AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JANUARY 21, 1999
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LASALLE PARTNERS INCORPORATED
(Exact name of registrant as specified in its charter)
MARYLAND 36-4150422
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
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200 East Randolph Drive
Chicago, Illinois 60601
(312) 782-5800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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WILLIAM E. SULLIVAN
EXECUTIVE VICE PRESIDENT
LASALLE PARTNERS INCORPORATED
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 782-5800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPIES TO:
ROBERT K. HAGAN
FRITZ E. FREIDINGER RODD M. SCHREIBER, ESQ.
Hagan & Associates Skadden, Arps, Slate, Meagher & Flom
200 East Randolph Drive, (Illinois)
Suite 4322 333 W. Wacker Drive, Suite 2100
Chicago, Illinois 60601 Chicago, Illinois 60606
(312) 228-2050 (312) 407-0700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS
REGISTRATION STATEMENT BECOMES EFFECTIVE.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the follow-
ing box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED BE REGISTERED PER UNIT (1) PRICE (1) FEE
- ------------------ ------------- --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 1,150,000 shares $31.09375 $35,757,813 $9,941
<FN>
(1) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rules 457(a) and 457(c)
under the Securities Act of 1933, the registration fee applicable to the Common Stock is calculated upon the basis
of the average high and low sales prices of the Common Stock as reported on the New York Stock Exchange Composite
Tape on January [-], 1999.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which specifically states that this Regis-
tration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933
or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
</TABLE>
<PAGE>
The information in this Prospectus is not complete and may be
changed. The selling stockholder may not sell these securities until the
registration statement filed with the Securities and Exchange Commission
relating to these securities is effective. This Prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS SUBJECT TO COMPLETION,
Issued January 21, 1999
1,150,000 SHARES
LASALLE PARTNERS INCORPORATED COMMON STOCK
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This Prospectus relates to the proposed sale from time to time of up
to an aggregate of 1,150,000 shares of common stock ("Common Stock") of
LaSalle Partners Incorporated, a Maryland corporation, by certain of our
stockholders. See "Selling Stockholders."
The Selling Stockholders acquired the shares of Common Stock as a
result of LaSalle Partners' acquisition of The Galbreath Company in April
1997. In connection with such acquisition, we have agreed to register this
offering of shares for the benefit of the Selling Stockholders. The
Selling Stockholders may sell all or any portion of their shares of Common
Stock in one or more transactions through agents, underwriters or dealers
as designated from time to time, on the New York Stock Exchange, in
private, negotiated transactions or in a combination of any such methods
(which may include block transactions). The Selling Stockholders may sell
their shares at prevailing market prices, at negotiated prices or at fixed
prices. We will not receive any of the proceeds from the sale of the
shares by the Selling Stockholders, but we will pay all registration
expenses. The Selling Stockholders will pay all underwriting discounts and
selling commissions applicable to the sale of their shares.
On January 21, 1999, LaSalle Partners had 16,264,176 shares of Common
Stock outstanding. The Common Stock is listed on the New York Stock
Exchange under the trading symbol "LAP." On January 20, 1999, the last
reported sale price of the Common Stock on the New York Stock Exchange was
$33.50 per share.
INVESTING IN THE COMMON STOCK INVOLVES CERTAIN RISKS. SEE RISK
FACTORS BEGINNING ON PAGE 5.
We may amend or supplement this Prospectus from time to time by
filing amendments or supplements as required. You should read this entire
Prospectus and any amendments or supplements carefully before you make your
investment decision.
Our principal executive offices are located at 200 East Randolph
Drive, Chicago, Illinois 60601. Our telephone number is (312) 782-5800.
----------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is January [-], 1999
<PAGE>
TABLE OF CONTENTS
Page
Where You Can Find More Information . . . . . . . . . . . . . . . . . 1
Cautionary Statement Concerning Forward-looking Statements. . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Selling Stockholders. . . . . . . . . . . . . . . . . . . . . . . . .13
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . .15
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
WHERE CAN YOU FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC").
You may read and copy any document we file at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public at the
SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be part of this Prospectus, and later
information filed with the SEC will update and supercede this information.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
. Annual Report on Form 10-K for the year ended December 31, 1997
. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998
. Current Reports on Form 8-K, dated August 31, 1998, October 1,
1998, October 22, 1998 (filed October 22, 1998) and October 22, 1998 (filed
December 9, 1998)
. The description of the Common Stock contained in our
registration statement on Form 8-A, dated June 27, 1997, including any
amendment or report filed before or after this prospectus for the purpose
of updating such description
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, Illinois 60601
(312) 228-2430
<PAGE>
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this
filing and elsewhere (such as in reports, other filings with the SEC, press
releases, presentations, communications by LaSalle Partners or its
management and written and oral statements) may constitute "forward-looking
statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause
our (and after the closing of the Transactions, Jones Lang LaSalle's)
actual results, performance, achievements, plans and objectives to be
materially different from any future results, performance, achievements,
plans and objectives expressed or implied by such forward-looking
statements. Such factors are discussed in (i) our Registration Statement
(No. 333-25741) under the caption "Risk Factors" and elsewhere, (ii) our
Annual Report on Form 10-K for the year ended December 31, 1997 in Item 1,
"Business," Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere, (iii) our Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998 under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and elsewhere, (iv) our Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998 under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and elsewhere,
(v) our Quarterly Report on Form 10-Q for the quarter ended September 30,
1998 under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere, (vi) our Current Report
on Form 8-K, dated August 31, 1998, (vii) our Current Report on Form 8-K,
dated October 1, 1998, (viii) our Current Report on Form 8-K, dated October
22, 1998 (filed October 22, 1998), (ix) our Current Report on Form 8-K,
dated October 22, 1998 (filed December 9, 1998), under the captions "The
Transactions," "The Purchase Agreements," "JLW Management's Discussion and
Analysis of Financial Condition and Results of Operations of the JLW
Companies" and elsewhere, and (x) other reports filed by us with the SEC.
We expressly disclaim any obligation or undertaking to update or revise any
forward-looking statements to reflect any changes in events or
circumstances or in our expectations or results. Statements in this
Prospectus regarding parties other than LaSalle Partners are based upon
representations of such other parties.
<PAGE>
As used in this Prospectus, unless the context requires otherwise,
(i) "We" or "LaSalle Partners" or the "Company" means LaSalle Partners
Incorporated and its predecessors and subsidiaries and (ii) "Galbreath"
means The Galbreath Company and its consolidated affiliates.
THE COMPANY
LaSalle Partners, founded in 1968, is a leading full-service real
estate firm that provides real estate property management services,
corporate and financial services and investment management services to
corporations and other real estate owners and investors worldwide. We have
grown by expanding both our client base and our range of services and
products in anticipation of client needs. By offering a broad range of
real estate products and services, and through our extensive knowledge of
domestic and international real estate markets, we are able to serve as a
single source provider of solutions for our clients' full range of real
estate needs. We are headquartered in Chicago, Illinois, and maintain
corporate offices in 10 United States cities and eight international
offices. We also maintain over 300 property and satellite offices
throughout the United States. In 1997, we generated total revenue of
approximately $224.8 million, representing an increase of approximately 41%
from the prior year's results. In the nine months ended September 30,
1998, we generated total revenue of approximately $190.1 million,
representing an increase of approximately 34.4% from the prior year's
results for the same period.
In October 1998, LaSalle Partners acquired the worldwide commercial
property management and leasing, facilities management and project
management operations and United States retail property management
operations of Lend Lease Corporation Limited ("Lend Lease") conducted
through Compass Management and Leasing, Inc. and certain affiliates (the
"Compass Businesses"). The Compass Businesses have been combined with
LaSalle Partners Management Services, Inc., our operating subsidiary that
conducts our property management and leasing, facilities management and
development management businesses. As a result of the Compass acquisition,
we now have approximately 400 million square feet under management, making
us 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."
LaSalle Partners paid Lend Lease approximately $180 million in cash
for the Compass Businesses and incurred capitalizable transaction costs of
approximately $4.1 million. We are also obligated to pay up to $77.5
million to Lend Lease over five years in the event that revenues generated
by us from Lend Lease and its affiliates reach certain revenue targets. We
anticipate incurring approximately $10.3 million in after-tax transition
expenses in connection with the acquisition of the Compass Businesses,
which will be charged against earnings primarily in 1998 and the first half
of 1999.
In October 1998, LaSalle Partners entered into agreements to acquire
the property and asset management, advisory and other real estate
businesses (the "JLW Businesses") operated by a series of partnerships and
corporations in Europe, Asia, Australia, North America and New Zealand
under the name "Jones Lang Wootton" or "JLW" (the "JLW Companies"). The
JLW Companies provide a wide range of real estate advisory, transactional
and asset management services to a broad variety of local, national and
international clients in many industrial and service business areas and in
both the private and public sectors. These services cover many types of
commercial real estate, including hotel, industrial, office and retail
property. At August 1, 1998, the JLW Companies had an aggregate of over
4,000 employees (excluding on-site personnel responsible for the
maintenance of properties on behalf of clients) based in 87 offices and
were represented in 32 countries. In 1997 and for the nine months ended
September 30, 1998, the JLW Companies generated pro forma combined total
revenue of $436.0 million and $334.1 million, respectively.
