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
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 240.14a-12
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GRUBB & ELLIS REALTY ADVISORS, INC.
(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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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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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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(2)
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Form, Schedule or Registration Statement No.:
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Date Filed:
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This proxy statement is dated
, 2008 and is first being mailed to Grubb & Ellis Realty
Advisors, Inc. stockholders on or about March ___, 2008.
GRUBB & ELLIS REALTY ADVISORS, INC.
500 West Monroe Street
Suite 2800
Chicago, Illinois 60661
March __, 2008
To Our Stockholders:
You are cordially invited to attend a special meeting of stockholders of Grubb & Ellis Realty
Advisors, Inc. (Realty Advisors or the Company) to be held on ______, 2008. At this meeting,
you will be asked to approve the dissolution and liquidation of the Company, as contemplated by its
amended and restated certificate of incorporation, since the 24 month period for it to complete a
business combination has passed without one being consummated. Upon dissolution, the Company will,
pursuant to a Plan of Liquidation, discharge its liabilities, wind up its affairs and distribute to
its public shareholders the net proceeds of the Companys trust account as contemplated by its
amended and restated certificate of incorporation and its initial public offering (IPO)
prospectus.
This meeting is particularly significant in that stockholders must approve Realty Advisors
dissolution and Plan of Liquidation for the Company to be authorized to distribute the trust
account proceeds to its stockholders. It is important that your shares are voted at this special
meeting.
The Company was organized in September, 2005 for the purpose of acquiring, through a purchase,
asset acquisition or other business combination, one or more United States commercial real estate
properties and/or assets (a business combination). In March 2006 the Company consummated its IPO,
from which it received net proceeds of approximately $133.4 million, including the proceeds from
the exercise of the underwriters over-allotment option. Approximately $132.3 million of the net
proceeds of the IPO were placed in a trust account along with the initial capital ($2,500,000) from
Grubb & Ellis Company (GBE), the Companys affiliate and sponsor, and a deferred underwriting
discount ($2,675,000).
On June 18, 2007, the Company entered into a membership interest purchase agreement (the
Purchase Agreement) with GBE and GERA Property Acquisition, LLC, a wholly owned subsidiary of GBE
pursuant to which three (3) commercial office properties would have been transferred to the Company
from GBE if the Purchase Agreement had been consummated. On February 28, 2008, at a special meeting
of the Companys stockholders, a proposal to approve the business combination with GBE failed to
receive the affirmative vote of a majority of the Companys outstanding shares entitled to vote at
the special meeting. Thereafter, the Company, in accordance with the terms of the Purchase
Agreement, provided written notice effective as of
February 28, 2008 terminating the Purchase Agreement. As a result, the 24-month period for the
Company to complete a business combination has passed without the consummation of a business
combination, and the Company is now required to dissolve and liquidate in accordance with its
amended and restated certificate of incorporation.
The Plan of Liquidation included in the enclosed proxy statement provides for the discharge of
the Companys liabilities and the winding up of its affairs, including the distribution to current
holders of the shares of common stock included in the units issued in the Companys IPO, who we
refer to as the public stockholders, of the principal and accumulated interest held in the trust
account. GBE purchased 5,876,069 shares of the Companys common stock prior to the Companys IPO.
GBE and its respective assigns, including the Companys directors and officers, have waived any
interest in any such distribution with respect to any shares acquired prior to the Companys IPO.
Stockholder approval of the Companys dissolution is required by Delaware law, under which the
Company is organized. Stockholder approval of the Plan of Liquidation is designed to comply with
relevant provisions of U.S. federal income tax laws. The affirmative vote of a majority of the
Companys outstanding common stock will be required to approve the dissolution and liquidation. the
Companys Board of Directors has unanimously approved the Companys dissolution and liquidation,
deems it advisable and recommends that you approve the dissolution and liquidation. GBE and its
respective assigns, including the Companys directors and officers, have advised the Company that
they support the dissolution and intend to vote the 7,792,736 shares of the Company common stock
they currently hold in favor of its approval. The Board of Directors intends to approve the Plan of
Liquidation, as required by Delaware law, immediately following stockholder approval of the
dissolution.
The
Company had accrued and unpaid liabilities of approximately $1.6 million as of March 10,
2008, of which: (i) an aggregate amount of $1.2 million is owed to GBE, which GBE has agreed to
waive; and (ii) an aggregate amount of approximately $400,000 is owed to third party vendors and
service providers. Additionally, the Company has estimated accrued and unpaid federal and state
taxes of approximately $408,000 which will be paid from the proceeds of the trust account. The
Companys sponsor, GBE, has confirmed to the Company that it will be responsible for, and will pay
the Companys obligation with respect to, the Companys currently outstanding accrued and unpaid
liabilities owed to third party vendors and service providers and all liabilities that will be owed
to third party vendors and service providers thereafter, including those incurred in connection
with the dissolution and liquidation of the Company.
Under Delaware law, the Companys public stockholders could be required to return a portion of
the distributions they receive pursuant to the Plan of Liquidation up to their pro rata shares of
the liabilities in order to pay claims by third parties against the Company, but not in excess of
the total amounts received by them from the Company.
After careful consideration of all relevant factors, the Companys Board of Directors has
unanimously determined that the dissolution of the Company is fair to and in the best interest of
the Company and its stockholders. The Board of Directors has unanimously approved the dissolution
of the Company and declared it advisable, has unanimously approved the Plan of
Liquidation, and unanimously recommends that the Companys stockholders vote FOR approval of
the dissolution and Plan of Liquidation.
The Companys Board of Directors also recommends that you vote or give instruction to vote
FOR adoption of the proposal to authorize the Companys Board of Directors, in their discretion,
to adjourn or postpone the special meeting for further solicitation of proxies, if there are not
sufficient votes at the originally scheduled time of the special meeting to approve the Companys
dissolution.
Enclosed is a notice of special meeting and proxy statement containing detailed information
concerning the Plan of Liquidation and the meeting.
Whether or not you plan to attend the special
meeting, we urge you to read this material carefully and vote your shares
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I look forward to seeing you at the meeting.
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Sincerely,
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/s/ C. Michael Kojaian
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C. Michael Kojaian
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Chairman of the Board of Directors and
Chief Executive Officer
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Your vote is important.
Whether you plan to attend the special meeting or not, please sign, date
and return the enclosed proxy card as soon as possible in the envelope provided.
GRUBB & ELLIS REALTY ADVISORS, INC.
500 West Monroe Street
Suite 2800
Chicago, Illinois 60661
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD _________, 2008
To The Stockholders Of Grubb & Ellis Realty Advisors, Inc.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Grubb & Ellis Realty
Advisors, Inc., a Delaware corporation (Realty Advisors or the Company), will be held at
[10:00
a.m.]
Eastern time, on
[
]
, at the offices of Zukerman Gore & Brandeis, LLP, 875 Third
Avenue, 28
th
Floor, New York, New York 10022 for the following purposes:
1. To approve the dissolution of the Company and the proposed Plan of Liquidation in
substantially the form set forth in Annex A to the accompanying proxy statement; and
2. To authorize the Companys Board of Directors, in their discretion, to adjourn or postpone
the special meeting for further solicitation of proxies, if there are not sufficient votes at the
originally scheduled time of the special meeting to approve the foregoing proposal.
The Board of Directors has fixed the close of business on March 10, 2008 as the date for
determining the Companys stockholders who are entitled to receive notice of and to vote at the
special meeting and any postponement or adjournment thereof. Only holders of record of the
Companys common stock on that date are entitled to have their votes counted at the special meeting
or any postponement or adjournment. A list of stockholders entitled to vote at the meeting will be
available for inspection at the Companys headquarters and at the special meeting.
Your vote is important. Please sign, date and return your proxy card as soon as possible to make
sure that your shares are represented at the special meeting. If you are a stockholder of record,
you may also cast your vote in person at the special meeting. If your shares are held in an account
at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you
may cast your vote in person at the special meeting by presenting a proxy obtained from your
brokerage firm or bank.
Your failure to vote or instruct your broker or bank how to vote will have
the same effect as voting against the dissolution and Plan of Liquidation.
the Companys Board of Directors unanimously recommends that you vote FOR approval of each
proposal.
Dated: March ___, 2008
By Order of the Board of Directors,
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/s/ C. Michael Kojaian
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C. Michael Kojaian
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Chairman of the Board of Directors and
Chief Executive Officer
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GRUBB & ELLIS REALTY ADVISORS, INC.
500 West Monroe Street
Suite 2800
Chicago, Illinois 60661
SPECIAL MEETING OF STOCKHOLDERS
To Be Held ___________, 2008 Proxy Statement
A special meeting of stockholders of Grubb & Ellis Realty Advisors, Inc. (Realty Advisors or
the Company). will be held at
[10:00 a.m.]
, Eastern time, on
[__________, 2008]
, at the offices
of Zukerman Gore & Brandeis, LLP, 875 Third Avenue, 28
th
Floor, New York, New York
10022. At this important meeting, you will be asked to consider and vote upon proposals to:
1. Approve the dissolution of the Company and the proposed Plan of Liquidation in
substantially the form set forth in Annex A to this proxy statement; and
2. Authorize the Companys Board of Directors, in their discretion, to adjourn or postpone the
special meeting for further solicitation of proxies, if there are not sufficient votes at the
originally scheduled time of the special meeting to approve the foregoing proposal.
This proxy statement contains important information about the meeting and the proposals.
Please read it carefully and vote your shares. The record date for the special meeting is March
10, 2008. Record holders of the Companys common stock at the close of business on the record date
are entitled to vote or have their votes cast at the special meeting. On the record date, there
were 29,834,403 outstanding shares of the Companys common stock, of which 23,958,334 were issued
in the Companys initial public offering, or IPO (the Public Shares), and 5,876,069 were issued
to the Companys initial stockholders before the IPO. Each share of the Companys common stock
entitles its holder to one vote per proposal at the special meeting. the Companys warrants do not
have voting rights.
This proxy statement is dated March ___, 2008 and is first being mailed to stockholders on or about
[
, 2008]
.
