Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-133652
GRUBB &
ELLIS HEALTHCARE REIT, INC.
SUPPLEMENT
NO. 2 DATED JANUARY 30, 2009
TO THE PROSPECTUS DATED DECEMBER 3, 2008
This document supplements, and should be read in conjunction
with, our prospectus dated December 3, 2008, as
supplemented by Supplement No. 1 dated December 3,
2008, relating to our offering of 221,052,632 shares of
common stock. The purpose of this Supplement No. 2 is to
disclose:
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the status of our initial public offering;
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our intention to conduct a follow-on offering;
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the appointment of a new chief accounting officer; and
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the approval of certain amendments to our independent director
compensation plan.
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Status of
Our Initial Public Offering
As of January 23, 2009, we had received and accepted
subscriptions in our offering for 78,076,645 shares of our
common stock, or approximately $779,839,000, excluding shares
issued under our distribution reinvestment plan. As of
January 23, 2009, approximately 121,923,355 shares
remained available for sale to the public under our initial
public offering, excluding shares available under our
distribution reinvestment plan. We will sell shares in our
offering until the earlier of September 20, 2009, or the
date on which the maximum offering has been sold.
Follow-on
Offering
We disclosed in November 2008 that we did not have the intent at
that time to conduct a follow-on offering. We also disclosed
that nothing limited our rights to pursue a follow-on offering
in the future. On January 28, 2009, our board of directors
determined that at this time, it is in the best interests of our
stockholders to pursue a follow-on offering. This information
does not constitute an offer of any securities for sale.
Appointment
of Chief Accounting Officer
On January 28, 2009, our board of directors appointed
Kellie S. Pruitt to serve as our Chief Accounting Officer.
Ms. Pruitt replaces Shannon K S Johnson as our principal
accounting officer. This appointment represents another step in
our self-management program. Ms. Johnson continues to serve
as our Chief Financial Officer and principal financial officer.
Ms. Pruitt, 42, has served as our Controller since
January 5, 2009. Ms. Pruitt served as a Senior Manager
at Deloitte & Touche LLP, from 1995 to 2007, serving
both public and privately held companies primarily concentrated
in the real estate and consumer business industries. From
September 2007 to December 2008, Ms. Pruitt served as the
Vice President, Financial Reporting and Compliance, for Fender
Musical Instruments Corporation. She graduated from the
University of Texas with a B.A. degree in Accounting and is a
member of the AICPA. Ms. Pruitt is a Certified Public
Accountant licensed in Arizona and Texas.
Amendments
to Director Compensation Plan
On December 30, 2008, our board of directors, upon the
recommendation of our compensation committee, approved the
following amendments to our independent director compensation
plan:
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Annual Retainer. Effective January 1,
2009, the annual retainer for each independent director was
increased from $36,000 to $50,000.
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Annual Retainer, Committee Chairman. Effective
January 1, 2009, the chairman of each board committee
(including the audit committee, the compensation committee, the
nominating and corporate governance committee, and the
investment committee) will receive an additional annual retainer
of $7,500.
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