<PAGE>
A special meeting of our stockholders (the "Special Meeting") will be
called for the purpose of voting on (i) the issuance of up to 14,254,116
shares of Common Stock in connection with the acquisition of the JLW
Companies (the "Acquisition"), (ii) an amendment to our Articles of
Amendment and Restatement to change our name to "Jones Lang LaSalle
Incorporated" in connection with the closing of the Acquisition (the
"Closing") and (iii) an amendment to our 1997 Stock Award and Incentive
Plan to increase the number of shares issuable thereunder to 4,160,000 from
2,215,000. The Closing is subject to a number of conditions, including
stockholder approval of the matters to be voted on at the Special Meeting.
As a result, no assurance can be given that the Acquisition will be
completed. We have set January 25, 1999 as the record date for the purpose
of determining the stockholders who will be entitled to vote at the Special
Meeting. Purchasers of shares of Common Stock sold by the Selling
Stockholder subsequent to the record date will not be entitled to vote at
the Special Meeting.
Assuming that all of the conditions to the Acquisition are satisfied
or waived, we will deliver, or cause to be delivered, as set forth below,
(i) up to 14,254,116 shares of Common Stock (subject to reduction pursuant
to a post-closing net worth adjustment), (ii) an amount of cash equal to
the value of 111,084 shares of Common Stock (determined by multiplying
111,084 by the average closing price of Common Stock as reported on the
composite transactions tape of the New York Stock Exchange for the five
trading days immediately preceding and including the date that the JLW
Companies undertake a reorganization of their ownership structure (the
"Integration" and, together with the Acquisition, the "Transactions")
immediately prior to the Acquisition (such price, the "Five-Day Average
Closing Price")) and (iii) $2.7 million in cash. Assuming certain net
worth requirements are met and that the Five Day Average Closing Price is
equal to $28-5/16 (the closing price of Common Stock on November 20, 1998,
a day shortly prior to our confidential filing of a preliminary proxy
statement relating to the Transactions with the SEC), approximately
12,481,792 shares of Common Stock ("Consideration Shares") and $5.8 million
in cash consideration would be issued or paid to or for the account of
approximately 339 direct and indirect beneficial owners of the JLW
Companies (the "JLW Shareholders"), 325 of which are currently partners or
employees of the JLW Companies in exchange for their interests in the JLW
Companies. The remaining 1,772,324 shares will be placed in an irrevocable
trust (the "ESOT") principally for issuance to key employees of the JLW
Companies that are not equity owners in order to recognize such employees
as major contributors to the JLW Businesses and to incentivize such
employees to remain with LaSalle Partners following the Closing (which is
referred to herein as "Jones Lang LaSalle"). The shares placed in the ESOT
will be allocated on three dates, the date of the Closing, December 31,
1999 and December 31, 2000, principally to persons who are employed by
Jones Lang LaSalle on such dates. A portion of these shares will be
subject to certain additional vesting conditions.
The shares of LaSalle Partners common stock to be issued in connection
with the Acquisition would represent up to approximately 47% of the shares
of LaSalle Partners common stock outstanding immediately following the
Closing. As a result, approximately 70% of LaSalle Partners' outstanding
common stock would initially be held by employees of Jones Lang LaSalle.
As a condition to the Acquisition, each JLW Shareholder and certain
employee stockholders of LaSalle Partners have entered into a separate
stockholder agreement with LaSalle Partners which contain provisions which
could have the effect of preventing a change of control of Jones Lang
LaSalle which is opposed by the Jones Lang LaSalle board of directors and
causing the election of directors nominated by Jones Lang LaSalle's board
of directors.
<PAGE>
RISK FACTORS
FAILURE TO CONSUMMATE TRANSACTIONS COULD NEGATIVELY AFFECT TRADING
PRICE AND RESULTS FROM OPERATIONS. The consummation of the Transactions is
subject to the satisfaction or waiver of a number of conditions, many of
which are beyond the control of the parties to the Purchase Agreements,
including approval of the Share Issuance, the Charter Amendment and the
Stock Plan Amendment by LaSalle Partners stockholders. In addition, the
parties to the Transactions may terminate the purchase agreements pursuant
to which the Transactions will occur (the "Purchase Agreements") under
certain circumstances. As a result, there can be no assurance that the
Transactions will be completed on the terms set forth in the Purchase
Agreements, if at all. If the Transactions are not completed, the trading
price of our Common Stock could decline and costs incurred in connection
with the Transactions would negatively impact our results from operations.
WE MAY NOT SUCCESSFULLY INTEGRATE THE BUSINESS OPERATIONS OF, OR
REALIZE THE BENEFITS FROM, THE TRANSACTIONS. The integration of the JLW
Companies and the Compass Businesses into our existing business operations
may place a significant burden on management. Such integration is subject
to a number of risks, including, among others, loss of our key employees or
those of the Compass Businesses or the JLW Companies, the difficulty
associated with assimilating the broad and geographically dispersed
personnel and operations of the JLW Companies, the disruption of LaSalle
Partners' ongoing business and acquisition strategy, and the difficulty in
maintaining uniform standards, controls, procedures and policies. No
assurance can be given that the anticipated benefits from the Acquisition
will be realized or that we will be able to integrate the two businesses
successfully. If we fail to successfully integrate the two businesses, it
could have a material adverse effect on our business and results of
operations.
The JLW Companies have historically operated as partnerships or in a
manner resembling partnerships even though in certain jurisdictions the
businesses are structured as corporations. As such, the profits of the
various partnerships and corporations have been paid to the owners and key
employees as profit distributions, bonuses or dividends, according to the
business structure and tax regime in which the businesses operate.
Following the Acquisition, owners and key employees of the JLW Companies
will receive market-based compensation packages similar-to those of our
current employees. While most of these former owners and employees of the
JLW Companies will have significant equity interests in Jones Lang LaSalle,
their actual compensation will in certain circumstances be lower. As a
result, there can be no assurance that the compensation structure put in
place following the Closing will provide the same performance incentives as
existed prior to Closing. Furthermore, although the vesting requirements
of 1,241,683 of the Consideration Shares to be issued to the JLW
Shareholders and the shares to be placed in the ESOT are intended in part
to incent JLW Shareholders and other key employees of the JLW Companies to
remain with Jones Lang LaSalle, there can be no assurance that they will be
effective.
OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION WILL BE
SUBJECT TO NEW RISKS RESULTING FROM INCREASED INTERNATIONAL OPERATIONS.
Upon completion of the Transactions, we will have significantly greater
international exposure. The success of the Acquisition will depend upon a
number of factors, most importantly our ability to realize expected
synergies from the combined operations of LaSalle Partners and the JLW
Companies. Failure of Jones Lang LaSalle to realize expected synergies
could have a material adverse effect on its business and operating results.
<PAGE>
After giving pro forma effect to the Transactions and the acquisition
of the Compass Businesses, we would have derived approximately 55.8% and
54.1% of its total revenue from sales outside the United States in the
fiscal year ended December 31, 1997 and the nine months ended September 30,
1998, respectively. The combined businesses would have had operations in
34 countries, and would have employed 2,600 employees in the United States
and 3,800 employees in other countries (excluding, in both cases, on-site
personnel responsible for the maintenance of properties on behalf of
clients). The increased scope of our international operations may lead to
more volatile financial results and difficulties in managing the combined
businesses because of, but not limited to, the following:
. political instability;
. greater difficulty in collecting accounts receivable in certain
geographic regions;
. unexpected changes in regulatory requirements;
. currency restrictions;
. delays and tariffs;
. difficulties and costs of staffing and managing international
operations;
. potentially adverse tax consequences;
. share ownership restrictions on foreign operations;
. currency fluctuations;
. the burden of complying with multiple and potentially
conflicting laws; and
. the impact of business cycles and economic instability.
Other factors which may lead to greater difficulty in managing the
increased international scope of our operations include the geographic,
time zone, language and cultural differences between personnel in different
areas of the world. We also expect to commit additional resources to
expand our worldwide sales and marketing activities, to globalize our
service offerings and products in selected markets and to develop local
sales and support channels. If we are unable to successfully implement
these plans, to maintain adequate long-term strategies which successfully
manage the risks associated with our global business or to adequately
manage operational fluctuations, our business, operating results and
financial condition could be materially and adversely affected.
