- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
December 01 2008 - 12:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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Grubb & Ellis Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11:
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1)
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Title of each class of securities to which transaction applies:
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N/A
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Aggregate number of securities to which transaction applies:
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N/A
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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N/A
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Proposed maximum aggregate value of transaction:
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N/A
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Total fee paid:
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N/A
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing:
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1)
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Amount previously paid:
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N/A
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Form, Schedule or Registration Statement No.:
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Filing party:
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Date Filed:
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Grubb
& Ellis Company issued the following press release on
December 1, 2008.
PRESS RELEASE
FOR IMMEDIATE RELEASE
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Contacts:
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Media:
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Janice McDill
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Matthew Sherman / Andi Salas
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Grubb & Ellis
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Joele Frank, Wilkinson Brimmer Katcher
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312.698.6707
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212.355.4449
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janice.mcdill@grubb-ellis.com
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msherman@joelefrank.com / asalas@joelefrank.com
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Investors:
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Laurie Connell / Amy Bilbija
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MacKenzie Partners, Inc.
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212.378.7071 / 650.798.5206
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lconnell@mackenziepartners.com / abilbija@mackenziepartners.com
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Grubb & Ellis Issues Open Letter Reminding Stockholders
To Vote By Internet or Telephone at this Wednesdays Annual Meeting
All Four Major Proxy Advisory Firms Now Recommend Grubb & Ellis Stockholders Vote
to Re-Elect Companys Directors at Annual Meeting on December 3
SANTA ANA, Calif.
(Dec. 1, 2008) Grubb & Ellis Company (NYSE: GBE), a leading real estate
services and investment firm, today issued the following open letter to stockholders in connection
with the companys December 3, 2008 Annual Meeting of Stockholders:
December 1, 2008
Dear Grubb & Ellis Stockholder:
Grubb & Ellis December 3, 2008 Annual Meeting of Stockholders is just days away, and your vote is
extremely important. Protect the value of your investment and the future of Grubb & Ellis. Vote
your proxy today by Internet or Telephone
FOR
your Boards independent and experienced directors
Harold H. Greene, Devin I. Murphy and D. Fleet Wallace.
We urge you to reject Anthony Thompson and his self-serving proxy campaign and to discard any proxy
materials and NOT to sign any green proxy cards you may receive from him.
ALL FOUR MAJOR PROXY ADVISORY FIRMS NOW RECOMMEND STOCKHOLDERS VOTE
FOR
ALL THREE GRUBB & ELLIS DIRECTORS ON THE
WHITE
PROXY CARD
- more -
Grubb & Ellis Company
1551 N. Tustin Avenue, Suite 300 Santa Ana, California 92705 714.667.8252
2 2 2
12/01/08
Grubb & Ellis Issues Open Letter Reminding Stockholders To Vote By Internet or Telephone at this Wednesdays Annual Meeting
PROXY Governance, Inc. has joined RiskMetrics Group (formerly Institutional Shareholder Services or
ISS), Glass Lewis & Co. and Egan-Jones Proxy Services in recommending that Grubb & Ellis
stockholders vote FOR the re-election of all three of the Boards incumbent directors and reject
Mr. Thompson and his opposition slate.
The analyses and recommendations of all four proxy advisory
firms are relied upon by hundreds of major institutional investment firms, mutual funds and
fiduciaries throughout the United States.
The support of all four leading independent proxy voting and corporate governance advisory firms
reinforces our strong belief that our nominees are the right choice for Grubb & Ellis stockholders.
To follow the recommendations of PROXY Governance, RiskMetrics, Glass Lewis, and Egan-Jones, Grubb
& Ellis stockholders should vote FOR the Boards directors Harold H. Greene, Devin I. Murphy and
D. Fleet Wallace by Internet or Telephone following the instructions on the WHITE proxy card and
disregard any green cards received from Anthony Thompson.
YOUR BOARD IS EXPERIENCED, INDEPENDENT AND COMMITTED TO SERVING
THE BEST INTERESTS OF
ALL
STOCKHOLDERS
JOIN ALL FOUR PROXY ADVISORY FIRMS WHO RECOMMEND
THE RE-ELECTION OF YOUR DIRECTORS
VOTE YOUR
WHITE
PROXY CARD TODAY!
Your vote is extremely important no matter how many or how few shares you own.
Please take a
few moments and follow the simple instructions to vote your proxy by Internet or Telephone.
To ensure that your vote is represented at the meeting, we urge you to vote
TODAY
. If you have
voted a green proxy card sent to you by Mr. Thompson, you can still vote the
WHITE
proxy card and
support your Board and Company. Only your latest-dated proxy card that is received in time counts.
If you have any questions or need any assistance voting your shares, please contact MacKenzie
Partners, Inc., Toll-Free at (800) 322-2885.
We appreciate your continued support.