Table of Contents
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SUMMARY OF THE PLAN OF LIQUIDATION
At the special meeting, you will be asked to approved the dissolution and liquidation of the
Company, as contemplated by its amended and restated certificate of incorporation.
The following describes briefly the material terms of the proposed dissolution and liquidation
of the Company. This summary is provided to assist stockholders in reviewing this proxy statement
and considering the proposed dissolution and liquidation, but does not include all of the
information contained in the proxy statement and may not contain all of the information that is
important to you. To understand fully the dissolution and liquidation being submitted for
stockholder approval, you should carefully read this proxy statement, including the accompanying
copy of the Plan of Liquidation attached as Annex A, in its entirety.
If the dissolution is approved, we will:
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file a certificate of dissolution with the Delaware Secretary of State;
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adopt a Plan of Liquidation in substantially the form set forth in
Annex A to this proxy statement by Board of Directors action in
compliance with Delaware law; and
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pay or adequately provide for the payment of our liabilities including
(i) existing liabilities for taxes and to providers of professional
and other services, (ii) expenses of the dissolution and liquidation,
and (iii) our obligations to the Companys public stockholders in
accordance with the Companys charter.
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We expect to make a liquidating distribution to the Companys public stockholders of the
proceeds of the Companys trust account as soon as practicable following the filing of our
Certificate of Dissolution with the State of Delaware after stockholder approval of the dissolution
and Plan of Liquidation and adoption of the Plan of Liquidation by our Board of Directors. the
Company is currently negotiating with its creditors regarding the satisfaction of its other
liabilities, which the Company expects to accomplish, concurrently with such liquidating
distribution, with the proceeds of payments made from its contingency reserve, consisting of
proceeds from the trust account sufficient to cover any known liabilities, which the Board of
Directors expects will be sufficient to satisfy the Companys current and potential liabilities. As
the Company does not have any material assets beyond the trust account, we do not anticipate that
any additional distributions to stockholders will be made.
As a result of the Companys liquidation, for U.S. federal income tax purposes, stockholders
will recognize a gain or loss equal to the difference between (i) the amount of cash distributed to
them (including distributions to any liquidating trust), less any known liabilities assumed by the
stockholder or to which the distributed property is subject, and (ii) their tax basis in shares of
company common stock. You should consult your tax advisor as to the tax effects of the Plan of
Liquidation and the Companys dissolution in your particular circumstances.
1
Under Delaware law, stockholders will not have dissenters appraisal rights in connection with
the dissolution and liquidation.
Under Delaware law, if we distribute the trust account proceeds to public stockholders, but
fail to pay or make adequate provision for our liabilities, each the Company stockholder could be
held liable for amounts due to the Companys creditors to the extent of the stockholders pro rata
share of the liabilities not so discharged, but not in excess of the total amount received by such
stockholder.
The
Company had accrued and unpaid liabilities of approximately $1.6 million as of March 10,
2008, of which: (i) an aggregate amount of $1.2 million is owed to GBE, which GBE has agreed to
waive; and (ii) an aggregate amount of approximately $400,000 is owed to third party vendors and
service providers. Additionally, the Company has estimated accrued and unpaid federal and state
taxes of approximately $408,000 which will be paid from the proceeds of the trust account. The
Companys sponsor, GBE, has confirmed to the Company that it will be responsible for, and will pay
the Companys obligation with respect to, the Companys currently outstanding accrued and unpaid
liabilities owed to third party vendors and service providers and all liabilities that will be owed
to third party vendors and service providers thereafter, including those incurred in connection
with the dissolution and liquidation of the Company.
If our stockholders do not vote to approve the Companys dissolution and Plan of Liquidation,
our Board of Directors will explore what, if any, alternatives are available for the future of the
Company. The Board of Directors believes, however, there are no viable alternatives to the
Companys dissolution and liquidation pursuant to the Plan of Liquidation.
After careful consideration of all relevant factors, the Companys Board of Directors has
unanimously determined that the dissolution of the Company is fair to and in the best interest of
the Company and its stockholders.
The Board of Directors has unanimously approved the dissolution of the Company and declared it
advisable, has unanimously approved the Plan of Liquidation, and unanimously recommends that the
Companys stockholders vote FOR approval of the dissolution and Plan of Liquidation.
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We believe that some of the information in this proxy statement constitutes forward-looking
statements within the definition of the Private Securities Litigation Reform Act of 1995. However,
the safe-harbor provisions of that act do not apply to statements made in this proxy statement. You
can identify these statements by forward-looking words such as may, expect, anticipate,
contemplate, believe, estimate, intends, and continue or similar words. You should read
statements that contain these words carefully because they:
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discuss future expectations;
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contain projections of future results of operations or financial
condition; or
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state other forward-looking information.
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We believe it is important to communicate our expectations to our stockholders. However, there
may be events in the future that we are not able to predict accurately or over which we have no
control. The risk factors and cautionary language discussed in this proxy statement provide
examples of risks, uncertainties and events that may cause actual results to differ materially from
the expectations described by us in such forward-looking statements, including among other things:
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the number and percentage of our stockholders voting against the
dissolution proposal;
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continued compliance with government regulations; and
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general economic conditions.
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You are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date of this proxy statement.
All forward-looking statements included herein attributable to the Company, or any person
acting on the Companys behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Except to the extent required by applicable
laws and regulations, the Company undertakes no obligation to update these forward-looking
statements to reflect events or circumstances after the date of this proxy statement or to reflect
the occurrence of unanticipated events.
Before you grant your proxy or instruct how your vote should be cast or vote on the adoption of the
merger agreement, you should be aware that the occurrence of the events described under The
Dissolution and Plan of LiquidationRisk Factors to be Considered in Connection with the Companys
Dissolution and the Plan of Liquidation and elsewhere in this proxy statement could have a
material adverse effect on the business, prospects, financial condition or operating results of the
Company.
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING AND THE PLAN OF LIQUIDATION.
THESE QUESTIONS AND ANSWERS ARE ONLY
SUMMARIES OF THE MATTERS THEY DISCUSS.
PLEASE READ THIS ENTIRE PROXY
STATEMENT.
Q. WHAT IS BEING VOTED ON?
A. You are being asked to vote upon proposals to:
1. Approve the dissolution of the Company and the proposed Plan of Liquidation in the form of
Annex A to this proxy statement; and
2. Authorize the Companys Board of Directors, in its discretion, to adjourn or postpone the
special meeting for further solicitation of proxies, if there are not sufficient votes at the
originally scheduled time of the special meeting to approve the foregoing proposal.
Q. WHY IS THE COMPANY PROPOSING DISSOLUTION AND LIQUIDATION?
A. The Company was organized in September 2005 for the purpose of acquiring, through a purchase, or
other business combination, commercial real estate properties and/or assets (a business
combination). In March 2006, the Company consummated its IPO from which it received net proceeds
of approximately $133.4 million, including the proceeds from the exercise of the underwriters
over-allotment option. Approximately $132.3 million of the net proceeds of the IPO were placed in a
trust account along with the initial capital ($2,500,000) from GBE and a deferred underwriting
discount ($2,675,000).
On June 18, 2007, the Company entered into a membership interest purchase agreement (the
Purchase Agreement) with GBE and GERA Property Acquisition, LLC, a wholly owned subsidiary of GBE
pursuant to which three (3) commercial office properties would have been transferred to the Company
from GBE if the Purchase Agreement had been consummated. On February 28, 2008, at a special meeting
of the Companys stockholders, a proposal to approve the business combination with GBE failed to
receive the affirmative vote of a majority of the Companys outstanding shares entitled to vote at
the special meeting. Thereafter, the Company, in accordance with the terms of the Purchase
Agreement, provided written notice effective as of February 28, 2008 terminating the Purchase
Agreement. As a result, the 24-month period for the Company to complete a business combination has
passed without the consummation of a business combination, and the Company is now required to
dissolve and liquidate in accordance with its amended and restated certificate of incorporation.
The Plan of Liquidation set forth in Annex A to this proxy statement provides for the
discharge of the Companys liabilities and the winding up of its affairs, including the
distribution to current holders of the shares of common stock included in the units issued in the
Companys IPO, who we refer to as the public stockholders, of the principal and accumulated
interest held in the trust account as contemplated by its amended and restated certificate of
incorporation.
4
GBE and its respective assigns, including the Companys directors and officers, purchased
5,876,069 shares of the Companys common stock prior to the Companys IPO. The initial stockholders
and their respective assigns have waived any interest in any such distribution with respect to any
shares acquired prior to the Companys IPO.
Stockholder approval of the Companys dissolution is required by Delaware law, under which the
Company is organized. Stockholder approval of the Plan of Liquidation is designed to comply with
relevant provisions of U.S. federal income tax laws. The affirmative vote of a majority of the
Companys outstanding common stock will be required to approve the dissolution and liquidation.
After careful consideration of all relevant factors, the Companys Board of Directors has
unanimously determined that the dissolution of the Company is fair to and in the best interest of
the Company and its stockholders. The Board of Directors has unanimously approved the dissolution
of the Company and declared it advisable, has unanimously approved the Plan of Liquidation, and
recommends that you approve the dissolution and Plan of Liquidation. GBE and its respective
assigns, including the Companys directors and officers, have advised the Company that they support
the dissolution and intend to vote the 7,792,736 shares of the Company common stock they currently
hold in favor of its approval. The Board of Directors intends to approve the Plan of Liquidation,
as required by Delaware law, immediately following stockholder approval of the dissolution.
Q. HOW DOES THE COMPANY INITIAL STOCKHOLDERS INTEND TO VOTE THEIR SHARES?
A. GBE and its respective assigns, including the Companys directors and officers, who currently
hold approximately 7,792,736 shares of the Companys common stock, have advised the Company that
they support the dissolution and Plan of Liquidation and will vote for it, together with the
adjournment proposal.
Q. WHAT VOTE IS REQUIRED TO ADOPT THE PROPOSALS?
A. Approval of the Companys dissolution and Plan of Liquidation set forth in Proposal One will
require the affirmative vote of holders of a majority of the Companys outstanding common stock.