After giving proforma effect to the Acquisition and the acquisition of
the Compass Businesses, we would have generated 46.7% of our revenue in the
United States, 36.6% in Europe, 8.6% in Australasia and 8.1% in Asia for
the nine months ended September 30, 1998 compared to 45.0% in the United
States, 33.1% in Europe, 12.2% in Asia and 9.7% in Australia for the year
ended December 31, 1997. It is expected that we will commit additional
resources to expanding our worldwide sales and marketing activities to
globalize our service offerings and products in selected markets and to
develop local sales and support channels. The failure of our efforts could
materially adversely affect our sales. We may also experience an operating
loss in one or more regions of the world for one or more periods, which
could have a material adverse effect on our business, operating results and
financial condition. Our ability to manage such operational fluctuations
and to maintain adequate long-term strategies in the face of such
developments will be critical to our continued growth and profitability.
During 1997 and 1998, Southeast and East Asia were impacted by
financial turmoil which was initially reflected in rapidly falling exchange
rates relative to the US Dollar. This led to falling stock market indices
and asset values and reduced economic growth prospects. Several property
markets were affected by speculative developments resulting in an
oversupply of completed or partially completed space. Property prices fell
along with prices of other investments and asset values. These events are
referred to hereinafter as the "Asian Crisis."
<PAGE>
The Asian Crisis reduced Asian economic growth in 1998 and, as
economic growth is generally a significant factor affecting property
markets, demand for property in Asia is generally weaker than in recent
years. It is unlikely that a recovery will occur in the Asian demand for
property until stability returns to financial markets which may facilitate
a more positive outlook for stock markets and economic growth. However,
also important to a recovery in Asian property markets will be the
adjustment to the current significant oversupply of space in many markets
which is likely to take time to correct. The short-term outlook for real
estate in Asia is therefore for depressed rents and capital values. The
length and severity of the downturn is likely to vary in different markets
within the Region. A worsening of the Asian Crisis or its expansion to
different Regions could have a material adverse effect on our business,
operating results and financial condition.
In addition, the Australia and New Zealand real estate markets, while
mature by world standards, are characterized by their relative lack of
depth. This gives rise to a somewhat higher level of exposure to economic
and financial volatility. The economic performance of the JLW Companies in
Australia and New Zealand is significantly dependent on international
trading conditions, particularly in primary industries and commodities.
Weakness and/or volatility in these areas can sharply impact the condition
of the real estate markets and thereby, result in a material adverse effect
on our business, operating results and financial condition.
EXPOSURE TO CURRENCY LOSSES FROM CURRENCY FLUCTUATIONS COULD RESULT
FROM THE TRANSACTIONS. Historically, our revenue from non-United States
operations has been primarily denominated in US Dollars. The JLW Companies
have historically generated revenues, incurred expenses and made
distributions and dividends to partners and shareholders in the local
currency where the associated revenue was earned. Thus, neither LaSalle
Partners nor the JLW Companies have experienced significant fluctuations in
revenues and earnings because of corresponding fluctuations in foreign
currency exchange rates. With the integration of our operations with the
JLW Companies, our exposure to currency rate fluctuations will be
significantly increased. For the twelve months ended December 31, 1997, on
a pro forma basis (excluding compensation expense relating to the
Transactions), 29% of our net earnings would have been denominated in US
Dollars and 71% would have been denominated in other currencies. As a
result, fluctuations in the value of the US Dollar relative to the other
currencies in which we will generate earnings could materially adversely
affect our business, operating results and financial condition. Adoption
of the new European single currency (the Euro) may further exacerbate
currency fluctuations. Fluctuations in currencies relative to the US
Dollar may make it more difficult to perform period-to-period comparisons
of our reported results of operations. Due to the constantly changing
currency exposures to which we will be subject and the volatility of
currency exchange rates, there can be no assurance that we will not
experience currency losses in the future, nor can we predict the effect of
exchange rate fluctuations upon future operating results. LaSalle Partners
and the respective JLW Companies have in the past undertaken hedging
transactions only on a limited basis because their relatively low exposure
to currency fluctuations limited the impact of such currency fluctuations
on their financial results. In the future, the management of Jones Lang
LaSalle will evaluate its on-going capital requirements on a global basis.
The management of Jones Lang LaSalle may decide to use certain currency
hedging instruments including foreign currency forward contracts, purchased
currency options where applicable and borrowings in foreign currency.
Economic risks associated with these hedging instruments include unexpected
fluctuations in inflation rates impacting forward rates, fluctuating
foreign currency rates impacting cash flow relative to paying down debt,
and unexpected changes in the underlying net asset position. There can be
no assurance that such hedging will be effective.
<PAGE>
REAL ESTATE SERVICES MARKETS ARE HIGHLY COMPETITIVE. We will compete
across a variety of business disciplines within the commercial real estate
industry, including investment management, tenant representation, corporate
facility management, construction and development management, property
management, leasing, valuation and investment banking. Each of these
business disciplines is highly competitive on an international, national
and local level. Depending on the industry segment, we will face
competition from other real estate service providers, institutional
lenders, insurance companies, investment banking firms, investment managers
and accounting firms. Many of our competitors will be local or regional
firms which will be substantially smaller than us. However, they may be
substantially larger on a local or regional basis. We will also be subject
to competition from other large international firms. In general, with
respect to each of our business disciplines, there can be no assurance that
we will be able to continue to compete effectively, will be able to
maintain current fee or margin levels or arrangements or will not encounter
increased competition.
RISKS THAT WE MAY LOSE SERVICE AGREEMENTS OR CLIENT RELATIONSHIPS.
We are and after the Transactions will continue to be substantially
dependent on long-term client relationships and on revenue received for
services under various service agreements. Many of these agreements are
cancellable by the client for any reason on as little as 30 to 60 days'
notice. These contracts may be cancelled prior to their expiration or not
renewed when their respective terms expire. As a result of our strong,
long-term client relationships, many of our clients use our services
consistently for new assignments and many also use a variety of different
services. If we fail to maintain existing relationships or fail to develop
and maintain new client relationships, we could experience a material
adverse effect on our business, financial condition or results of
operations.
We provide related services such as property management and leasing
services to our investment management clients and earn substantial fees for
providing these services. If our investment management clients terminate
or do not renew our services or if a property which is part of an
investment management portfolio is sold, other related services provided to
the investment management clients may also be terminated or not renewed.
In addition, some clients may have concerns about potential conflicts of
interest in having us serve as both investment manager and property manager
with respect to properties or in having us act as investment manager and
co-investment partner in respect of real estate investment funds. As a
result, they may terminate relationships and service agreements for one or
all services to avoid a potential conflict. The consummation of the
Transactions and the acquisition of the Compass Businesses also give a
significant number of clients the right to terminate their service
agreements with us. The loss of a substantial number of service agreements
or client relationships could have a material adverse effect on our
business, operating results and financial condition.
WE DEPEND ON PROPERTY PERFORMANCE FOR REVENUE GENERATION. Our
revenue from property management services will generally be based upon
percentages of the revenue generated by the properties that we manage.
Similarly, our leasing commissions typically will be based on the value of
the lease revenue commitments. As a result, our revenue will be adversely
affected by decreases in the performance of the properties we manage.
Property performance will depend upon our ability to attract and retain
creditworthy tenants, our ability to control operating expenses (some of
which are beyond our control), financial conditions generally and in the
specific areas where properties are located and the real estate market
generally.
<PAGE>
OUR CO-INVESTMENT ACTIVITIES SUBJECT US TO REAL ESTATE INVESTMENT
RISKS. An important part of our investment strategy includes investing our
capital in real estate investments with our investment management clients.
Our participation in real estate transactions through co-investment
activity could increase fluctuations in our earnings and cash flow. Other
risks associated with such activities include:
. loss of our investments;
. potential conflicts of interest with clients leading them to
terminate their other relationships with us;
. difficulties associated with international co-investment
described in " - Our Business Operating Results and Financial Condition
will be subject to New Risks Resulting from Increased International
Operations;" and "- Exposure to Currency Losses from Currency Fluctuations
Could Result From the Transactions" and
. our potential loss of control over the timing of the
recognition of gains, losses or potential incentive participation fees.
YEAR 2000 ISSUES MAY ADVERSELY AFFECT OUR OPERATIONS. Many computer
systems and software products are coded to accept only two digit entries in
the date code field. As a result, such computer programs and systems may
recognize a date using "00" as the year 1900 rather than the year 2000.
Significant uncertainty exists concerning the potential effects associated
with these Year 2000 issues.
We rely heavily upon our computer systems, as do the JLW Companies.
Without the use of our computer systems, we would have difficulty
processing transactions, paying invoices or engaging in similar normal
business activities. We are implementing plans to review, test, remediate
and upgrade or replace our existing computer systems to ensure that they
are Year 2000 compliant. However, if we are unable to attract and retain
qualified personnel who are able to detect and remediate any Year 2000
problems, or to do so in a timely manner, or if such Year 2000 problems are
more costly than anticipated to remediate, there could be a material
adverse effect on our business, operating results and financial condition.