- more -
Grubb & Ellis Company
1551 N. Tustin Avenue, Suite 300 Santa Ana, California 92705 714.667.8252
3 3 3
12/01/08
Grubb & Ellis Issues Open Letter Reminding Stockholders To Vote By Internet or Telephone at this Wednesdays Annual Meeting
Sincerely,
Your Board of Directors
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Glenn L. Carpenter
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Harold H. Greene
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Gary H. Hunt
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Chairman of the Board
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Interim Chief Executive Officer
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C. Michael Kojaian
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Robert J. McLaughlin
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Devin I. Murphy
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D. Fleet Wallace
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Rodger D. Young
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If you have any questions, require assistance with voting your WHITE proxy card,
or need additional copies of the proxy materials, please contact:
105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
- more -
Grubb & Ellis Company
1551 N. Tustin Avenue, Suite 300 Santa Ana, California 92705 714.667.8252
4 4 4
12/01/08
Grubb & Ellis Issues Open Letter Reminding Stockholders To Vote By Internet or Telephone at this Wednesdays Annual Meeting
About Grubb & Ellis
Grubb & Ellis Company (NYSE: GBE) is one of the largest and most respected commercial real estate
services and investment companies. With more than 130 owned and affiliate offices worldwide, Grubb
& Ellis offers property owners, corporate occupants and investors comprehensive integrated real
estate solutions, including transaction, management, consulting and investment advisory services
supported by proprietary market research and extensive local market expertise.
Grubb & Ellis and its subsidiaries are leading sponsors of real estate investment programs that
provide individuals and institutions the opportunity to invest in a broad range of real estate
investment vehicles, including tax-deferred 1031 tenant-in-common (TIC) exchanges; public
non-traded real estate investment trusts (REITs) and real estate investment funds. As of September
30, 2008, more than $3.8 billion in investor equity has been raised for these investment programs.
The company and its subsidiaries currently manage a growing portfolio of more than 225 million
square feet of real estate. In 2007, Grubb & Ellis was selected from among 15,000 vendors as
Microsoft Corporations Vendor of the Year. For more information regarding Grubb & Ellis Company,
please visit
www.grubb-ellis.com
.
Forward-Looking Statements
Certain statements included in this press release may constitute forward-looking statements
regarding, among other things, future revenue growth, market trends, new business opportunities and
investment programs, synergies resulting from the merger of Grubb & Ellis Company and NNN Realty
Advisors, certain combined financial information regarding Grubb & Ellis Company and NNN Realty
Advisors, new hires, results of operations, changes in expense levels and profitability and effects
on the Company of changes in the real estate markets. These statements involve known and unknown
risks, uncertainties and other factors that may cause the Companys actual results and performance
in future periods to be materially different from any future results or performance suggested by
these statements. Such factors which could adversely affect the Companys ability to obtain these
results include, among other things: (i) the slowdown in the volume and the decline in transaction
values of sales and leasing transactions; (ii) the general economic downturn and recessionary
pressures on businesses in general; (iii) a prolonged and pronounced recession in real estate
markets and values; (iv) the unavailability of credit to finance real estate transactions in
general and the Companys tenant-in-common programs, in particular; (v) the reduction in borrowing
capacity under the Companys current credit facility, and the additional limitations with respect
thereto; (vi) the Companys continuing ability to make interest and principal payments with respect
to its credit facility; (vii) an increase in expenses related to new initiatives, investments in
people, technology and service improvements; (viii) the success of current and new investment
programs; (ix) the success of new initiatives and investments; (x) the inability to attain expected
levels of revenue, performance, brand equity and expense synergies resulting from the merger of
Grubb & Ellis Company and NNN Realty Advisors in general, and in the current macroeconomic and
credit environment, in particular and (xi) other factors described in the Companys annual report
on Form 10-K for the fiscal year ending December 31, 2007 and in the Companys quarterly reports on
Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 filed with
the Securities and Exchange Commission (the SEC). The Company does not undertake any obligation
to update forward-looking statements.
Important Information
On November 10, 2008, Grubb & Ellis Company filed a definitive proxy statement with the SEC in
connection with the Companys 2008 Annual Meeting. Grubb & Ellis Companys stockholders are
strongly advised to read the definitive proxy statement carefully before making any voting decision
because the definitive proxy statement contains important information. The Companys definitive
proxy statement and any other materials filed by the Company with the SEC can be obtained free of
charge at the SECs web site at
www.sec.gov
or from Grubb & Ellis Company at
www.grubb-ellis.com
.
The Companys definitive proxy statement and other materials will also be available without charge
by written request addressed to Investor Relations, Grubb & Ellis Company, 1551 N. Tustin Avenue,
Suite 300, Santa Ana, CA 92705. Grubb & Ellis Company, its directors and
director nominees may be deemed to be participants in the solicitation of the Companys security
holders in connection with its 2008 Annual Meeting. Security holders may obtain information
regarding the names, applications and interests of such individuals in the Companys definitive
proxy statement, its November 18, 2008 letter to stockholders, its November 20, 2008 investor
presentation, and its November 24, 2008 letter to stockholders filed with the SEC as definitive
additional soliciting materials.
###
Grubb & Ellis Company
1551 N. Tustin Avenue, Suite 300 Santa Ana, California 92705 714.667.8252
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