Approval of Proposal Two requires the affirmative vote of holders of a majority of the Companys
common stock voting on the proposal.
Q. WHY SHOULD I VOTE FOR THE PROPOSALS?
A. The Plan of Liquidation provides for the distribution to current holders of the Companys common
shares originally issued in its IPO of the principal and accumulated interest held in the trust
account. Stockholder approval of the Companys dissolution is required by Delaware law, under which
the Company is organized, and stockholder approval of the Plan of Liquidation is designed to comply
with relevant provisions of U.S. federal income tax laws. If the dissolution and Plan of
Liquidation are not approved, the Company will not be authorized to dissolve and liquidate, and
will not be authorized to distribute the funds held in the trust account to its public stockholders
5
Q. HOW MUCH DO I GET IF THE DISSOLUTION AND LIQUIDATION IS APPROVED?
A. As of March 10, 2008, the record date, the Company had approximately $146.2 million held in
trust. If a liquidation were to have occurred by such date, the Company estimates that the amount
held in trust less approximately $408,000 of estimated accrued and unpaid federal and state taxes
would have been distributed to the holders of the shares of common stock purchased in the Companys
IPO. Thus, the Company estimates that the total amount available for distribution would have been
$145.8 million or approximately $6.09 per public share.
However, we cannot assure you that the amount actually available for distribution will not be
reduced, whether as a result of the claims of additional creditors or otherwise. See The
Dissolution and Plan of LiquidationRisk Factors to be Considered in Connection with the Companys
Dissolution and Plan of Liquidation.
Q. WHAT IF I DONT WANT TO VOTE FOR THE DISSOLUTION AND PLAN OF LIQUIDATION?
A. If you do not want the dissolution and Plan of Liquidation to be approved, you must abstain, not
vote, or vote against it. You should be aware, however, that if the dissolution and Plan of
Liquidation are not approved, the Company will not be authorized to dissolve and liquidate, and
will not be authorized to distribute the funds held in the trust account to its public
stockholders.
Whether or not you vote against it, if the dissolution and Plan of Liquidation are approved,
all public stockholders will be entitled to share in the liquidation of the trust account.
Q. WHAT HAPPENS IF THE DISSOLUTION AND PLAN OF LIQUIDATION ARENT APPROVED?
A. If the dissolution and Plan of Liquidation are not approved, the Company will not be authorized
to dissolve and liquidate, and will not be authorized to distribute the funds held in the trust
account to its public stockholders. If sufficient votes to approve the dissolution and Plan of
Liquidation are not available at the meeting, or if a quorum is not present in person or by proxy,
the Companys Board of Directors may seek to adjourn or postpone the meeting to continue to seek
such approval.
Q. IF THE DISSOLUTION AND PLAN OF LIQUIDATION ARE APPROVED, WHAT HAPPENS NEXT?
A. We will:
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file a Certificate of Dissolution with the Delaware authorities;
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adopt the Plan of Liquidation by Board of Directors action in
compliance with Delaware law;
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pay or adequately provide for the payment of the Companys remaining
liabilities;
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distribute the proceeds of the trust account to public stockholders; and
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otherwise effectuate the Plan of Liquidation.
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Q. IF I AM NOT GOING TO ATTEND THE SPECIAL MEETING IN PERSON, SHOULD I RETURN MY PROXY CARD
INSTEAD?
A. Yes. After carefully reading and considering the information in this document, please fill out
and sign your proxy card. Then return it in the enclosed envelope as soon as possible, so that your
shares may be represented at the special meeting.
Q. WHAT WILL HAPPEN IF I ABSTAIN FROM VOTING OR FAIL TO VOTE?
A. Abstaining or failing to vote will have the same effect as a vote against the proposed
dissolution and liquidation.
Q. HOW DO I CHANGE MY VOTE?
A. Deliver a later-dated, signed proxy card to the Companys chief financial officer prior to the
date of the special meeting or attend the special meeting in person and vote. You also may revoke
your proxy by sending a notice of revocation to the Company at 500 West Monroe Street, Suite 2800,
Chicago, Illinois 60661, Attention: Richard W. Pehlke.
Q. IF MY SHARES ARE HELD IN STREET NAME, WILL MY BROKER AUTOMATICALLY VOTE THEM FOR ME?
A. No. Your broker can vote your shares only if you provide instructions on how to vote. You should
instruct your broker to vote your shares. Your broker can tell you how to provide these
instructions.
Q. CAN I STILL SELL MY SHARES?
A. Yes, you may sell your shares at this time, provided that you comply with applicable state
securities laws. If you sell shares before, or purchase shares after, the record date for the
special meeting, you will not be entitled to vote those shares at the special meeting. Delaware law
restricts transfers of our common stock after dissolving, which we expect will occur upon approval
of the Companys dissolution by stockholders at the special meeting. Thereafter and until trading
on the American Stock Exchange is halted through termination of registration, we believe that any
trades of the Companys shares will be tracked and marked with a due bill by the Depository Trust
Company.
Q. WHO CAN HELP ANSWER MY QUESTIONS?
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A. If you have questions about the merger or the other proposals or if you need additional copies
of the proxy statement or the enclosed proxy card you should contact:
Grubb & Ellis Realty Advisors, Inc.
500 West Monroe Street
Suite 2800
Chicago, Illinois 60661
ATTN: Richard W. Pehlke
Tel: (312) 698-4900
8
GENERAL INFORMATION ABOUT THE SPECIAL MEETING
The Company is furnishing this proxy statement to its stockholders as part of the solicitation
of proxies by the Board of Directors for use at the special meeting in connection with the proposed
dissolution and liquidation of the Company. This proxy statement provides you with information you
need to know to vote or instruct your vote to be cast at the special meeting.
DATE, TIME AND PLACE.
We will hold the special meeting at
[10:00 a.m.]
, Eastern time, on
[_________, 2008]
, at the offices of Zukerman Gore & Brandeis, LLP, 875 Third Avenue,
28
th
Floor, New York, New York 10022, to vote on the proposal to approve the Companys
dissolution and liquidation and the proposal to adjourn or postpone the meeting if necessary to
solicit additional proxies.
PURPOSE
. At the special meeting, the holders of the Companys common stock will be asked to
approve the Companys dissolution and Plan of Liquidation and the proposal to authorize company
management to adjourn or postpone the meeting to solicit additional proxies.
the Companys Board of Directors has determined that the proposed dissolution is fair to and
in the best interests of the Company and its stockholders.
The Board of Directors has unanimously
approved the dissolution of the Company and declared it advisable, has unanimously approved the
Plan of Liquidation, and unanimously recommends that the Companys stockholders vote FOR approval
of the dissolution and Plan of Liquidation
.
The Board of Directors also recommends that you vote or give instruction to vote FOR
adoption of the proposal to permit the Companys Board of Directors, in its discretion, to adjourn
or postpone the special meeting for further solicitation of proxies, if there are not sufficient
votes at the originally scheduled time of the special meeting to approve any of the foregoing
proposals.
The special meeting has been called only to consider approval of the proposed dissolution and
Plan of Liquidation and the proposal to permit adjournment or postponement of the meeting, if
necessary, to solicit additional proxies.
RECORD DATE; WHO IS ENTITLED TO VOTE.
The record date for the special meeting is March 10,
2008. Record holders of the Companys common stock at the close of business on the record date are
entitled to vote or to have their votes cast at the special meeting. On the record date, there were
29,834,403 outstanding shares of the Companys common stock, of which 23,958,334 were originally
issued in the Companys IPO, which we call the public shares, and 5,876,069 were acquired prior
to our IPO by our initial stockholders. Each share of the Companys common stock entitles its
holder to one vote per proposal at the special meeting. the Companys warrants do not have voting
rights. GBE and its respective assigns, including the Companys directors and officers, have
advised the Company that they intend to vote the 7,792,736 shares of the Companys common stock
they currently hold in favor of the dissolution and Plan of Liquidation. During the ten-day period
before the special meeting, the Company will keep a list of holders of record entitled to vote at
the special meeting available for inspection during normal business hours at its offices in
Chicago, Illinois for any purpose germane to the
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special meeting. The list of stockholders will also be provided and kept at the location of
the special meeting for the duration of the special meeting, and may be inspected by any
stockholder who is present.
QUORUM; VOTE REQUIRED.
A majority of the outstanding common stock of the Company, present in
person or by proxy, will be required to constitute a quorum for the transaction of business at the
special meeting, other than adjournment to seek a quorum. Approval of the Companys dissolution and
Plan of Liquidation will require the affirmative vote of holders of a majority of the Companys
outstanding common stock. Approval of the proposal for discretionary authority to adjourn or
postpone the special meeting to solicit additional proxies will require the affirmative vote of
holders of a majority of the Companys common stock voting on the proposal.
Abstaining from voting or not voting, either in person or by proxy or by voting instruction,
will have the same effect as a vote against the dissolution and Plan of Liquidation proposal.
VOTING YOUR SHARES.
Each share of the Companys common stock that you own in your name
entitles you to one vote. Your proxy card shows the number of shares of our common stock that you
own.
There are two ways to vote your shares of the Companys common stock at the special meeting:
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You can vote by signing and returning the enclosed proxy card. If you
vote by proxy card, your proxy, whose name is listed on the proxy
card, will vote your shares as you instruct on the proxy card. If you
sign and return the proxy card but do not give instructions on how to
vote your shares, your shares will be voted as recommended by our
board FOR the Companys proposed dissolution and Plan of Liquidation
and FOR the proposal to permit adjournment or postponement of the
special meeting for the purpose of soliciting additional proxies.
Votes received after a matter has been voted upon at the special
meeting will not be counted.
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You can attend the special meeting and vote in person. We will give
you a ballot when you arrive. However, if your shares are held in the
name of your broker, bank or another nominee, you must get a proxy
from the broker, bank or other nominee. That is the only way we can b
e sure that the broker, bank or nominee has not already voted your
shares.