There is also "embedded technology" in our core property systems.
Embedded technology consists of micro-processing chips which are embedded
in the workings of mechanical devices, for example elevators in the
buildings we manage. If non-compliant embedded technology fails, it may
cause our core property systems to fail. As a result, the building's
tenants may be able to cancel leases, the owner may be subject to fines or
penalties under terms of the leases and owners may be unable to compensate
us for our services. These events could have a material adverse effect on
our business, results of operations and financial condition. Additionally,
although we are not aware of any threatened claims related to the Year
2000, we may be subject to litigation from such claims. Adverse outcomes
of any such litigation could also have a material adverse effect on our
business, operating results and financial condition.
Furthermore, if our suppliers have not successfully become Year 2000
compliant, they may not be able to provide the services or deliver the
products to us as currently provided and delivered. If our suppliers fail
to become Year 2000 compliant, there could be a material adverse effect on
our business, operating results and financial condition. We would then
have to try to contract with other suppliers with sufficient capacity to
accommodate our needs. However, there can be no assurance that we would
be able to contract with any such new suppliers on acceptable terms, if at
all.
<PAGE>
THE CONCENTRATION OF OUR INCOME IN THE FOURTH QUARTER MAY CAUSE A
LOSS IN OTHER QUARTERS. Our operating income and earnings have
historically been substantially lower during the first three calendar
quarters than in the fourth quarter. The reasons for the concentration of
income and earnings in the fourth quarter include:
. a general, industry-wide focus on completing transactions by
calendar year end;
. our lack of complete discretion over the timing dispositions of
properties and, therefore, over the timing of payments of performance fees
(which are paid for meeting certain performance targets with respect to a
property and generally paid when the property is disposed of); and
. the constant nature of our non-variable expenses throughout the
year versus the seasonality of our revenues (typically resulting in a small
loss in the first quarter, a small profit or loss in the second and third
quarters and a substantial profit in the fourth quarter, excluding the
recognition of investment generated performance fees).
We anticipate that our business will remain seasonal after the
closing of the Transactions. However, certain countries in which the JLW
Companies operate do not have the same degree of seasonality as the United
States. Therefore, we expect to recognize a lower percentage of our total
earnings in the fourth quarter after the closing of the Transactions. We
can not make any assurances regarding the seasonality of the combined
earnings of our business and the JLW Businesses because such seasonality is
dependent upon many factors outside of our control, including general
economic conditions and the timing of the closing of transactions.
RISKS THAT WE MAY INCUR LIABILITIES RELATED TO OUR SUBSIDIARIES BEING
GENERAL PARTNERS OF NUMEROUS GENERAL AND LIMITED PARTNERSHIPS. We have
subsidiaries which are, and after the closing of the Transactions will be,
general partners in numerous general and limited partnerships which invest
in or manage real estate assets. As a general partner, any of these
subsidiaries is potentially liable to its partners and for obligations of
its partnership. We own these general partnership interests through
special purpose subsidiaries. We believe this structure will limit our
exposure to the total amount we have invested in, or the total amount of
committed capital in, and notes from or advances to, such special purpose
subsidiaries. However, this limited exposure may be expanded in the future
based upon, among other things, changes in our operating practices, changes
in applicable laws or the application of additional laws to our business.
If our exposure is not limited, or if our exposure is expanded in the
future, any resulting losses may have a material adverse effect on our
business and results of operations.
RISKS THAT WE MAY INCUR ENVIRONMENTAL LIABILITY IN OUR ROLE AS ON-
SITE PROPERTY MANAGER. Various national, state and local laws and
regulations impose liability on current or previous real property owners or
operators for the cost of investigating, cleaning up or removing
contamination caused by hazardous or toxic substances at the property. In
our role as an on-site property manager, we may be held liable as an
operator for such costs. We could be held liable not only for liability
incurred at our properties, but also for liability incurred at the
properties of the JLW Companies prior to the closing of the Transactions.
The liability may be imposed even if the original actions were legal and we
did not know of, or were not responsible for, the presence of such
hazardous or toxic substances. We may also be solely responsible for the
entire payment of the liability if we are subject to joint and several
liability with other responsible parties who are unable to pay. We may be
subject to additional liability if we fail to disclose environmental issues
to a buyer or lessee of property or if a third party is damaged or injured
<PAGE>
as a result of environmental contamination emanating from the site
(including the presence of asbestos containing materials). Additionally,
some environmental laws create a lien on the site in favor of the
government for damages and costs it incurs in connection with the
contamination. We may also be liable under common law to third parties for
damages and injuries resulting from environmental contamination emanating
from the site, including the presence of asbestos containing materials.
There can be no assurance that any of such liabilities to which we or any
of our affiliates may become subject will not have a material adverse
effect upon our business or financial condition.
THE STOCKHOLDER AGREEMENTS, THE DEL STOCKHOLDER AGREEMENTS, THE
CHARTER AND THE AMENDED BYLAWS OF JONES LANG LASALLE AND THE MARYLAND
GENERAL CORPORATE LAW COULD DELAY, DEFER OR PREVENT A CHANGE OF CONTROL.
In connection with the Transactions, each JLW Shareholder and, in the cases
where the JLW Shareholder is not a natural person, the employee of the JLW
Companies who owns or holds an interest in such JLW Shareholder (such
employee, a "Related JLW Owner"), has entered into a stockholder agreement
with LaSalle Partners (a "Stockholder Agreement") which will become
effective upon the Closing. Each current director, officer and employee of
LaSalle Partners or any subsidiary of LaSalle Partners (a "LaSalle Partners
Employee Stockholder") who is a former partner of DEL-LPL Limited
Partnership and DEL-LPAML Limited Partnership (together, the "Employee
Partnerships") has entered into a stockholder agreement with LaSalle
Partners (a "DEL Stockholder Agreement") that contains provisions similar
to those of the Stockholder Agreements. The Stockholder Agreements, the
DEL Stockholder Agreements and the charter and amended bylaws of Jones Lang
LaSalle will include provisions that may delay, defer or prevent a takeover
attempt that may be in the best interest of stockholders of Jones Lang
LaSalle. The Stockholder Agreements and the DEL Stockholder Agreements
require each JLW Shareholder and Related JLW Owner and each LaSalle
Partners Employee Stockholder (collectively, the "Jones Lang LaSalle
Employee Stockholders") to vote all shares of LaSalle Partners common stock
owned or controlled by such stockholder (a) for persons nominated by the
Jones Lang LaSalle board of directors pursuant to the amended bylaws and
(b) in accordance with the recommendations of a majority of the Jones Lang
LaSalle board of directors on all matters (i) submitted to the vote of the
stockholders of Jones Lang LaSalle which have been proposed by any
stockholder as to which the Jones Lang LaSalle board of directors has
recommended against approving or (ii) relating to any merger, sale of all
or substantially all of Jones Lang LaSalle's assets, or any similar
transactions as to which the Jones Lang LaSalle board of directors has
recommended against approving. As a result, during the term of the
Stockholder Agreements and the DEL Stockholder Agreements, the Jones Lang
LaSalle board of directors will be composed of individuals nominated in
accordance with the procedures set forth in the amended bylaws and LaSalle
Partners stockholders will have a limited influence on the outcome of votes
of the stockholders of Jones Lang LaSalle on the matters covered by such
agreements. Since the Jones Lang LaSalle Employee Stockholders (including
the ESOT with respect to the shares placed in the ESOT) will hold
approximately 70% of the issued and outstanding LaSalle Partners common
stock at Closing, the Jones Lang LaSalle board of directors, immediately
after Closing, will be able to determine the outcome of any vote of the
stockholders of Jones Lang LaSalle relating to the matters set forth in the
previous sentence. The possible impact of these provisions on takeover
attempts could discourage bids for LaSalle Partners common stock at a
premium as well as adversely affect the market price of LaSalle Partners
common stock.
In addition, pursuant to the charter of Jones Lang LaSalle, Jones
Lang LaSalle will have a classified board of directors, pursuant to which
directors will be divided into three classes, with three-year staggered
terms. The classified board provision could increase the likelihood that,
in the event an outside party acquired a controlling block of Jones Lang
LaSalle's capital stock or initiated a proxy contest, incumbent directors
nevertheless would retain their positions for a substantial period, which
<PAGE>
may have the effect of discouraging, delaying or preventing a change in
control of Jones Lang LaSalle. In addition, the charter of Jones Lang
LaSalle and the amended bylaws provide for (i) the ability of the Jones
Lang LaSalle board of directors to establish one or more classes and series
of capital stock including the ability to issue up to 10,000,000 shares of
preferred stock, and to determine the price, rights, preferences and
privileges of such capital stock without any further stockholder approval;
(ii) a requirement that any stockholder action taken without a meeting be
pursuant to unanimous written consent; and (iii) certain advance notice
procedures for Jones Lang LaSalle stockholders nominating candidates for
election to the Jones Lang LaSalle board of directors. Such provisions
could discourage bids for LaSalle Partners common stock at a premium as
well as adversely affect the market price of LaSalle Partners common stock.
