proposals at a meeting
of shareholders. The Reporting Person
may also urge other persons, including, without limitation, other shareholders
of the Company, to take or pursue any of the foregoing actions.
The Reporting Person reserves the right to change his plans or intentions in his sole discretion and to take any and all actions that he may deem appropriate to maximize the value of his investment in the Company in light of his investment objectives, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company.
Item 7.
Material to Be Filed as Exhibits
Exhibit 99.2 Letter to the Board and the Chief Executive
Officer, dated June 26, 2008.
4