UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 31, 1998
LASALLE PARTNERS INCORPORATED
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(Exact name of registrant as specified in its charter)
Maryland 1-13145 36-4150422
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(State or other juris- (Commission File (IRS Employer
diction of incorporation Number) Identification
or organization) No.)
200 East Randolph Drive, Chicago, IL 60601
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (312) 782-5800
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On August 31, 1998, LaSalle Partners Incorporated (LaSalle Partners)
issued a press release announcing that LaSalle Partners and Lend Lease
Corporation Limited (Lend Lease) have reached a definitive agreement for
LaSalle Partners to acquire two Lend Lease real estate services businesses:
COMPASS Management and Leasing with operations in the United States,
Australia, Brazil and the United Kingdom, and the U.S. retail property
management business of Lend Lease. A copy of the press release is filed as
an exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is included with this Report:
Exhibit 99 Press release dated August 31, 1998 issued by LaSalle
Partners Incorporated
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
LASALLE PARTNERS INCORPORATED
Date: September 3, 1998 By: /S/ WILLIAM E. SULLIVAN
William E. Sullivan
Executive Vice President and
Chief Financial Officer
EXHIBIT 99
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LA SALLE PARTNERS INCORPORATED LEND LEASE CORPORATION
FOR IMMEDIATE RELEASE
CONTACT: Magnes Welsh - LaSalle Partners (312) 228-2471
Jonathan Miller - Lend Lease Real Estate Investments (212) 554-1967
Jill Campbell - Lend Lease Corporation 011 (612) 9236-6065
Alain Robinson - COMPASS (404) 240-2137
LA SALLE PARTNERS AND LEND LEASE REACH AGREEMENT
ON COMPASS ACQUISITION
Merger To Create the Largest Management Services Company
in the United States
CHICAGO, AUGUST 31, 1998 -- LaSalle Partners Incorporated (NYSE:
LAP) and Lend Lease Corporation Limited (AUS: LLC) today announced that
they have reached a definitive agreement for LaSalle to acquire two Lend
Lease real estate services businesses: COMPASS Management and Leasing with
operations in the United States, Australia, Brazil and the United Kingdom,
and the U.S. retail property management business. The businesses would be
combined with LaSalle Partners Management Services to create the largest
real estate management services company in the United States based on total
square feet under management, according to COMMERCIAL PROPERTY NEWS August
1998 "Top Property Managers Survey". The acquisition also would secure
LaSalle's position as the facility management industry leader, by nearly
doubling the size of its existing portfolio.
LaSalle has agreed to pay Lend Lease US$180 million at closing with
provisions for an earnout payment of up to US$77.5 million over five years.
In addition, LaSalle would capitalize certain transaction and integration
costs, and anticipates incurring approximately US$10.6 million in after-tax
transition expenses which would be charged primarily in 1998 and the first
half of 1999. The transaction is subject to certain conditions, including
governmental and regulatory approvals and there can be no assurance it will
be completed.
The combined organization would continue to be called LaSalle
Partners Management Services, Inc., and would be headquartered in Chicago,
with approximately 400 million square feet of office, retail and industrial
assets under management. The business would be equally divided between
property management for institutional owners and facility management for
corporate and other real estate owner-occupants and would have improved
geographic coverage to serve clients in nearly 190 markets in the United
States and six key international markets.
"This combination of industry leaders would provide the high-quality,
value-added, integrated real estate services that clients require in this
dynamic economic environment," said Stuart L. Scott, Chairman and Chief
Executive Officer of LaSalle Partners Incorporated. "We would expect this
acquisition to offer a variety of synergies by allowing us to spread our
infrastructure over a larger base, as well as provide significant business
building opportunities.
"As the industry's largest facility manager with approximately 200
million square feet under management following the acquisition, LaSalle
Partners Management Services would also be able to capitalize on economies
of scale in emerging services and technology applications," said Mr. Scott.
-- more --
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LA SALLE AND LEND LEASE AGREE ON COMPASS ACQUISITION -- Add One
The acquisition would significantly increase LaSalle's retail
portfolio with the addition of 30 million square feet in 36 regional malls,
shopping centers and community centers in 19 states. LaSalle's current
retail portfolio consists of 20 regional malls, mixed-use, specialty retail
and community centers in 12 states and the District of Columbia.
David H. Higgins, Managing Director of Lend Lease, said: "Lend Lease
intends to focus on expanding our core investment management business
worldwide. We determined that COMPASS needs to grow in scale to continue
to prosper as a property and facilities manager, and it is more
advantageous for us to sell this real estate services business in order to
give it that scale than to grow it ourselves."
Robert C. Spoerri, President and Chief Operating Officer of LaSalle
Partners, would also serve as Chairman and Chief Executive Officer of
LaSalle Partners Management Services. The business would have two Vice
Chairmen: Charles K. Esler, Jr., formerly the President and Chief
Executive Officer of LaSalle Partners Management Services, and Gary R.