Under the Maryland General Corporate Law (the "MGCL"), certain
"Business Combinations" (including a merger, consolidation, share exchange
or, in certain circumstances, an asset transfer or issuance or
reclassification of equity securities) between a Maryland corporation and
any person who beneficially owns 10% or more of the voting power of the
corporation's shares or an affiliate of the corporation who, at any time
within the two-year period prior to the date in question, was the
beneficial owner of 10% or more of the voting power of the then-outstanding
voting stock of the corporation (an "Interested Stockholder") or an
affiliate thereof are prohibited for five years after the most recent date
on which the Interested Stockholder became an Interested Stockholder.
Thereafter, any such Business Combination must be recommended by the board
of directors of such corporation and approved by the affirmative vote of at
least (i) 80% of the votes entitled to be cast by holders of outstanding
voting shares of the corporation and (ii) 66-2/3 of the votes entitled to
be cast by holders of outstanding voting shares of the corporation other
than shares held by the Interested Stockholder with whom the Business
Combination is to be effected, unless, among other things, the
corporation's stockholders receive a minimum price (as defined in the MGCL)
for their shares and the consideration is received in cash or in the same
form as previously paid by the Interested Stockholder for its shares.
Pursuant to the MGCL, these provisions also do not apply to Business
Combinations which are approved or exempted by the board of directors of
the corporation prior to the time that the Interested Stockholder becomes
an Interested Stockholder. Our Charter also includes provisions exempting
us from the application of the Maryland control share acquisition statute.
To the extent these MGCL requirements relating to takeover attempts are
applicable and not subject to the exemptive provisions in our Charter, such
MGCL rules could discourage bids for Common Stock at a premium as well as
adversely affect the market price of Common Stock.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares
by the Selling Stockholders.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the number of shares of Common Stock
owned by the Selling Stockholders. Because the Selling Stockholders may
sell all or any portion of their shares pursuant to the offering
contemplated by this Prospectus, we can provide no estimate as to the exact
number of shares the Selling Stockholders will hold after completion of
this offering. Lizanne Galbreath was a Director of the Company from April
23, 1997 through October 22, 1998 and continues to serve as an officer.
The information contained in the following chart has been provided by the
Selling Stockholders.
Number of
Shares Percent of Shares
Name of Selling Beneficially Outstanding Registered
Stockholder Owned Shares Hereby
- --------------- -------------- ---------- ----------
Galbreath Holdings, LLC (1) 475,000 2.9% 475,000
Lizanne Galbreath (1)(2) 1,168,528 7.2% 200,000
Laurie Galbreath Nichols 118,870 * 118,870
John W. Galbreath II 89,084 * 89,084
Lizanne Galbreath Megrue,
and her successors in
trust, as Trustee of
the 1997 Grantor Retained
Annuity Trust created by
Lizanne Galbreath Megrue,
dated June 18, 1997 293,738 1.8% 118,620
Laurie Galbreath Nichols,
and her successors in trust,
as Trustee of the 1997 Grantor
Retained Annuity Trust created
by Laurie Galbreath Nichols,
dated June 19, 1997 183,742 1.1% 74,208
John W. Galbreath II, and
his successors in trust,
as Trustee of the 1997 Grantor
Retained Annuity Trust created
by John W. Galbreath II,
dated June 19, 1997 183,828 1.1% 74,218
--------- ----- ---------
2,512,790 15.3% 1,150,000
- --------------------
* Ownership is less than 1%.
(1) Ms. Lizanne Galbreath owns, either directly or through a trust for
which she is the trustee, a 45.0% interest in, and is the managing member
of, Galbreath Holdings, LLC ("Galbreath Holdings"). Because Ms. Galbreath
is the managing member of Galbreath Holdings, Ms. Galbreath might be deemed
to be the beneficial owner of all shares of Common Stock owned by Galbreath
Holdings, LLC for purposes of Rule 13d-3 under the Exchange Act. Ms.
Galbreath disclaims beneficial ownership of such shares of the Common
Stock, except to the extent of her ownership interests. Ms. Galbreath also
holds directly 399,790 shares of Common Stock.
(2) Ms. Lizanne Galbreath holds 399,790 shares directly and 293,738 as
trustee of a 1997 Grantor Retained Annuity Trust created by Lizanne
Galbreath.
<PAGE>
This Registration Statement will also cover any additional shares of
Common Stock which become issuable in connection with the shares registered
for sale hereby by reason of any stock split, stock dividend, combination
or reclassification or through a merger, consolidation, reorganization or
recapitalization, or by any other similar means effected without the
receipt of consideration that results in an increase in the number of
outstanding shares of Common Stock.
In connection with the Galbreath acquisition, Ms. Lizanne Galbreath,
the managing member of Galbreath Holdings and the holder of a 45.0%
interest in Galbreath Holdings entered into an employment agreement
pursuant to which she served as the Chairman of LaSalle Partners Management
Services, Inc. and a director of LaSalle Partners from April 1997 through
October 1998. Ms. Galbreath was Chairman and Chief Executive Officer of
the Galbreath Company prior to its acquisition by LaSalle Partners in April
1997.
In connection with the Galbreath acquisition, LaSalle Partners
entered into a Registration Rights Agreement (the "Registration Rights
Agreement"), by and among LaSalle Partners, Galbreath Holdings, the
Employee Partnerships, and DSA-LSPL, Inc. and DSA-LSAM, Inc. (together
"Dai-ichi") (two indirect wholly-owned subsidiaries of Dai-Ichi Mutual Life
Insurance Company). The Registration Rights Agreement provides for the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of resales of the Common Stock that was issued to Galbreath Holdings
as a result of the Galbreath acquisition and partially distributed to the
other Selling Stockholders. We have filed the Registration Statement
covering resales of such Common Stock pursuant to the Registration Rights
Agreement, and are obligated to use our best efforts to maintain the
effectiveness of the Registration Statement until: (i) the completion of
the distribution of all shares purchased by an underwriter, in the case of
a firm commitment underwritten public offering of the shares to be sold by
the Selling Stockholders; or (ii) the earlier of the sale of all shares
registered by this Registration Statement and 120 days after the effective
date of this Registration Statement, in all other cases. We may suspend
our obligation to maintain the effectiveness of the Registration Statement
for not more than three periods not to exceed an aggregate of 90 days in
any 12-month period if there exists at the time material non-public
information relating to us which, in the reasonable opinion of our Board of
Directors, should not be disclosed.
The Selling Stockholders will have one additional right to demand
that LaSalle Partners register all or a portion of the shares of Common
Stock owned by the Selling Stockholders, subject to a minimum demand of
20.0% of the total shares issued to Galbreath Holdings in connection with
the Galbreath acquisition or a lesser percentage if the anticipated
aggregate price to the public would exceed $5.0 million. If the Selling
Stockholders sell enough shares of Common Stock pursuant to this
Registration Statement to cause their ownership of Common Stock issued in
connection with the Galbreath acquisition to fall below 7% of the
outstanding Common Stock, this additional right will automatically
terminate. The affiliates of Dai-ichi which are party to the Registration
Rights Agreement have two similar rights to demand registration of their
shares of Common Stock.
In addition, the Registration Rights Agreement provides that if we
propose to register any shares of Common Stock under the Securities Act for
sale, whether for our own account or for the account of other stockholders
or both, the Selling Stockholders will have the right to request us to
include in such offering the Common Stock held by the Selling Stockholders.
Under certain circumstances, we have the right to exclude the Common Stock
held by the Selling Stockholders from such offering.
<PAGE>
The Registration Rights Agreement also provides that, prior to the
transfer of any Common Stock by the Selling Stockholders, they must provide
notice to LaSalle Partners of the proposed transfer unless the proposed
transfer is to a party to the Registration Rights Agreement, certain
institutional investors, persons who would own after the transfer less than
5.0% of the outstanding Common Stock, purchasers in transactions pursuant
to Rule 144 under the Securities Act, or to an underwriter in a firm
commitment underwriting. We will then have the option of purchasing the
shares proposed to be transferred at a price equal to the average closing
market price of Common Stock during the five trading days prior to such
notice.
PLAN OF DISTRIBUTION
We are registering this offering of shares on behalf of the Selling
Stockholders, and we will pay all costs, expenses and fees related to such
registration, including all registration and filing fees, printing
expenses, fees and disbursements of our counsel and independent public
accountants, blue sky fees and expenses (including counsel fees), fees of
the National Association of Securities Dealers, Inc., transfer taxes, fees
of transfer agents and registrars, costs of insurance and fees and
disbursements not to exceed $50,000 for one counsel for the Selling
Stockholders. The Selling Stockholders will pay all underwriting discounts
and selling commissions applicable to the sale of the Common Stock.
