FORM 4
( ) Check this box if no longer
subject to Section 16. Form 4 ----------------------------
or Form 5 obligations may continue. | OMB APPROVAL |
See Instruction 1(b). |--------------------------|
| |
U.S. SECURITIES AND EXCHANGE COMMISSION | OMB NUMBER: 3235-0287 |
WASHINGTON, D.C. 20549 | EXPIRES: |
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP | SEPTEMBER 30, 1998 |
| ESTIMATED AVERAGE |
Filed pursuant to Section 16(a) of the | BURDEN HOURS |
Securities Exchange Act of 1934, | PER RESPONSE 0.5 |
Section 17(a) of the Public Utility ----------------------------
Holding Company Act of 1935
or Section 30(f) of the Investment
Company Act of 1940
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1. Name and Address of Reporting Person
DEL-LPL Limited Partnership
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
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2. Issuer Name and Ticker or Trading Symbol
LaSalle Partners Incorporated, LAP
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3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY)
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4. Statement for Month/Year
12/97
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5. If Amendment, Date of Original (Month/Year)
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6. Relationship of reporting person to Issuer (Check all applicable)
( ) DIRECTOR
(X) 10% OWNER
( ) OFFICER (GIVE TITLE BELOW)
( ) OTHER (SPECIFY TITLE BELOW)
___________________________________________________
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7. Individual, or Joint/Group Filing (Check applicable line)
( ) Form filed by One Reporting Person
(X) Form Filed by More than One Reporting Person
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TABLE I
Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1. Title of Security (Instr. 3)
Common Stock, par value $.01 ("Common Stock")
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2. Transaction Date (Month/Day/Year)
(i) December 22, 1997
(ii) December 22, 1997
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3. Transaction Code (Instr.8)
(i) J, see footnote (1) to this form
(ii) J, see footnote (3) to this form
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
(i) 1,141 shares of Common Stock, D, see footnote (1) to this form
(ii) 201 shares of Common Stock, D, see footnote (3) to this form
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5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
(i) 4,965,644, see footnote (2) to this form
(ii) 876,291, see footnote (4) to this form
(iii) 1,153,085, see footnote (5) to this form
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6. Ownership Form: Direct(D) or Indirect(I) (Instr. 4)
(i) see footnote (2) to this form
(ii) see footnote (4) to this form
(iii) see footnote (5) to this form
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
(i) see footnote (2) to this form
(ii) see footnote (4) to this form
(iii) see footnote (5) to this form
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
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TABLE II
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., Puts, Calls, Warrants, Options, Convertible securities)
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1. Title of Derivative Security (Instr. 3)
Not applicable
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Securities (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Month
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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<PAGE>
EXPLANATION OF RESPONSES:
Reporting Persons: DEL-LPL Limited Partnership and the other parties set
forth on the signature pages of this Form 4.
Footnotes to Form 4
(1) On December 22, 1997, DEL-LPL Limited Partnership, a Delaware limited
partnership ("DEL-LPL"), pursuant to the terms of the DEL-LPL partnership
agreement, distributed 1,141 of the shares of Common Stock held by DEL-LPL
to a partner of DEL-LPL as an adjustment to an earlier distribution in
redemption of a portion of such partner's interests in DEL-LPL. Each of
the individuals reporting on this form is a director of the issuer and is a
partner, or is the sole owner of a corporation which is a partner, of DEL-
LPL. Each of the individuals reporting on this form is also a member of
the Management Committee of DEL-LPL. Messrs. Scott, Spoerri and Sullivan
are the Chairman and Chief Executive Officer, President and Chief Operating
Officer, and Executive Vice President and Chief Financial Officer,
respectively, of the issuer. Messrs. Cummings, Esler, Rose and Webb and
Ms. Thurber are officers of subsidiaries of the issuer. This transaction
is being jointly reported by DEL-LPL and the individuals reporting on this
form.