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If you do not vote your shares of common stock in any of the ways described above, it will
have the same effect as a vote against the dissolution and Plan of Liquidation proposal.
ADJOURNMENT OR POSTPONEMENT.
If Proposal Two is approved at the special meeting, the Company
may adjourn or postpone the special meeting, if necessary, to solicit further proxies. In addition,
the Company may adjourn or postpone the special meeting as set forth in the Companys amended and
restated certificate of incorporation or by-laws or as
10
otherwise permitted by law.
QUESTIONS ABOUT VOTING.
If you have any questions about how to vote or direct a vote in
respect of your the Company common stock, you may call Richard W. Pehlke, our chief financial
officer, at (312) 698-4900. You may also want to consult your financial and other advisors about
the vote.
REVOKING YOUR PROXY AND CHANGING YOUR VOTE.
If you give a proxy, you may revoke it at any time
before it is exercised by doing any one of the following:
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you may send another proxy card with a later date;
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you may notify Richard W. Pehlke, our chief financial officer, in
writing before the special meeting that you have revoked your proxy;
or
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you may attend the special meeting, revoke your proxy, and vote in
person, as indicated above.
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BROKER NON-VOTES.
If your broker holds your shares in its name and you do not give the broker
voting instructions, Financial Industry Regularity Authority (FINRA) rules prohibit your broker
from voting your shares on the dissolution and liquidation proposal or the proposal to adjourn or
postpone the special meeting to solicit additional proxies. This is known as a broker non-vote.
Abstentions or broker non-votes will have the same effect as a vote against the dissolution and
liquidation proposal. Abstentions or broker non-votes will not be counted as votes for or against
the proposal to authorize management to adjourn or postpone the special meeting, as the vote
required to approve this discretionary authority is a majority of the shares present in person or
by proxy and entitled to vote.
NO DISSENTERS RIGHTS.
Under Delaware law, stockholders are not entitled to dissenters rights
of appraisal in connection with the Companys dissolution and liquidation.
SOLICITATION COSTS.
The Company is soliciting proxies on behalf of the Company Board of
Directors. This solicitation is being made by mail but also may be made in person or by telephone
or other electronic means. the Company and its respective directors, officers, employees and
consultants may also solicit proxies in person or by mail, telephone or other electronic means.
These persons will not be paid for doing this.
The Company will ask banks, brokers and other institutions, nominees and fiduciaries to
forward its proxy materials to their principals and to obtain their authority to execute proxies
and voting instructions. the Company will reimburse them for their reasonable expenses.
STOCK OWNERSHIP.
Information concerning the holdings of certain the Company stockholders is set
forth under Beneficial Ownership of Securities.
11
THE DISSOLUTION AND PLAN OF LIQUIDATION
The Board of Directors is proposing the Companys dissolution and Plan of Liquidation for
approval by our stockholders at the special meeting. After careful consideration of all relevant
factors, the Companys Board of Directors has unanimously determined that the dissolution of the
Company is fair to and in the best interest of the Company and its stockholders. The Board of
Directors has unanimously approved the Companys dissolution, declared it advisable and directed
that it be submitted for stockholder action at the meeting. The Board of Directors has also
approved the Plan of Liquidation and directed that it be submitted for stockholder action, and, as
required by Delaware law, intends to re-approve it immediately following stockholder approval of
the dissolution and liquidation and the filing of a Certificate of Dissolution with the Delaware
Secretary of State. A copy of the Plan of Liquidation is attached as Annex A to this proxy
statement. After approval of the Companys dissolution and Plan of Liquidation, we anticipate that
our activities will be limited to actions we deem necessary or appropriate to accomplish,
inter
alia,
the following:
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filing a Certificate of Dissolution with the Secretary of State of
Delaware and, thereafter, remaining in existence as a non-operating
entity for three years;
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adopting a Plan of Liquidation in substantially the form set forth in
Annex A to this proxy statement by Board of Directors action in
compliance with Delaware law;
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paying or providing for the payment of our liabilities in accordance
with Delaware law, which liabilities include (i) existing liabilities
for taxes and to providers of professional and other services, (ii)
expenses of the dissolution and liquidation, and (iii) our obligations
to the Companys public stockholders in accordance with the Companys
charter;
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winding up our remaining business activities;
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complying with U.S. Securities and Exchange Commission filing
requirements, for so long as we are required to do so; and
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making tax and other regulatory filings.
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Following dissolution, although they do not expect to do so, our Board of Directors may, at
any time, engage third parties to complete the liquidation pursuant to the Plan of Liquidation. In
addition, although it does not anticipate that it will be necessary to do so since we do not have
any material assets outside the trust account, the Board of Directors will be authorized to
establish a liquidating trust to complete the Companys liquidation.
The
Company had accrued and unpaid liabilities of approximately $1.6 million as of March 10,
2008, of which: (i) an aggregate amount of $1.2 million is owed to GBE, which GBE has agreed to
waive; and (ii) an aggregate amount of approximately $400,000 is owed to third party vendors and
service providers. Additionally, the Company has estimated accrued and unpaid federal and state
taxes of approximately $408,000 which will be paid from the proceeds of the
12
trust account. The Companys sponsor, GBE, has confirmed to the Company that it will be
responsible for, and will pay the Companys obligation with respect to, the Companys currently
outstanding accrued and unpaid liabilities owed to third party vendors and service providers and
all liabilities that will be owed to third party vendors and service providers thereafter,
including those incurred in connection with the dissolution and liquidation of the Company.
The Board of Directors has unanimously approved the dissolution of the Company and declared it
advisable, has unanimously approved the Plan of Liquidation, and unanimously recommends that the
Companys stockholders vote FOR approval of the dissolution and Plan of Liquidation.
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RISK FACTORS TO BE CONSIDERED IN CONNECTION WITH THE COMPANYS
DISSOLUTION AND THE PLAN OF LIQUIDATION
There are a number of factors that our stockholders should consider when deciding whether to
vote to approve the Companys dissolution and liquidation, including the following:
We may not meet the anticipated timing for the dissolution and liquidation.
Promptly following the meeting, if our stockholders approve the Companys dissolution and Plan
of Liquidation, we intend to file a Certificate of Dissolution with the Secretary of State of
Delaware and wind up our business promptly thereafter. We expect that the Company will make the
liquidation distribution of the net trust account proceeds to its public stockholders as soon as
practicable following the filing of our Certificate of Dissolution with the State of Delaware after
approval of the dissolution by the stockholders. We do not expect that there will be any additional
company assets remaining for distribution to stockholders after such payment. There are a number
of factors that could delay our anticipated timetable, including the following:
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delays in the payment, or arrangement for payment of remaining company
liabilities or obligations;
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lawsuits or other claims asserted against us; and
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unanticipated legal, regulatory or administrative requirements
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We may not be able to settle all of our obligations to creditors.
We have current and future obligations to creditors. The Plan of Liquidation takes into
account all of our known obligations and our best estimate of the amount reasonably required to
satisfy such obligations. As part of the winding up process, we believe that our sponsor, GBE, will
provide for the payment of all our obligations with our creditors. We cannot assure you that all of
our obligations will be able to be settled or that they can be settled for the amounts we have
estimated. If we are unable to reach agreement with a creditor relating to an obligation, that
creditor may bring a lawsuit against us.
If we do not cause all of our obligations to be paid, each stockholder may be liable to our
creditors for a pro rata portion of their claims up to the amount distributed to such stockholder
by us.
Pursuant to Delaware law, we will continue to exist for three years after the dissolution
becomes effective for completion of our winding up. Although we have been advised by our sponsor,
GBE, that it intends to satisfy all of our liabilities, each of our stockholders could be liable
for payment to our creditors of the stockholders pro rata portion of such creditors claims up to
the amount distributed to such stockholder in the liquidation.
Claims may be made against the trust account, resulting in its impairment or in delay in
distributing it to public shareholders.
14
The Company currently has little available funds outside the trust account, and accordingly,
our sponsor, GBE, will be responsible to pay our vendors and service providers. the Companys
creditors may seek to satisfy their claims from funds in the trust account which could further
reduce a stockholders distribution from the trust account, or delay stockholder distributions. We
believe we have identified all of the Companys liabilities, and do not expect the foregoing to
occur.
Recordation of transfers of our common stock on our stock transfer books will be restricted as of
the date fixed by the Board for filing the certificate of dissolution, and thereafter it generally
will not be possible for stockholders to change record ownership of our stock.
After dissolution, Delaware law will prohibit transfers of record of our common stock except
by will, intestate succession or operation of law. We believe, however, that after dissolution and
until trading on the American Stock Exchange is halted through termination of resignation, we
believe any trades of shares of our common stock held in street name will be tracked and marked
with a due bill by the Depository Trust Company.
Our Board of Directors may delay implementation of the Plan of Liquidation, even if dissolution is
approved by our stockholders.
Even if the Companys dissolution is approved by our stockholders, our Board of Directors has
reserved the right, in its discretion, to delay implementation of the Plan of Liquidation, if it
determines that doing so is in the best interests of the Company and its stockholders. The Board of
Directors is, however, unaware of any circumstances under which it would do so.
If our stockholders do not approve the dissolution and the Plan of Liquidation, no assurances can
be given as to how or when, if ever, amounts in the trust account will be distributed to our
stockholders.
The Company amended and restated certificate of incorporation provides that the trust account
proceeds will be distributed to stockholders upon the liquidation and dissolution of the Company,
and Delaware law requires that the stockholders approve the liquidation and dissolution. If the
Companys stockholders do not approve the dissolution and the Plan of Liquidation, the Company will
not have the requisite legal authority to distribute the trust account proceeds to stockholders.
In such case, no assurance can be given as to how or when, if ever, such amounts will be
distributed.
DISSOLUTION UNDER DELAWARE LAW
Section 275 of the Delaware General Corporation Law (DGCL) provides that a corporation may
dissolve upon a majority vote of the Board of Directors of the corporation followed by a favorable
vote of holders of a majority of the outstanding stock entitled to vote. Following such approval,
the dissolution is effected by filing a certificate of dissolution with the State of Delaware. Once
a corporation is dissolved, its existence is automatically continued for a term of three years, but
solely for the purpose of winding up its business. The process of winding up
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includes:
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prosecution and defense of any lawsuits;
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settling and closing of any business;
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disposition and conveyance of any property;
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discharge of any liabilities; and
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distribution of any remaining assets to the stockholders of the corporation.