Although none of the Selling Stockholders has advised LaSalle
Partners of the manner in which it currently intends to sell its shares
pursuant to this Prospectus, the Selling Stockholders may choose to sell
all or a portion of such shares from time to time in any manner described
herein. The methods by which the shares may be sold by the Selling
Stockholders include: (i) through brokers, acting as principal or agent,
in transactions (which may involve block transactions) on the New York
Stock Exchange, or such other national securities exchange on which the
shares are then listed, at market prices obtainable at the time of sale, at
prices related to such prevailing market prices, at negotiated prices or at
fixed prices; (ii) to underwriters who will acquire shares for their own
account and resell them in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale (any public offering price and any discount
or concessions allowed or reallowed or paid to dealers may be changed from
time to time); (iii) directly by the Selling Stockholders or through
brokers or agents in private sales at negotiated prices; or (iv) by any
other legally available means. In addition, any shares covered by this
Prospectus that qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus.
Offers to purchase shares may also be solicited by agents designated
by the Selling Stockholders from time to time. Underwriters or other
agents participating in an offering made pursuant to this Prospectus (as
amended or supplemented from time to time) may receive underwriting
discounts and commissions under the Securities Act, and discounts or
concessions may be allowed or reallowed or paid to dealers, and brokers or
agents participating in such transactions may receive brokerage or agent's
commissions or fees. The Selling Stockholders and any underwriters,
brokers or dealers involved in the sale of the Common Stock hereunder may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any compensation received by them and any profit on any
resale of the Common Stock as principals may be deemed to be underwriting
discounts and commissions under the Securities Act.
<PAGE>
Pursuant to the Registration Rights Agreement, LaSalle Partners has
agreed to indemnify each Selling Stockholder, its officers, directors and
agents and each person who controls such Selling Stockholder (and each
underwriter and selling broker) against certain liabilities, including
liabilities under the Securities Act, which may be incurred in connection
with the sale of the Common Stock under this Prospectus. In addition,
pursuant to the Registration Rights Agreement, each Selling Stockholder is
obligated to indemnify the Company against certain liabilities. The
Registration Rights Agreement also provides for rights of contribution if
such indemnification is not available under certain circumstances.
LEGAL MATTERS
The validity of the shares of Common Stock registered pursuant to the
Registration Statement will be passed upon for LaSalle Partners by Skadden,
Arps, Slate, Meagher & Flom (Illinois), which will rely upon the opinion of
Piper & Marbury L.L.P., Baltimore, Maryland, as to matters of Maryland law.
EXPERTS
The financial statements and schedule of LaSalle Partners
Incorporated as of December 31, 1997 and 1996, and for each of the years in
the three-year period ended December 31, 1997 and the combined financial
statements of the Compass Group as of December 31, 1997 and the period from
June 11, 1997 to December 31, 1997 have been incorporated by reference
herein in reliance upon the report of KPMG LLP, independent certified
public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
The financial statements of Jones Lang Wootton (the English
Partnership and Subsidiaries) as of December 31, 1997 and 1996, and for
each of the years in the three-year period ended December 31, 1997
incorporated by reference herein, have been audited by Deloitte & Touche,
independent auditors and are incorporated by reference in reliance upon the
reports of such firm given upon as experts in accounting and auditing.
The financial statements of Jones Lang Wootton-Scotland as of
December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997 have been incorporated by reference herein
in reliance upon the report of Ernst & Young, independent auditors
incorporated by reference herein, and given the authority of said firm as
experts in accounting and auditing.
The financial statements of Jones Lang Wootton - Irish Practice as of
December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997 incorporated by reference herein, have been
audited by Deloitte & Touche, independent accountants and are incorporated
by reference in reliance upon the reports of such firm given upon as
experts in accounting and auditing.
The financial statements of JLW Asia Holdings Limited and
subsidiaries as of December 31, 1997 and 1996, and for each of the years in
the three-year period ended December 31, 1997 have been incorporated by
reference herein in reliance upon the reports of KPMG and Coopers &
Lybrand, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firms as experts in
accounting and auditing.
The financial statements of JLW Australasia Group (the JLW Businesses
in Australia and New Zealand) as of December 31, 1997 and 1996, and for
each of the years in the three-year period ended December 31, 1997 have
been incorporated by reference herein in reliance upon the report of Ernst
& Young, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing.
<PAGE>
The consolidated statements of operations and cash flows of The
Compass Companies for the years ended December 31, 1996 and 1995 and The
Yarmouth Group Property Management, Inc. for the six month period ended
June 30, 1997 and for the years ended December 31, 1996 and 1995
incorporated in this Prospectus by reference to the audited historical
financial statements included on pages 21 and 31, respectively, of LaSalle
Partners Incorporated Form 8-K dated October 1, 1998 have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The statements of revenues and direct expenses relating to the office
and industrial business of Lend Lease Property Management (Australia) Pty
Limited for the six-month period ended June 30, 1997 and for the years
ended December 31, 1996 and 1995 have been incorporated by reference herein
in reliance upon the report of KPMG, independent certified public
accountants, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses expected to be
incurred in connection with the distribution of the securities being
registered, other than the underwriting discounts and commissions. All of
the amounts shown are estimates except for the Securities and Exchange
Commission and National Association of Securities Dealers, Inc. filing
fees.
Securities and Exchange Commission filing fee.
Costs of printing and engraving. . . . . . . .
Legal fees and expenses. . . . . . . . . . . .
Accounting fees and expenses . . . . . . . . .
Transfer Agent Fees. . . . . . . . . . . . . .
Miscellaneous. . . . . . . . . . . . . . . . .
----------
Total . . . . . . . . . . . . . . . . . .$
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Restatement and Amendment (the "Restated
Articles of Incorporation") contain provisions which eliminate the personal
liability of a director or officer to the Company and its stockholders for
breaches of fiduciary duty to the fullest extent provided by law. Under
Maryland law, however, these provisions do not eliminate or limit the
personal liability of a director or officer (i) to the extent that it is
proved that the director or officer actually received an improper benefit
or profit or (ii) if a judgment or other final adjudication is entered in a
proceeding based on a finding that the directors' or officers' action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in such proceeding.
The Restated Articles of Incorporation and the Company's Amended and
Restated Bylaws provide that the Company shall indemnify and advance
expenses to its directors and officers to the fullest extent permitted by
the Maryland General Corporation Law (the "MGCL"). The MGCL provides that
a corporation may indemnify any director made a party to any proceeding by
reason of service in that capacity unless it is established that (i) the
act or omission of the director was material to the matter giving rise to
the proceeding and (a) was committed in bad faith or (b) was the result of
active and deliberate dishonesty, or (ii) the director actually received an
<PAGE>
improper personal benefit in money, property or services, or (iii) in the
case of any criminal proceeding, the director had reasonable cause to
believe that the act or omission was unlawful. The statute permits
Maryland corporations to indemnify their officers, employees or agents to
the same extent as its directors and to such further extent as is
consistent with law.
The Company has obtained directors' and officers' liability insurance
("D&O Insurance"). In addition, the Company has entered into an
indemnification agreement with each of its directors and certain officers
of the Company. The D&O Insurance and the indemnification agreements will
insure the Company's officers and directors against certain liabilities,
including liabilities under the securities laws. The indemnification
agreements will indemnify and advance expenses to the Company's directors
and officers to the fullest extent permitted by the MGCL.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Purchase and Sale Agreement, dated as of October 21,1998, as
amended, with respect to the acquisition by LaSalle Partners of the JLW
Parent Companies operating in Europe and the U.S.A. (the "Europe/USA
Agreement") (incorporated by reference to Exhibit 10.1 to the Current
Report of the Company, dated October 22, 1998 (filed December 9, 1998)).
2.2 Purchase and Sale Agreement, dated as of October 21,1998, as
amended, with respect to the acquisition by LaSalle Partners of the JLW
Parent Companies operating in Australia and New Zealand (the "Australasia
Agreement") (incorporated by reference to Exhibit 10.2 to the Current
Report of the Company, dated October 22, 1998 (filed December 9, 1998)).
2.3 Purchase and Sale Agreement, dated as of October 21,1998, as
amended, with respect to the acquisition by LaSalle Partners of the JLW
Parent Companies operating in Asia (the "Asia Agreement") (incorporated by
reference to Exhibit 10.3 to the Current Report of the Company, dated
October 22, 1998 (filed December 9, 1998)).