(2) The amount shown consists of the total number of shares of Common
Stock owned by DEL-LPL, as permitted pursuant to Instruction 4(b)(iv) to
this form. Each of the individuals reporting on this form disclaims
beneficial ownership of the respective shares of Common Stock owned by DEL-
LPL in which he or she has no pecuniary interest pursuant to the Section 16
rules.
(3) On December 22, 1997, DEL-LPAML Limited Partnership, a Delaware
limited partnership ("DEL-LPAML"), pursuant to the terms of the DEL-LPAML
partnership agreement, distributed 201 of the shares of Common Stock held
by DEL-LPAML to a partner of DEL-LPAML as an adjustment to an earlier
distribution in redemption of a portion of such partner's interests in DEL-
LPAML. DEL-LPAML is a member of a group which owns more than 10% of the
Common Stock. Each of the individuals reporting on this form is a director
of the issuer and is a partner, or is the sole owner of a corporation which
is a partner, of DEL-LPAML. Each of the individuals reporting on this form
is also a member of the Management Committee of DEL-LPAML. Messrs. Scott,
Spoerri and Sullivan are the Chairman and Chief Executive Officer,
President and Chief Operating Officer, and Executive Vice President and
Chief Financial Officer, respectively, of the issuer. Messrs. Cummings,
Esler, Rose and Webb and Ms. Thurber are officers of subsidiaries of the
issuer. This transaction is being jointly reported by DEL-LPAML and the
individuals reporting on this form.
(4) The amount shown consists of the total number of shares of Common
Stock owned by DEL-LPAML, as permitted pursuant to Instruction 4(b)(iv) to
this form. Each of the individuals reporting on this form disclaims
beneficial ownership of the respective shares of Common Stock owned by DEL-
LPAML in which he or she has no pecuniary interest pursuant to the Section
16 rules.
(5) The amount shown consists of the total number of shares of Common
Stock owned by DEL/LaSalle Finance Company, L.L.C. ("DEL/LaSalle"), as
permitted pursuant to Instruction 4(b)(iv) to this form. DEL/LaSalle is
85% owned by DEL-LPL and 15% owned by DEL-LPAML, and owns more than 10% of
the Common Stock of the issuer. Each of DEL-LPL, DEL-LPAML, and the
individuals reporting on this form disclaims beneficial ownership of the
respective shares of Common Stock owned by DEL/LaSalle in which it, he or
she has no pecuniary interest pursuant to the Section 16 rules.
Date: January 9, 1998
Signature of Reporting Person:
DEL-LPL Limited Partnership
By:/s/ William E. Sullivan
Name: William E. Sullivan
Title: Executive Vice President
Identities, Required Information and Signatures of Joint Filing Persons
1. DEL-LPAML Limited Partnership
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
DEL-LPAML Limited Partnership
By:/s/ William E. Sullivan
Name: William E. Sullivan
Title: Executive Vice President
2. DEL/LaSalle Finance Company, L.L.C.
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
DEL/LaSalle Finance Company, L.L.C.
By:/s/ William E. Sullivan
Name: William E. Sullivan
Title: Vice President
3. Stuart L. Scott
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/Fritz E. Freidinger as Attorney-in-Fact
4. Robert C. Spoerri
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/Fritz E. Freidinger as Attorney-in-Fact
5. William E. Sullivan
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/Fritz E. Freidinger as Attorney-in-Fact
6. Daniel W. Cummings
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/Fritz E. Freidinger as Attorney-in-Fact
7. Charles K. Esler, Jr.
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/Fritz E. Freidinger as Attorney-in-Fact
8. M.G. Rose
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/Fritz E. Freidinger as Attorney-in-Fact
9. Lynn C. Thurber
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/Fritz E. Freidinger as Attorney-in-Fact
10. Earl E. Webb
c/o LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, IL 60601
/s/Fritz E. Freidinger as Attorney-in-Fact
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A).