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PRINCIPAL PROVISIONS OF THE PLAN OF LIQUIDATION
GENERAL
.
We will distribute pro rata to our public stockholders all of the proceeds of the trust
account, which we anticipate will be the only amounts available for distribution to stockholders.
Liquidation is expected to commence as soon as practicable after approval of the Companys
dissolution by stockholders at the special meeting. We do not anticipate that we will solicit any
further votes of our stockholders with respect to the Plan of Liquidation. Subject to the payment
or the provision for payment of our liabilities, we expect to distribute to our public stockholders
the amounts to which they are entitled under the Companys amended and restated certificate of
incorporation, consisting of the proceeds held in the trust account at the record date for the
special meeting. We do not anticipate making any other distributions to stockholders.
The
Company had accrued and unpaid liabilities of approximately $1.6 million as of March 10,
2008, of which: (i) an aggregate amount of $1.2 million is owed to GBE, which GBE has agreed to
waive; and (ii) an aggregate amount of approximately $400,000 is owed to third party vendors and
service providers. Additionally, the Company has estimated accrued and unpaid federal and state
taxes of approximately $408,000 which will be paid from the proceeds of the trust account. The
Companys sponsor, GBE, has confirmed to the Company that it will be responsible for, and will pay
the Companys obligation with respect to, the Companys currently outstanding accrued and unpaid
liabilities owed to third party vendors and service providers and all liabilities that will be owed
to third party vendors and service providers thereafter, including those incurred in connection
with the dissolution and liquidation of the Company.
As of March 10, 2008, the record date, the Company had approximately $146.2 million held in
trust. If a liquidation were to have occurred by such date, the Company estimates that the amount
held in trust, less approximately $408,000 of estimated accrued and unpaid federal and state taxes
would have been distributed to the holders of the shares of common stock purchased in the Companys
IPO. Thus, the Company estimates that the total amount available for distribution would have been
$145.8 million or approximately $6.09 per public share.
We will discontinue recording transfers of shares of our common stock on the date of the
Companys dissolution. Thereafter, certificates representing shares of our common stock will not
16
be assignable or transferable on our books, except by will, intestate succession or operation
of law. After that date, we will not issue any new stock certificates, except in connection with
such transfers or as replacement certificates.
OUR CONDUCT FOLLOWING APPROVAL OF THE DISSOLUTION AND ADOPTION OF THE PLAN OF LIQUIDATION.
Our directors and officers will not receive any compensation, other than reimbursement for
expenses, for the duties that each performs in connection with the Companys dissolution or under
the Plan of Liquidation. Following approval of the Companys dissolution by our stockholders at the
special meeting, our activities will be limited to adopting the Plan of Liquidation, winding up our
affairs, taking such actions as we believe may be necessary, appropriate or desirable to preserve
the value of our assets, and distributing our assets in accordance with the Plan of Liquidation.
We will indemnify our officers, directors and agents in accordance with our amended and
restated certificate of incorporation and bylaws for actions taken in connection with winding up
our affairs. Our obligation to indemnify such persons may be satisfied out of our remaining assets,
which are minimal. The Board of Directors and the trustees of any liquidating trust may obtain and
maintain such insurance as they believe may be appropriate to cover our indemnification obligations
under the Plan of Liquidation. The Board of Directors has not determined whether it plans to
continue to maintain directors and officers liability insurance following the dissolution of the
Company.
POTENTIAL LIABILITY OF STOCKHOLDERS.
Under the DGCL, in the event that all of our expenses and liabilities are not paid (although
our sponsor, GBE, has advised us that they intend to do so), each stockholder could be held liable
for amounts due creditors to the extent of amounts that such stockholder received from us and from
any liquidating trust under the Plan of Liquidation. Each stockholders exposure to liability is
limited to his, her or its pro rata portion of the amounts due each creditor. In addition, a
creditor could seek an injunction to prevent us from making distributions under the Plan of
Liquidation, which could delay and/or diminish distributions to stockholders.
STOCK CERTIFICATES.
Stockholders should not forward their stock certificates before receiving instructions to do
so. After such instructions are sent, stockholders of record must surrender their stock
certificates to receive distributions, pending which their shares of the trust account may be held
in trust, without interest and subject to escheat laws. If a stock certificate has been lost,
stolen or destroyed, the holder may be required to furnish us with satisfactory evidence of the
loss, theft or destruction, together with a surety bond or other indemnity, as a condition to the
receipt of any distribution.
EXCHANGE ACT REGISTRATION.
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Our Common Stock trades on the American Stock Exchange and is listed for quotation under the
trading symbol the Company on the American Stock Exchange (www.amex.com). After dissolution,
because we will discontinue recording transfers of our common stock and in view of the significant
costs involved in compliance with reporting requirements and other laws and regulations applicable
to public companies, the Board of Directors intends to apply to terminate the Companys
registration and reporting requirements under the Securities Exchange Act of 1934. If registration
is terminated, trading in the common stock on the American Stock Exchange would terminate.
LIQUIDATING TRUSTS.
Although the Board of Directors does not believe it will be necessary, we may transfer any of
our remaining assets to one or more liquidating trusts, the purpose of which would be to serve as a
temporary repository for the trust property prior to its disposition or distribution to our
stockholders. Any liquidating trust would be evidenced by a trust agreement between the Company and
the person(s) the Board of Directors chooses as trustee(s).
SALES OF ASSETS.
The Plan of Liquidation gives the Board of Directors the authority to sell all of our
remaining assets, although the Companys assets outside the trust account are immaterial. Any such
sale proceeds may be reduced by transaction expenses, and may be less for a particular asset than
if we were not in liquidation. We do not expect any material asset sales to occur.
ABSENCE OF APPRAISAL RIGHTS.
Stockholders are not entitled to appraisal rights in connection with the Companys dissolution
and liquidation.
REGULATORY APPROVALS.
We do not believe that any material United States federal or state regulatory requirements
must be met or approvals obtained in connection with the Companys dissolution or the Plan of
Liquidation.
TREATMENT OF WARRANTS.
There will be no distribution from the trust account with respect to the Companys warrants.
Because the Company failed to consummate a business combination, the Companys warrants did not
become exercisable and will expire worthless.
PAYMENT OF EXPENSES.
In the discretion of our Board of Directors, we may pay brokerage, agency, professional and
other fees and expenses to any person in connection the implementation of the Plan of Liquidation.
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VOTES REQUIRED AND BOARD RECOMMENDATION.
Approval of the Companys dissolution and Plan of Liquidation requires the affirmative vote of
a majority of the total number of votes entitled to be cast by all shares outstanding on the record
date. The holders of common stock will vote on the matter of the approval of the Companys
dissolution and Plan of Liquidation, with each holder entitled to one vote per share on the matter.
The Companys Board of Directors believes that the Companys dissolution and Plan of
Liquidation is fair to and in the best interests of our stockholders.
The Board of Directors has unanimously approved the dissolution of the Company and declared it
advisable, has unanimously approved the Plan of Liquidation, and unanimously recommends that the
Companys stockholders vote FOR approval of the dissolution and Plan of Liquidation.
The initial stockholders, including our directors and officers, and their respective assigns,
who hold, as of the record date, an aggregate of 7,792,736 outstanding shares of our common stock,
have indicated that they will vote FOR the dissolution and Plan of Liquidation. See Beneficial
Ownership of Securities.
Shares represented by proxy cards received in time for the Meeting that are properly signed,
dated and returned without specifying choices will be voted FOR this proposal.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a general summary of the material U.S. federal income tax
consequences of the Plan of Liquidation to the Company and to current holders of our common stock
and warrants originally issued in our IPO, who are United States persons, as defined in the
Internal Revenue Code of 1986, as amended (the Code) and who hold such shares and warrants as
capital assets, as defined in the Code. The discussion does not purport to be a complete analysis
of all of the potential tax effects of the Plan of Liquidation. Tax considerations applicable to a
particular stockholder or warrant holder will depend on that stockholders or warrant holders
individual circumstances. The discussion addresses neither the tax consequences that may be
relevant to particular categories of stockholders or warrant holders subject to special treatment
under certain U.S. federal income tax laws (such as dealers in securities, banks, insurance
companies, tax-exempt organizations, mutual funds, and foreign individuals and entities) nor any
tax consequences arising under the laws of any state, local or foreign jurisdiction. In addition,
the discussion does not consider the tax treatment of partnerships or other pass-through entities
or persons who hold our shares or warrants through such entities.
The discussion is based upon the Code, U.S. Department of the Treasury regulations, rulings of
the Internal Revenue Service (IRS), and judicial decisions now in effect, all of which are
subject to change or to varying interpretation at any time. Any such changes or
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varying interpretations may also be applied retroactively. The following discussion has no
binding effect on the IRS or the courts and assumes that we will liquidate substantially in
accordance with the Plan of Liquidation.
We can give no assurance that the tax treatment described herein will remain unchanged. No
ruling has been requested from the IRS with respect to the anticipated tax treatment of the Plan of
Liquidation, and we will not seek either such a ruling or an opinion of counsel with respect to the
anticipated tax treatment. If any tax consequences or facts prove not to be as anticipated and
described herein, the result could be increased taxation at the stockholder or warrant holder
level.
Stockholders and warrant holders are urged to consult their own tax advisors as to the
specific tax consequences to them in connection with the plan of liquidation and our dissolution,
including tax reporting requirements, the applicability and effect of foreign, federal, state,
local and other applicable tax laws and the effect of any proposed changes in tax laws.
CONSEQUENCES TO THE COMPANY
The Company may recognize gain or loss on the sale or other taxable disposition of any of its
assets pursuant to its liquidation to the extent of the difference between the amount realized on
such sale (or the fair market value of the asset) and its tax basis in such asset.