Sligar, formerly Chairman and Chief Executive Officer of COMPASS. Bruce W.
Fieke, President of COMPASS, would be President of Facility Management, and
Brian M. Ross, currently LaSalle's President of Leasing and Management,
would retain his title.
"LaSalle Partners is the best strategic fit for COMPASS," said
Sligar. "The capabilities of our combined organizations would extend well
beyond the management services arena. We could offer clients enhanced
support from LaSalle's capabilities in project management, investment
banking, tenant representation, development and other real estate
services."
Mr. Spoerri said: "The collective experience of our talented and
highly trained professionals, along with our infrastructure and regional
support structure, would create a framework to meet all our clients' needs.
Whether our clients require diverse operational, financial or leasing
skills, or bench strength to support dynamic situations, we would be
equipped to serve them."
"The combination also would allow our clients to benefit from the
technological advances pioneered by COMPASS, including its award-winning
MAGNET <registered trademark> performance measurement and analysis system,"
said Mr. Spoerri. "Linking this system with LaSalle's new J.D. Edwards
technology platform would offer clients an advantage in operating their
properties from the greater productivity and access to information these
technologies would make possible."
Lend Lease's global real estate advisory business, Lend Lease Real
Estate Investments, is not part of the transaction. Also excluded from the
sales agreement are the investment management operations of Lend Lease's
U.S. retail management business and its retail property and investment
management businesses outside the United States.
-- more --
<PAGE>
LA SALLE AND LEND LEASE AGREE ON COMPASS ACQUISITION -- Add Two
As part of the acquisition, LaSalle Partners and Lend Lease would
develop a strategic alliance for LaSalle Partners Management Services to
service the future property management needs of Lend Lease Real Estate
Investments where appropriate. Lend Lease Real Estate Investments manages
$28.5 billion in real estate and mortgage portfolios for 350 institutional
clients including the Equitable Life Assurance Society of the U.S.
Headquartered in New York, the company operates in more than 30 major
cities on five continents. It offers products and services in core real
estate, enhanced return funds, REITs, mortgages, and CMBC, investing in the
United States and globally.
Matthew Banks, Chief Executive Officer of Lend Lease Real Estate
Investments, said: "This transaction allows us to concentrate on expanding
our investment management business worldwide. In the U.S., we've raised
about US$1.7 billion in new client allocations over the past year for our
core real estate, REIT funds, enhanced return and international products.
The U.S. markets continue to produce robust performance, but our unique
global platform also gives us the opportunity to channel investments to
take advantage of opportunities around the world."
LaSalle Partners Management Services currently has more than 204
million square feet of office, industrial and retail assets under
management in the United States. LaSalle Partners Incorporated, founded in
1968 and headquartered in Chicago, is a leading vertically integrated real
estate services and investment firm providing investment management,
management services, and corporate and financial services for public and
private institutions and other real estate owners, users and investors
worldwide. LaSalle Partners operates 10 U.S. corporate offices, eight
international offices and more than 300 U.S. property offices. LaSalle
Advisors Capital Management, Inc., the investment management subsidiary of
LaSalle, is a leading global real estate advisory company with assets under
management of approximately US$14 billion, including approximately US$3.9
billion outside the United States in public equity, private equity, and
domestic and international investments.
Atlanta-based COMPASS Management and Leasing is a global real estate
management firm, with operations across the United States, United Kingdom,
South America and Australia and nearly 195 million square feet under
management for institutional owners and corporations. Lend Lease
Corporation Limited is an international property and financial services
group with US$44.1 billion in total funds under management worldwide. In
addition to real estate investments, Lend Lease operates in the arenas of
project management and construction, property development, funds
management, life insurance and information technology. As of June 30,
1998, the company had a US$4.9 billion market capitalization.
Statements in this press release regarding, among other things, future
financial results and performance, achievements, plans and objectives may
be considered forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements involve known
and unknown risks, uncertainties and other factors which may cause actual
results, performance, achievements, plans and objectives of LaSalle
Partners to be materially different from those expressed or implied by such
forward-looking statements. Factors that could cause actual results to
differ materially include those discussed under "Risk Factors" and
elsewhere in LaSalle Partners' prospectus filed as part of its registration
statement (333-25741), under "Business," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and elsewhere
in LaSalle Partners' Annual Report or Form 10-K for the year ended December
31, 1997 and in other periodic reports filed with the Securities and
Exchange Commission. Statements speak only as of the date of this release.
LaSalle Partners expressly disclaims any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
any change in LaSalle Partners' expectations or results, or any change in
events. Statements in this press release regarding parties other than
LaSalle Partners are based upon representations of such other parties.
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