2.4 Form of Purchase and Sale Joinder Agreement, dated as of
October 21, 1998, by and among LaSalle Partners and each of the
shareholders selling equity interests in the JLW Parent Companies under the
Europe/USA Agreement (incorporated by reference to Exhibit 10.4 to the
Current Report of the Company, dated October 22, 1998 (filed December 9,
1998)).
2.5 Form of Purchase and Sale Joinder Agreement, dated as of
October 21, 1998, by and among LaSalle Partners and each of the
shareholders selling equity interests in the JLW Parent Companies under the
Australasia Agreement (incorporated by reference to Exhibit 10.5 to the
Current Report of the Company, dated October 22, 1998 (filed December 9,
1998)).
2.6 Form of Purchase and Sale Joinder Agreement, dated as of
October 21, 1998, by and among LaSalle Partners and each of the
shareholders selling equity interests in the JLW Parent Companies under the
Asia Agreement (incorporated by reference to Exhibit 10.6 to the Current
Report of the Company, dated October 22, 1998 (filed December 9, 1998)).
<PAGE>
2.7 Form of Indemnity and Escrow Agreement, dated as of October 21,
1998, by and among LaSalle Partners, certain subsidiaries of LaSalle
Partners and each of the shareholders selling equity interests in the JLW
Parent Companies under the Europe/USA Agreement, the Australasia Agreement
and the Asia Agreement (incorporated by reference to Exhibit 10.7 to the
Current Report of the Company, dated October 22, 1998 (filed December 9,
1998)).
2.8 Form of Stockholder Agreement, dated as of October 21,1998, by
and among LaSalle Partners and each of the persons receiving shares of
LaSalle Partners common stock under the Europe/USA Agreement, the
Australasia Agreement and the Asia Agreement (incorporated by reference to
Exhibit 10.8 to the Current Report of the Company, dated October 22, 1998
(filed December 9, 1998)).
2.9 Form of Stockholder Agreement, dated as of October 21,1998, by
and among LaSalle Partners and each of the partners of DEL-LPL Limited
Partnership and DEL-LPAML Limited Partnership who is an employee of LaSalle
Partners and who will be receiving shares of LaSalle Partners Common Stock
in connection with the dissolution of DEL-LPL Limited Partnership and DEL-
LPAML Limited Partnership (incorporated by reference to Exhibit 10.9 to the
Current Report of the Company, dated October 22, 1998 (filed December 9,
1998)).
4.1 Articles of Amendment and Restatement of the Company
(incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997).
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997).
4.3 Form of certificate representing shares of Common Stock
(incorporated by reference to Exhibit 4.01 to the Company's Registration
Statement on Form S-1 (Registration No. 333-25741)).
5.1* Opinion and consent of Skadden, Arps, Slate, Meagher & Flom
(Illinois).
5.2* Opinion and consent of Piper & Marbury L.L.P.
23.1 Consent of KPMG LLP, independent auditors (with respect to
LaSalle Partners and The Compass Group).
23.2 Consent of Deloitte & Touche, independent auditors (with
respect to Jones Lang Wootton (the English Partnership and Subsidiaries)).
23.3 Consent of Deloitte & Touche, independent accountants (with
respect to Jones Lang Wootton - Irish Practice).
23.4 Consent of Ernst & Young, independent auditors (with respect to
Jones Lang Wootton Scotland).
23.5 Consent of KPMG, independent auditors (with respect to JLW Asia
Holdings Limited and subsidiaries).
23.6 Consent of Coopers & Lybrand, independent auditors (with
respect to JLW Property Consultants Pte Ltd.).
23.7 Consent of Ernst & Young, independent auditors (with respect to
JLW Australia Group).
<PAGE>
23.8 Consent of PriceWaterhouseCoopers, LLP, independent auditors
(with respect to The Compass Companies and The Yarmouth Group Property
Management, Inc.).
23.9 Consent of KPMG, independent auditors (with respect to Lend
Lease Property Management (Australia) Pty Limited).
23.10* Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)
(included in Exhibit 5.1).
23.11* Consent of Piper & Marbury L.L.P. (included in Exhibit 5.2).
24.1 Power of Attorney (included on the signature page hereto).
- --------------------
* To be filed by Amendment.
(b) Financial Statement Schedules:
Financial statement schedules have been omitted because
the information required to be set forth therein is not applicable or is
shown in the financial statements or notes thereto.
ITEM 17. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act.
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the maximum aggregate offering price may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) under the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and incorporated by
reference in this Registration Statement.
2. The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed
as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
(b) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
4. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement has been signed on its behalf by the
undersigned, thereunto duly authorized in the City of Chicago, State of
Illinois, on this 21st day of January, 1999.
LASALLE PARTNERS INCORPORATED
By: /s/ Stuart L. Scott
----------------------------------
Stuart L. Scott
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 21st day of January, 1999.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stuart L. Scott, Robert C. Spoerri,
William E. Sullivan, Robert C. Hagan and Fritz E. Freidinger his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-
in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
SIGNATURE TITLE
--------- -----
/s/ Stuart L. Scott Chairman of the Board of Directors,
- -------------------------- Chief Executive Officer and Director
Stuart L. Scott (Principal Executive Officer)
/s/ Robert C. Spoerri
- -------------------------
Robert C. Spoerri President, Chief Operating Officer
and Director
/s/ William E. Sullivan
- -------------------------
William E. Sullivan Executive Vice President, Chief
Financial Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
<PAGE>
SIGNATURE TITLE
--------- -----
/s/ Daniel W. Cummings
- -------------------------
Daniel W. Cummings Co-President - LaSalle Advisors
Capital Management, Inc. and
Director
/s/ Charles K. Esler
- -------------------------
Charles K. Esler Vice-Chairman - LaSalle Partners
Management Services, Inc. and
Director
/s/ M. G. Rose
- -------------------------
M. G. Rose President, Tenant Representation
Division - LaSalle Partners
Corporate & Financial Services, Inc.
and Director
/s/ Lynn C. Thurber
- -------------------------
Lynn C. Thurber Co-President - LaSalle Advisors
Capital Management, Inc. and
Director
/s/ Earl E. Webb
- -------------------------
Earl E. Webb Managing Director, Investment
Banking Division - LaSalle Partners
Corporate & Financial Services,
Inc. and Director
/s/ Darryl Hartley-Leonard
- --------------------------
Darryl Hartley-Leonard Director
/s/ Thomas C. Theobald
- -------------------------
Thomas C. Theobald Director
/s/ John R. Walter
- -------------------------
John R. Walter Director
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
2.1 Purchase and Sale Agreement, dated as of October 21,1998,
as amended, with respect to the acquisition by LaSalle Partners of the JLW
Parent Companies operating in Europe and the U.S.A. (the "Europe/USA
Agreement") (incorporated by reference to Exhibit 10.1 to the Current
Report of the Company, dated October 22, 1998 (filed December 9, 1998)).
2.2 Purchase and Sale Agreement, dated as of October 21,1998,
as amended, with respect to the acquisition by LaSalle Partners of the JLW
Parent Companies operating in Australia and New Zealand (the "Australasia
Agreement") (incorporated by reference to Exhibit 10.2 to the Current
Report of the Company, dated October 22, 1998 (filed December 9, 1998)).
2.3 Purchase and Sale Agreement, dated as of October 21,1998,
as amended, with respect to the acquisition by LaSalle Partners of the JLW
Parent Companies operating in Asia (the "Asia Agreement") (incorporated by
reference to Exhibit 10.3 to the Current Report of the Company, dated
October 22, 1998 (filed December 9, 1998)).
2.4 Form of Purchase and Sale Joinder Agreement, dated as of
October 21, 1998, by and among LaSalle Partners and each of the
shareholders selling equity interests in the JLW Parent Companies under the
Europe/USA Agreement (incorporated by reference to Exhibit 10.4 to the
Current Report of the Company, dated October 22, 1998 (filed December 9,
1998)).
2.5 Form of Purchase and Sale Joinder Agreement, dated as of
October 21, 1998, by and among LaSalle Partners and each of the
shareholders selling equity interests in the JLW Parent Companies under the
Australasia Agreement (incorporated by reference to Exhibit 10.5 to the
Current Report of the Company, dated October 22, 1998 (filed December 9,
1998)).
2.6 Form of Purchase and Sale Joinder Agreement, dated as of
October 21, 1998, by and among LaSalle Partners and each of the
shareholders selling equity interests in the JLW Parent Companies under the
Asia Agreement (incorporated by reference to Exhibit 10.6 to the Current
Report of the Company, dated October 22, 1998 (filed December 9, 1998)).
2.7 Form of Indemnity and Escrow Agreement, dated as of
October 21, 1998, by and among LaSalle Partners, certain subsidiaries of
LaSalle Partners and each of the shareholders selling equity interests in
the JLW Parent Companies under the Europe/USA Agreement, the Australasia
Agreement and the Asia Agreement (incorporated by reference to Exhibit 10.7
to the Current Report of the Company, dated October 22, 1998 (filed
December 9, 1998)).