CONSEQUENCES TO STOCKHOLDERS
GAIN OR LOSS ON LIQUIDATION.
Amounts received by stockholders pursuant to the liquidation will be treated as full payment
in exchange for their shares of our common stock. As a result of our liquidation, a stockholder
generally will recognize gain or loss equal to the difference between (i) the amount of cash
distributed to such stockholder (including distributions to any liquidating trust), less any known
liabilities assumed by the stockholder or to which the distributed property is subject, and (ii)
such stockholders tax basis in the shares of our common stock.
A stockholders gain or loss will be computed on a per share basis, so that gain or loss is
calculated separately for blocks of stock acquired at different dates or for different prices. Each
liquidation distribution will be allocated proportionately to each share of stock owned by a
stockholder, and will be applied first to recover a stockholders tax basis with respect to such
share of stock. Gain will be recognized in connection with a liquidation distribution allocated to
a share of stock only to the extent that the aggregate value of all liquidation distributions
received by a stockholder with respect to that share exceeds such stockholders tax basis for that
share. Any loss generally will be recognized only when a stockholder receives our final
distribution to stockholders, and then only if the aggregate value of the liquidation distributions
with respect to a share of stock is less than the stockholders tax basis for that share. Any
payments by a stockholder in satisfaction of any company liability generally would produce a loss
in the year paid. Gain or loss recognized by a stockholder in connection with our liquidation
generally will be capital gain or loss, and will be long-term capital gain or loss if the share has
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been held for more than one year, and short term capital gain or loss if the share has not
been held for more than one year. Long term capital gain of non-corporate taxpayers may be subject
to more favorable tax rates than ordinary income or short term capital gain. The deductibility of
capital losses is subject to various limitations.
LIQUIDATING TRUSTS.
If we transfer assets to a liquidating trust for the benefit of the stockholders, we intend to
structure any such liquidating trust as a grantor trust of the stockholders, so that stockholders
will be treated for U.S. federal income tax purposes as first having constructively received their
pro rata share of the property transferred to the trust and then having contributed such property
to the trust. In the event that one or more liquidating trusts are formed, the stockholders
generally will receive notice of the transfer(s). The amount of the deemed distribution to the
stockholders generally will be reduced by the amount of any known liabilities assumed by the
liquidating trust or to which the transferred property is subject. A liquidating trust qualifying
as a grantor trust is itself not subject to U.S. federal income tax. Our former stockholders, as
owners of the liquidating trust, would be required to take into account for U.S. federal income tax
purposes their respective allocable portions of any future income, gain, or loss recognized by such
liquidating trust, whether or not they have received any actual distributions from the liquidating
trust with which to pay any tax on such tax items. Stockholders would receive annual statements
from the liquidating trust reporting their respective allocable shares of the various tax items of
the trust.
BACK-UP WITHHOLDING.
Unless a stockholder complies with certain reporting and/or Form W-9 certification procedures
or is an exempt recipient under applicable provisions of the Code and Treasury Regulations, he, she
or it may be subject to back-up withholding tax with respect to any payments received pursuant to
the liquidation. The back-up withholding tax is currently imposed at a rate of 28%. Back-up
withholding generally will not apply to payments made to some exempt recipients such as a
corporation or financial institution or to a stockholder who furnishes a correct taxpayer
identification number or provides a certificate of foreign status and provides certain other
required information. If back-up withholding applies, the amount withheld is not an additional tax,
but is credited against the stockholders U.S. federal income tax liability.
CONSEQUENCES TO WARRANT HOLDERS
Since no distributions will be made to warrant holders pursuant to the Plan of Liquidation, a
holder of our warrants should recognize a capital loss equal to such warrant holders tax basis in
the warrant in the tax year in which such warrant becomes worthless (or expires). Because the
Company failed to consummate a business combination, the Companys warrants did not become
exercisable and will expire worthless.
21
INFORMATION ABOUT THE COMPANY
The Company was organized in September 2005 to acquire, through a purchase, or other business
combination, commercial real estate properties and/or assets. To date, the Companys efforts have
been limited to organizational activities, completion of its IPO, the evaluation of potential
business combination, negotiation and entering into the Purchase Agreement with GBE with respect to
the proposed business combination, the preparation and mailing of a proxy for, and the holding of,
a special meeting of the stockholders to vote on the proposed Purchase Agreement.
THE IPO AND TRUST ACCOUNT.
The net proceeds from our initial public offering in March 2006 was approximately
$133,400,000, including proceeds from the exercise of the underwriters over-allotment option. Of
this amount, $132,325,004 was placed in trust, along with the initial capital from GBE ($2,500,000)
and a deferred underwriting discount ($2,675,000), with approximately $1,075,000 remaining and
available to us for our activities in connection with identifying and conducting due diligence of a
suitable business combination, and for general corporate matters.
The remaining proceeds have been used by the Company in its pursuit of a business combination.
The trust account is not to be released until the earlier of the consummation of a business
combination or liquidation of the Company, although, as noted elsewhere in this proxy statement,
claims might be made against the Company by creditors who might seek to have such claims satisfied
from the trust account. The trust account contained approximately $146.2 million as of March 10,
2008, the record date.
Because the Company did not consummate a business combination by the time stipulated in its
amended and restated certificate of incorporation, the Companys Board of Directors has proposed to
dissolve the Company as contemplated by its amended and restated certificate of incorporation and
distribute to the Companys public stockholders, in proportion to their respective equity
interests, sums in the trust account, inclusive of any interest, less any of the Companys
outstanding debts and obligations.
As of March 10, 2008, the record date, the Company had approximately $146.2 million held in
trust. If a liquidation were to have occurred by such date, the Company estimates that the amount
held in trust less approximately $408,000 million of estimated accrued and unpaid federal and state
taxes would have been distributed to the holders of the shares of common stock purchased in the
Companys initial public offering. Thus, the Company estimates that the total amount available for
distribution would have been $145.8 million or approximately $6.09 per public share.
The Companys initial stockholders and their respective assigns have waived their rights to
participate in any liquidation distribution with respect to shares of common stock owned by them
prior to the IPO. There will be no distribution from the trust account with respect to the
Companys warrants.
22
FACILITIES.
We do not own any real estate or other physical properties material to our operation. Our
headquarters are located at 500 West Monroe Street, Suite 2800, Chicago, Illinois 60661. We
currently pay $7,500 per-month fee for use of our office facilities.
EMPLOYEES.
We currently have two officers, one of whom is also a member of our Board of Directors. the
Companys executive officer Richard W. Pehlke is also an executive officer of GBE. Additionally,
C. Michael Kojaian, our chairman of the board and chief executive officer, is also a director of
GBE. We have no other employees. These individuals are not obligated to devote any specific number
of hours to our matters and intend to devote only as much time as they deem necessary to our
affairs.
PERIODIC REPORTING AND AUDITED FINANCIAL STATEMENTS.
The Company has registered its securities under the Securities and Exchange Act of 1934, as
amended, and has reporting obligations, including the requirement to file annual and quarterly
reports with the SEC. In accordance with the requirements of the Exchange Act, the Companys annual
reports contain financial statements audited and reported on by the Companys independent
registered public accounting firm.
LEGAL PROCEEDINGS
.
The Company is not currently a party to any pending material legal proceedings.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial ownership of our common
stock as of March 10, 2008, by each person known by us to be the beneficial owner of more
than 5% of our outstanding shares of common stock based solely upon the amounts and percentages as
are contained in the public filings of such persons; each of our current executive officers and
directors; and all our current executive officers and directors as a group. Our initial
stockholders, including our directors and officers, have waived any interest in any distribution of
the trust account.
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
Percent of
|
Name and Address of Beneficial Owner
(1)
|
|
of Shares
(2)
|
|
Class
|
|
GBE
|
|
|
5,667,719
|
|
|
|
19.00
|
%
|
Wellington Management Company, LLP
(3)
|
|
|
3,320,550
|
|
|
|
11.13
|
%
|
D.B. Zwirn & Co., L.P.
(4)
|
|
|
3,064,718
|
|
|
|
10.27
|
%
|
DBZ GP, LLC
(4)
|
|
|
3,064,718
|
|
|
|
10.27
|
%
|
23
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
Percent of
|
Name and Address of Beneficial Owner
(1)
|
|
of Shares
(2)
|
|
Class
|
Zwirn Holdings, LLC
(4)
|
|
|
3,064,718
|
|
|
|
10.27
|
%
|
Daniel B. Zwirn
(4)
|
|
|
3,064,718
|
|
|
|
10.27
|
%
|
Satellite Asset management, L.P.
(5)
|
|
|
2,757,700
|
|
|
|
9.24
|
%
|
Satellite Fund management, LLC
(5)
|
|
|
2,757,700
|
|
|
|
9.24
|
%
|
Andrew M. Weiss, Ph.D
(6)
|
|
|
2,670,000
|
|
|
|
8.95
|
%
|
Chris Kuchanny
(7)
|
|
|
2,535,746
|
|
|
|
8.50
|
%
|
Osmium Special Situations Fund Ltd.
(7)
|
|
|
2,535,746
|
|
|
|
8.50
|
%
|
C. Michael Kojaian
(8)
|
|
|
1,908,337
|
|
|
|
6.40
|
%
|
Weiss Asset Management, LLC
(6)
|
|
|
1,903,613
|
|
|
|
6.38
|
%
|
Kojaian Ventures-MM, Inc.
(8)(9)
|
|
|
1,866,667
|
|
|
|
6.26
|
%
|
Kojaian Ventures, L.L.C.
(8)(9)
|
|
|
1,866,667
|
|
|
|
6.26
|
%
|
Bulldog Investors
(10)
|
|
|
1,762,025
|
|
|
|
5.91
|
%
|
Mark E. Rose
|
|
|
91,670
|
|
|
|
*
|
|
William Downey
|
|
|
41,670
|
|
|
|
*
|
|
Alan M. Stillman
|
|
|
41,670
|
|
|
|
*
|
|
Melvin F. Lazar
|
|
|
41,670
|
|
|
|
*
|
|
Richard W. Pehlke
|
|
|
0
|
|
|
|
*
|
|
All Directors and Additional Officers as a Group
|
|
|
2,125,017
|
|
|
|
7.12
|
%
|
|
|
|
*
|
|
Less than 1%
|
|
(1)
|
|
Unless otherwise indicated, the business address of each of the
stockholders is 500 West Monroe Street, Suite 2800, Chicago, Illinois
60661.
|
|
(2)
|
|
Unless otherwise indicated, all ownership is direct beneficial ownership
|
|
(3)
|
|
Wellington Management Company, LLP, (Wellington) in its capacity as
investment advisor, may be deemed to beneficially own 3,320,550 shares
of GERA common stock which are held of record by clients of
Wellington. Wellingtons clients have the right to receive, or the
power to direct the receipt of, dividends from, or the proceeds from
the sale of, such securities. The address for Wellington is 75 State
Street, Boston, Massachusetts, 02109. Perry Traquina is the chief
executive officer of Wellington.
|
|
(4)
|
|
D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn Holdings, LLC, and Daniel
B. Zwirn may each be deemed the beneficial owner of (i) 1,190,840
shares of GERA common stock owned by D.B. Zwirn Special Opportunities
Fund, L.P., and (ii) 1,873,878 shares of GERA common stock owned by
D.B. Zwirn Special Opportunities Fund, Ltd. (each entity referred to
in (i) and (ii) is herein referred to as a Fund and, collectively,
as the Funds). D.B. Zwirn & Co., L.P. is the manager of each of the
Funds, and consequently has voting control and investment discretion
over the GERA common stock held by each of the Funds. Daniel B. Zwirn
is the managing member of and thereby controls, Zwirn Holdings, LLC,
which in turn is the managing member of and thereby controls DBZ GP,
LLC, which in turn is the general partner of and thereby controls D.B.
Zwirn & Co., L.P. The address of each of D.B. Zwirn & Co., L.P., DBZ
GP, LLC, Zwirn Holdings, LLC, and Daniel B. Zwirn is 745 Fifth Avenue,
18th Floor, New York, NY 10151.
|
|
(5)
|
|
Beneficially owned shares are held by certain funds and accounts (the
Satellite Funds) over which Satellite Asset Management, L.P. (SAM)
has discretionary investment trading authority. The general partner
is Satellite Fund Management, LLC (SFM). SFMs executive committee
makes investment decisions on behalf of the Satellite Funds and
investment decisions made by such executive committee, when necessary,
are made through approval of a majority of the executive Committee
members. The business addresses for each SAM and SFM is 623 Fifth
Avenue, 19
th
Floor, New York, New York 10022.
|
|
(6)
|
|
Weiss Asset Management, LLC (WAM, LLC) may be deemed to beneficially
own 1,903,613 shares of GERA common stock owned by a private
investment partnership of which WAM, LLC is
|
24
|
|
|
|
|
the sole general partner.
Weiss Capital, LLC (WC, LLC) may be deemed to beneficially own
766,387 shares of GERA common stock owned by a private investment
corporation of which WC, LLC is the investment manager. As the
managing member of each of WAM, LLC and WC, LLC, Andrew M. Weiss, Ph.D
(Weiss) may be deemed to control these entities and, as such, may be
deemed to beneficially own the shares of GERA common stock
beneficially owned by WAM, LLC and WC, LLC. Weiss disclaims beneficial
ownership of these shares, except to the extent of his pecuniary
interest therein. The address of each of the shareholders is 29
Commonwealth Avenue, 10th Floor, Boston, Massachusetts, 02116.
|
|
(7)
|
|
Osmium Special Situations Fund Ltd. (Osmuim) beneficially owns
2,535,746 shares of GERA common stock. Chris Kuchanny, as chairman and
chief executive officer of Osmium, may be deemed to have beneficial
ownership of such shares. Mr. Kuchanny disclaims beneficial ownership
of these shares, other than the portion of such shares which relates
to his individual economic interest in Osmium. The address of each of
Osmium and Mr. Kuchanny is Canons Court, 22 Victoria Street, Hamilton
HMII, Bermuda.
|
|
(8)
|
|
C. Michael Kojaian, the chairman of the Companys board of directors
and the chief executive officer of the Company, is affiliated with
Kojaian Ventures, L.L.C. and Kojaian Ventures-MM, Inc. Pursuant to the
rules established under Securities Exchange Act of 1934, the foregoing
parties may be deemed to be a group, as defined in Section 13(d) of
such Act.
|
|
(9)
|
|
Kojaian Ventures-MM, Inc. is the managing member of Kojaian Ventures,
L.L.C. The address for each of Kojaian Ventures, L.L.C. and Kojaian
Ventures-MM, Inc. is 39400 Woodward Ave., Suite 250, Bloomfield Hills,
Michigan 48304.
|
|
(10)
|
|
This information is based solely upon Bulldog Investors Schedule 13G
filed with the Securities and Exchange Commission on January 25,
2008. Phillip Goldstein and Andrew Dakos are the two principals of
Bulldog Investors. Clients of Phillip Goldstein and Andrew Dakos are
entitled to receive dividends and sales proceeds. Bulldog Investors
address is Park 80 West, Plaza Two, Saddle Brook, New Jersey 07663.
|
STOCKHOLDER PROPOSALS
Whether or not the dissolution is approved, the Company does not expect to have an annual meeting
of stockholders after the special meeting.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS
Pursuant to the rules of the Securities and Exchange Commission, the Company and services that it
employs to deliver communications to its stockholders are permitted to deliver to two or more
stockholders sharing the same address a single copy of the Companys proxy statement. Upon written
or oral request, the Company will deliver a separate copy of the annual report to stockholders
and/or proxy statement to any stockholder at a shared address who wishes to receive separate copies
of such documents in the future. Stockholders receiving multiple copies of such documents may
likewise request that the Company deliver single copies of such documents in the future.
Stockholders may notify the Company of their requests by calling or writing us at our headquarters
at 500 West Monroe Street, Suite 2800, Chicago, Illinois 60661.
WHERE YOU CAN FIND MORE INFORMATION
The Company files reports, proxy statements and other information with the Securities and
25
Exchange Commission as required by the Securities Exchange Act of 1934, as amended. You may
read and copy reports, proxy statements and other information filed by the Company with the
Securities and Exchange Commission at the Securities and Exchange Commission public reference room
located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation
of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330.
You may also obtain copies of the materials described above at prescribed rates by writing to the
Securities and Exchange Commission, Public Reference Section, 100 F Street, N.E., Washington, D.C.
20549. You may access information on the Company at the Securities and Exchange Commission web site
containing reports, proxy statements and other information at: http://www.sec.gov.
Information and statements contained in this proxy statement or any annex to this proxy
statement are qualified in all respects by reference to the copy of the relevant contract or other
annex filed as an exhibit to this proxy statement.
If you would like additional copies of this document or if you have questions about the
merger, you should contact via phone or in writing:
Richard W. Pehlke
Chief Financial Officer
Grubb & Ellis Realty Advisors, Inc.
500 West Monroe Street
Suite 2800
Chicago, Illinois 60661
(312) 698-4900
26
ANNEX A
PLAN OF LIQUIDATION
OF
GRUBB & ELLIS REALTY ADVISORS, INC.
(A DISSOLVED DELAWARE CORPORATION)
This
Plan of Liquidation of Grubb & Ellis Realty Advisors, Inc. (the
Company
) is dated this
day of
, 2008.
WHEREAS, the dissolution of the Company was duly authorized by its board of directors and
stockholders, and the Company was dissolved on
, 2008 by the filing of
a Certificate of Dissolution with the Office of the Secretary of State of the State of Delaware;
WHEREAS, the Company elects to adopt a plan of distribution pursuant to Section 281(b) of the
Delaware General Corporation Law (the
DGCL
);
WHEREAS, the Company has paid or otherwise satisfied all claims and obligations of the Company
known to the Company, including conditional, contingent, or unmatured contractual claims known to
the Company, other than the following:
1. Fees
and expenses in connection with legal, accounting and other
professional services, and other goods and services
provided prior to the date hereof, and liabilities and obligations for federal and state taxes, all
as shown on the Companys unaudited interim financial statements at and for the period ending
December 31, 2007, and liabilities and obligations incurred or to be incurred after such date,
including (i) for federal and state taxes, and (ii) fees and expenses in connection with legal,
accounting and other professional services to be rendered in connection with the dissolution and
liquidation of the Company and the winding-up of its business and affairs; and
2. The Companys obligations to holders of its common stock issued in its initial public
offering (
IPO
) (the
Public Stockholders
) to distribute the proceeds of the trust account (net
of applicable taxes) established in connection with the IPO (the
Trust Account
).
WHEREAS, there are no pending actions, suits, or proceedings to which the Company is a party;
and
WHEREAS, there are no facts known to the Company indicating that claims that have not been
made known to the Company or that have not arisen are likely to become known to the Company or to
arise within ten years after the date of dissolution;
NOW THEREFORE, the Company adopts the following Plan of Liquidation, which shall constitute a
plan of distribution in accordance with Section 281(b) of the DGCL:
A-1
1. PAYMENT OF LIABILITIES AND OBLIGATIONS.
The Company shall, as soon as practicable following
the adoption of this Plan of Liquidation by the board of directors after the filing of a
Certificate of Dissolution of the Company in accordance with Delaware law, (a) provide for the
payment in full or in such other amount as shall be agreed upon by the Company and the relevant
creditor the liabilities, obligations, fees and expenses described in paragraph 1 of the third
WHEREAS clause hereof and (b) pay in full the obligations described in paragraph 2 of such third
WHEREAS clause.