2.8 Form of Stockholder Agreement, dated as of October 21,
1998, by and among LaSalle Partners and each of the persons receiving
shares of LaSalle Partners common stock under the Europe/USA Agreement, the
Australasia Agreement and the Asia Agreement (incorporated by reference to
Exhibit 10.8 to the Current Report of the Company, dated October 22, 1998
(filed December 9, 1998)).
<PAGE>
2.9 Form of Stockholder Agreement, dated as of October
21,1998, by and among LaSalle Partners and each of the partners of DEL-LPL
Limited Partnership and DEL-LPAML Limited Partnership who is an employee of
LaSalle Partners and who will be receiving shares of LaSalle Partners
Common Stock in connection with the dissolution of DEL-LPL Limited
Partnership and DEL-LPAML Limited Partnership (incorporated by reference to
Exhibit 10.9 to the Current Report of the Company, dated October 22, 1998
(filed December 9, 1998)).
4.1 Articles of Amendment and Restatement of the Company
(incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997).
4.2 Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997).
4.3 Form of certificate representing shares of Common Stock
(incorporated by reference to Exhibit 4.01 to the Company's Registration
Statement on Form S-1 (Registration No. 333-25741)).
5.1* Opinion and consent of Skadden, Arps, Slate, Meagher &
Flom (Illinois).
5.2* Opinion and consent of Piper & Marbury L.L.P.
23.1 Consent of KPMG LLP, independent auditors (with respect
to LaSalle Partners and The Compass Group).
23.2 Consent of Deloitte & Touche, independent auditors (with
respect to Jones Lang Wootton (the English Partnership and Subsidiaries)).
23.3 Consent of Deloitte & Touche, independent accountants
(with respect to Jones Lang Wootton - Irish Practice).
23.4 Consent of Ernst & Young, independent auditors (with
respect to Jones Lang Wootton Scotland).
23.5 Consent of KPMG, independent auditors (with respect to
JLW Asia Holdings Limited and subsidiaries).
23.6 Consent of Coopers & Lybrand, independent auditors (with
respect to JLW Property Consultants Pte Ltd.).
23.7 Consent of Ernst & Young, independent auditors (with
respect to JLW Australia Group).
23.8 Consent of PriceWaterhouseCoopers, LLP, independent
auditors (with respect to The Compass Companies and The Yarmouth Group
Property Management, Inc.).
23.9 Consent of KPMG, independent auditors (with respect to
Lend Lease Property Management (Australia) Pty Limited).
23.10* Consent of Skadden, Arps, Slate, Meagher & Flom
(Illinois) (included in Exhibit 5.1).
23.11* Consent of Piper & Marbury L.L.P. (included in
Exhibit 5.2).
24.1 Power of Attorney (included on the signature page
hereto).
--------------------
* To be filed by Amendment.
EXHIBIT 23.1
- ------------
CONSENT OF KPMG LLP
The Board of Directors
LaSalle Partners Incorporated:
We consent to the use of our report dated February 16, 1998 with respect to
the financial statements of LaSalle Partners Incorporated as of
December 31, 1997 and 1996 and for the three-year period ended December 31,
1997 and our report dated September 21, 1998, except for note 12, which is
as of October 31, 1998 with respect to the combined financial statements of
the Compass Group as of December 31, 1997 and for the period from June 11,
1997 to December 31, 1997 incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Registration
Statement of Form S-3.
/s/ KPMG
Chicago, Illinois
January 19, 1999
EXHIBIT 23.2
- ------------
The Directors
LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, Illinois 60601
United States of America
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
(No. 333-[ ]) on Form S-3 of LaSalle Partners Incorporated of our report
dated 23 November 1998 with respect to the consolidated financial
statements of Jones Lang Wootton (the English Partnership and subsidiaries)
as of 31 December 1997 and 1996 and for each of the three years ended 31
December 1997, which report appears in the Current Report on Form 8-K of
LaSalle Partners Incorporated dated 9 December 1998, and to the reference
to us under the heading "Experts" in the Prospectus, which is a part of
this Registration Statement.
/s/ Deloitte & Touche
21 January 1999
EXHIBIT 23.3
- ------------
The Directors
LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, Illinois 60601
United States of America
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement
(No. 333-[ ]) on Form S-3 of LaSalle Partners Incorporated of our report
dated 24 November 1998 with respect to the combined financial statements of
Jones Lang Wootton - Irish Practice as of 31 December 1997 and 1996 and for
each of the three years ended 31 December 1997, which report appears in the
Current Report on Form 8-K of LaSalle Partners Incorporated dated 9
December 1998, and to the reference to us under the heading "Experts" in
the Prospectus, which is a part of this Registration Statement.
/s/ Deloitte & Touche
21 January 1999
EXHIBIT 23.4
- ------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of LaSalle
Partners Incorporated for the registration of 1,150,000 shares of its
common stock and to the incorporation by reference therein of our report
dated October 20, 1998 with respect to the consolidated financial
statements of Jones Lang Wootton - Scotland included in the Current Report
on Form 8-K of LaSalle Partners Incorporated dated October 22, 1998 filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG
GLASGOW, SCOTLAND
JANUARY 21, 1999
EXHIBIT 23.5
- ------------
The Board of Directors
JLW Asia Holdings Limited
Hong Kong
We consent to the incorporation by reference in the registration statement
on Form S-3 dated 15 January 1999 of LaSalle Partners Incorporated of our
report dated 12 November 1998 with respect to the Group balance sheets of
JLW Asia Holdings Limited and subsidiaries ("the Group") as of 31 December
1997 and 1996, and the related Group profit and loss accounts, Group
statements of total recognised gains and losses, reconciliations of
shareholders' funds and cash flows for each of the years in the three-year
period ended 31 December 1997, which report appears in the Current Report
on Form 8-K of LaSalle Partners Incorporated dated 22 October 1998 (filed 9
December 1998). Our report is based in part upon the report of other
independent auditors, with respect to JLW Property Consultants Pte Ltd and
its subsidiaries for the periods indicated in their report thereon.
/s/ KPMG
Certified Public Accountants
Hong Kong
15 January 1999
EXHIBIT 23.6
- ------------
The Board of Directors
JLW Property Consultants Pte Ltd
9 Raffles Place
#39-00 Republic Plaza
Singapore 048619
Dear Sirs
JLW Property Consultants Pte Ltd & Its Subsidiary Companies
Years Ended 31 December 1996 and 31 December 1997
Independent Auditors' Report
We consent to the incorporation by reference in the Registration Statement
on Form S-3 dated 15 January 1999 of LaSalle Partners incorporated of our
report dated 12 March 1998 with respect to consolidated financial
statements of JLW Property Consultants Pte Ltd and its subsidiary companies
as of 31 December 1997 and 31 December 1996 and the related profit and loss
accounts and cash flow statement for each of the three-year period ended 31
December 1997, which report appears in the Current Report on Form 8-K of
LaSalle Partners Incorporated dated 22 October 1998 (filed 9 December
1998).
Yours truly
/S/ COOPERS & LYBRAND
Certified Public Accountants
Singapore, 15 January 1999
EXHIBIT 23.7
- ------------
20 January 1999
The Board of Directors
LaSalle Partners Incorporated
Chicago, Illinois
The Board of Directors
Jones Lang Wootton Australia Pty Limited
Level 27, Northpoint
Miller Street
NORTH SYDNEY NSW 2060
Ladies and Gentlemen:
We agree to the reference to our firm under the caption "Experts" in the
Form S-3 Registration Statement with respect to the combined financial
statements of the Jones Lang Wootton Australasia Group.
/S/ ERNST & YOUNG
EXHIBIT 23.8
- ------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the prospectus
constituting part of this Registration Statement on Form S-3 of LaSalle
Partners Incorporated and subsidiaries of our reports dated September 4,
1998 and September 17, 1998 relating to the consolidated financial
statements of The Compass Companies for the years ended December 31, 1996
and 1995 and consolidated financial statements of The Yarmouth Group
Property Management, Inc. for the six month period ended June 30, 1997 and
for the years ended December 31, 1996 and 1995, respectively, which appear
in the Current Report on Form 8-K of LaSalle Partners Incorporated and
subsidiaries dated October 1, 1998. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
January 18, 1999
EXHIBIT 23.9
- ------------
CONSENT OF KPMG
The Board of Directors
LaSalle Partners Incorporated:
We consent to the use of our report dated September 18, 1998 with respect
to the statements revenues and direct expenses relating to the office and
industrial business of Lend Lease Property Management (Australia) Pty
Limited for the six-month period ended June 30, 1997 and for the years
ended December 31, 1996 and 1995 incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Registration
Statement of Form S-3.
/s/ KPMG
Sydney New South Wales, Australia
January 19, 1999