2. AUTHORITY OF OFFICERS AND DIRECTORS
. The board of directors and the officers of the Company
shall continue in their positions for the purpose of winding up the affairs of the Company as
contemplated by Delaware law. The board of directors may appoint officers, hire employees and
retain independent contractors in connection with the winding up process, and is authorized to
arrange for the payment to such persons as compensation for their services, provided that no
current officer or director of the Company shall receive any compensation for his services as
aforesaid, and that any such compensation to such other persons shall be fair and reasonable and
consistent with disclosures made to the Companys stockholders in connection with the adoption of
this Plan of Liquidation. Adoption of this Plan of Liquidation by holders of a majority of the
voting power represented collectively by the outstanding shares of the Companys common stock shall
constitute the approval of the Companys stockholders of the
board of directors authorization of
the payment of any such compensation. The adoption of the Plan of Liquidation by the holders of the
Companys common stock shall constitute full and complete authority for the board of directors and
the officers of the Company, without further stockholder action, to do and perform any and all acts
and to make, execute and deliver any and all agreements, conveyances, assignments, transfers,
certificates and other documents of any kind and character that the board of directors or such
officers deem necessary, appropriate or advisable (i) to dissolve the Company in accordance with
the laws of the State of Delaware and cause its withdrawal from all jurisdictions in which it is
authorized to do business; (ii) to sell, dispose, convey, transfer and deliver the assets of the
Company; (iii) to satisfy or provide for the satisfaction of the Companys obligations in
accordance with Section 281(b) of the DGCL; and (iv) to distribute all of the remaining funds of
the Company to the holders of the Companys common stock in complete cancellation or redemption of
its stock.
3. CONVERSION OF ASSETS INTO CASH OR OTHER DISTRIBUTABLE FORM
. Subject to approval by the
board of directors, the officers, employees and agents of the Company shall, as promptly as
feasible, proceed to collect all sums due or owing to the Company, to sell and convert into cash
any and all corporate assets and, out of the assets of the Company, to pay, satisfy and discharge
or make adequate provision for the payment, satisfaction and discharge of all debts and liabilities
of the Company pursuant to Sections 1 and 2 of the third WHEREAS clause above, including all
expenses of the sale of assets and of the dissolution and liquidation provided for by this Plan of
Liquidation.
4. RECOVERY OF ASSETS.
In the event that the Company (or any trustee or receiver for the
Company appointed pursuant to Section 279 of the DGCL) shall recover any assets or funds belonging
to the Company, such funds shall first be used to satisfy any claims against or obligations of the
Company, and to the extent any assets or funds remain thereafter, shall be distributed to the
stockholders of the Company in accordance with and subject to the terms of the
A-2
Companys amended and restated certificate of incorporation and the DGCL, and further subject
to such terms and conditions as the board of directors of the Company (or any trustee or receiver
for the Company) may deem appropriate; provided, however, that nothing herein shall be deemed to
preclude the Company (or any trustee or receiver for the Company) from petitioning any court of
competent jurisdiction for instructions as to the proper distribution and allocation of any such
assets or funds that may be recovered by or on behalf of the Company.
5. PROFESSIONAL FEES AND EXPENSES
. It is specifically contemplated that the board of directors
may authorize, on behalf of the Company, the retention of a law firm or law firms selected by the
board of directors to, among other things, provide legal services pursuant to, and in connection
with, the indemnification of the Companys officers or members of the board of directors provided
by the Company pursuant to its amended and restated certificate of incorporation and bylaws, the
DGCL, by contract, or otherwise, and may authorize the retention of an accounting firm or firms
selected by the board of directors in connection with services to be rendered to the Company.
In addition, in connection with and for the purpose of implementing and assuring completion of
this Plan of Liquidation, the Company may, in the sole and absolute
discretion of the board of
directors, arrange for the payment of any brokerage, agency and other fees and expenses of persons
rendering services to the Company in connection with the collection, sale, exchange or other
disposition of the Companys property and assets and the implementation of this Plan of
Liquidation.
6. INDEMNIFICATION
. The Company shall continue to indemnify its officers, directors, employees
and agents in accordance with its amended and restated certificate of incorporation and bylaws and
any contractual arrangements, for actions taken in connection with this Plan of Liquidation and the
winding up of the affairs of the Company. The board of directors, in its sole and absolute
discretion, is authorized to obtain and maintain insurance as may be necessary, appropriate or
advisable to cover the Companys obligations hereunder, including without limitation directors and
officers liability coverage.
7. LIQUIDATING TRUST
. The board of directors may, but is not required to, establish and
distribute assets of the Company to a liquidating trust, which may be established by agreement in
form and substance determined by the board of directors with one or more trustees selected by the
board of directors. In the alternative, the board of directors may petition a Court of competent
jurisdiction for the appointment of one more trustees to conduct the liquidation of the Company,
subject to the supervision of the Court. Whether appointed by an agreement or by the Court, the
trustees shall in general be authorized to take charge of the Companys property, and to collect
the debts and property due and belonging to the Company, with power to prosecute and defend, in the
name of the Company or otherwise, all such suits as may be necessary or proper for the foregoing
purposes, and to appoint agents under them and to do all other acts which might be done by the
Company that may be necessary, appropriate or advisable for the final settlement of the unfinished
business of the Company.
8. LIQUIDATING DISTRIBUTIONS
. Liquidating distributions shall be made from time to time after
the adoption of this Plan of Liquidation to the holders of record, at the close of
A-3
business on the date of the filing of a Certificate of Dissolution of the Company, of
outstanding shares of common stock of the Company, pro rata in accordance with the respective
number of shares then held of record; provided that in the opinion of the board of directors
adequate provision has been made for the payment, satisfaction and discharge of all known,
unascertained or contingent debts, obligations and liabilities of the Company (including costs and
expenses incurred and anticipated to be incurred in connection with the complete liquidation of the
Company). All determinations as to the time for and the amount of liquidating distributions shall
be made in the exercise of the absolute discretion of the board of directors and in accordance with
Section 281 of the DGCL. As provided in Section 12 below, distributions made pursuant to this Plan
of Liquidation shall be treated as made in complete liquidation of the Company within the meaning
of the Code and the regulations promulgated thereunder.
9. AMENDMENT OR MODIFICATION OF PLAN OF LIQUIDATION
. If for any reason the board of directors
determines that such action would be in the best interests of the Company, it may amend or modify
this Plan of Liquidation and all action contemplated thereunder, notwithstanding stockholder
approval of this Plan of Liquidation, to the extent permitted by the DGCL; provided, however, that
the Company will not amend or modify this Plan of Liquidation under circumstances that would
require additional stockholder approval under the DGCL and/or the federal securities laws without
complying with such laws.
10. CANCELLATION OF STOCK AND STOCK CERTIFICATES
. Following the dissolution of the Company,
the Company shall no longer permit or effect transfers of any of its stock, except by will,
intestate succession or operation of law.
11. LIQUIDATION UNDER CODE SECTIONS 331 AND 336
. It is intended that this Plan of Liquidation
shall be a plan of complete liquidation of the Company in accordance with the terms of Sections 331
and 336 of the Internal Revenue Code of 1986, as amended (the
Code
). This Plan of Liquidation
shall be deemed to authorize the taking of such action as, in the opinion of counsel for the
Company, may be necessary to conform with the provisions of said Sections 331 and 336 and the
regulations promulgated thereunder, including, without limitation, the making of an election under
Code Section 336(e), if applicable.
12. FILING OF TAX FORMS
. The appropriate officers of the Company are authorized and directed,
within 30 days after the effective date of this Plan of Liquidation, to execute and file a United
States Treasury Form 966 pursuant to Section 6043 of the Code and such additional forms and reports
with the Internal Revenue Service as may be necessary or appropriate in connection with this Plan
of Liquidation and the carrying out thereof.
A-4
FOLD AND DETACH HERE AND READ THE REVERSE SIDE
PROXY
GRUBB & ELLIS REALTY ADVISORS, INC.
500 WEST MONROE STREET
SUITE 2800
CHICAGO, ILLINOIS 60661
SPECIAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF GRUBB & ELLIS REALTY ADVISORS, INC..
The undersigned stockholder of Grubb & Ellis Realty Advisors, Inc. (the Company)
acknowledges receipt of the Notice of Special Meeting of Stockholders of the Company and hereby
appoints C. Michael Kojaian or Richard W. Pehlke, and each of them, and each with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all the shares of common
stock of the Company which the undersigned is entitled to vote at the Special Meeting of
Stockholders of the Company to be held at the offices of Zukerman Gore & Brandeis, LLP, 875 Third
Avenue, 28
th
Floor, New York, New York 10022 on
[
, 2008]
, at
[10:00
a.m.]
, Eastern Time, and at all postponements or adjournments thereof, as indicated on this proxy.
THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED. THIS PROXY WILL BE VOTED AS
DIRECTED. IF NO DIRECTIONS ARE GIVEN WITH RESPECT TO A PROPOSAL, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL. THE COMPANYS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE
PROPOSALS SHOWN ON THE REVERSE SIDE.
(Continued and to be signed on reverse side)
PROXY
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTIONS ARE GIVEN WITH RESPECT TO A
PROPOSAL, THIS PROXY WILL BE VOTED FOR THE PROPOSAL. THE COMPANYS BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR EACH OF THE PROPOSALS.
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For
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Against
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Abstain
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1. To Approve The Dissolution Of The
Company And The Plan Of Liquidation
Submitted To Stockholders At The Special
Meeting.
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2. To Permit The Companys Board Of Directors Or Its Chairman, In
Their Discretion, To Adjourn Or Postpone
The Special Meeting If Necessary For
Further Solicitation Of Proxies If There
Are Not Sufficient Votes At The Originally
Scheduled Time Of The Special Meeting To
Approve The Foregoing Proposal.
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Mark Here For Address Change And Note Below
New Address:
PLEASE MARK, DATE AND RETURN THIS PROXY PROMPTLY.
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SIGNATURE
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SIGNATURE
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DATE
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PRINT
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PRINT
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Sign exactly as name appears on this proxy card. If shares are held jointly, each holder
should sign. Executors, administrators, trustees, guardians, attorneys and agents should give their
full titles. If stockholder is a corporation, sign in full name by an authorized officer.
Grubb & Ellis Realty Advisors, (AMEX:GAV)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Grubb & Ellis Realty Advisors, (AMEX:GAV)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024