AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 1999
REGISTRATION NO. 333-70969
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
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 juris- (IRS employer
diction of incorporation identification
or organization) number)
--------------------------
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)
--------------------------
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)
--------------------------
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
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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
following 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: ( )
--------------------------
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
Registration 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.
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The information in this prospectus is not complete and may be changed.
The selling stockholders 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 March 3, 1999
1,150,000 SHARES
LASALLE PARTNERS INCORPORATED
COMMON STOCK
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The stockholders of LaSalle Partners Incorporated listed in this
prospectus under the caption "Selling Stockholders" may offer to sell up to
1,150,000 shares of common stock of LaSalle Partners under this prospectus.
LaSalle Partners will not receive any of the proceeds from such sales.
The selling stockholders may sell the shares from time to time,
through agents, brokers, underwriters or dealers, on or off the New York
Stock Exchange, in private negotiated transactions, or in a combination of
any such methods, at prices then obtainable.
The selling stockholders and participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of
1933 with respect to the sale of the shares.
Our common stock is listed on the New York Stock Exchange under the
trading symbol "LAP." On March 2, 1999, the closing price of the common
stock was $31.19 per share.
INVESTING IN THE COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN
THE "RISK FACTORS" SECTION BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
------------------------------
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.
------------------------------
The date of this prospectus is [o], 1999
TABLE OF CONTENTS
Page
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Cautionary Statement Concerning Forward-looking Statements . . . . . 12
Where You Can Find More Information . . . . . . . . . . . . . . . . . 13
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . 19
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 21
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SUMMARY
THE COMPANY
GENERAL
LaSalle Partners 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 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. Our principal executive
offices are located at 200 East Randolph Drive, Chicago, Illinois 60601.
Our telephone number is (312) 782-5800.
COMPASS ACQUISITION
In October 1998, we acquired Compass Management and Leasing, Inc. and
some of its affiliates. The acquired companies conducted 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, a real estate services firm
based in Australia.
We paid Lend Lease approximately $180 million in cash for the acquired
companies and incurred transaction costs of approximately $4.1 million. We
are obligated to pay up to $77.5 million to Lend Lease over five years if
revenues generated by us from Lend Lease and its affiliates reach defined
revenue targets. We anticipate incurring approximately $10.3 million in
after-tax transition expenses in connection with the acquisition of the
Compass businesses. These expenses will be charged against earnings
primarily in 1998 and the first half of 1999.
JLW COMPANIES ACQUISITION
GENERAL. In October 1998, we entered into agreements to acquire the
property and asset management, advisory and other real estate 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 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. The acquisition is subject to the satisfaction
of a number of closing conditions, including stockholder approval. We have
called a special meeting of our stockholders to be held on March 10, 1999,
to vote on three matters related to the acquisition, (1) the issuance of
the shares to be issued as consideration for the JLW companies, (2) an
amendment to our charter to change our name to "Jones Lang LaSalle
Incorporated" and (3) an amendment to our stock award and incentive plan to
increase the number of shares issuable pursuant to such plan to 4,160,000
from 2,215,000. Since the record date for the special meeting was January
25, 1999, you will not be entitled to vote shares of common stock purchased
from a selling stockholder at the special meeting. Subject to stockholder
approval and satisfaction of the other closing conditions, we expect the
acquisition of the JLW companies to close as soon as practicable following
the special meeting.
We will pay (1) up to 14,254,116 shares of common stock, which amount
is subject to a post-closing net worth adjustment, (2) an amount of cash
based on the value of 111,084 shares of common stock as measured as of a
date just prior to the acquisition of the JLW companies and (3) $2.7
million in cash, for the JLW companies. Assuming that net worth
requirements applicable to the JLW companies at closing are met and that
the value of 111,084 shares of common stock is equal to $[-], which
was the closing price of common stock on [-], 1999, the total cash
consideration to be paid to the JLW shareholders for the JLW companies
would be approximately $[-] million.
References herein to "Jones Lang LaSalle" mean the combined entity
comprising LaSalle Partners and the JLW companies following the closing of
the acquisition. For a more complete discussion of the acquisition of the
JLW companies and more detailed information regarding the JLW companies
than provided in this prospectus, please see our Proxy Statement on
Schedule 14A, which was filed on February 8, 1999 with the Securities and
Exchange Commission and is incorporated herein by reference.
STOCKHOLDER AGREEMENTS; DEL STOCKHOLDER AGREEMENTS. Each JLW
shareholder has entered into a separate Stockholder Agreement with us which
will become effective upon the closing of the acquisition. In addition, in
the cases where a JLW shareholder is not a natural person, the employee of
the JLW companies who owns or holds an interest in such JLW shareholder
has entered into a Stockholder Agreement along with that JLW shareholder.
The term of the Stockholder Agreements will commence upon the closing and
will terminate on the earlier of (1) the first business day immediately
following the fifth annual meeting of stockholders of Jones Lang LaSalle
following the date of the closing and (2) June 1, 2003. Each Stockholder
Agreement contains standstill covenants, covenants restricting activities
affecting the management or corporate control of Jones Lang LaSalle, sale
and transfer restrictions, and voting agreements.
Each of our and our subsidiaries' current directors, officers and
employees (a "LaSalle Partners Employee Stockholder") who is a former
partner of DEL-LPL Limited Partnership and DEL-LPAML Limited Partnership
has entered into an agreement (a "DEL Stockholder Agreement"), that
contains provisions similar to those contained in the Stockholder
Agreements. These partnerships were two affiliated employee partnerships
which held approximately 7 million of our shares.
As a result of the Stockholder Agreements and DEL Stockholder
Agreements, as long as persons who are parties or otherwise subject to
these agreements own or control a majority of the issued and outstanding
shares of common stock entitled to vote, all director nominees of the Jones
Lang LaSalle board of directors will be elected, all sale or merger
transactions opposed by the board will not be approved and all stockholder
proposals will be decided in accordance with the board's recommendation.
ANTICIPATED ACCOUNTING TREATMENT. We expect to incur compensation
expense associated with the issuance of shares totaling approximately
$117.3 million in the year ended December 31, 1999 and $93.4 million in the
year ended December 31, 2000, assuming that the JLW companies have the
required net worth at the closing of the acquisition. Included in the
total estimated compensation expense of $210.7 million is expense of $49.2
million which will be subject to fluctuation based on quarterly changes in
the price of common stock. We anticipate that this compensation expense,
$210.3 million of which represents a non-cash charge, will cause Jones Lang
LaSalle to report operating losses for these periods.
THE OFFERING
All of the 1,150,000 shares which may be offered pursuant to this
prospectus will be offered by the Selling Shareholders. We will not
receive any proceeds from the sale of these shares.
RISK FACTORS
Before you invest in our common stock, you should be aware that making
such an investment involves various risks, including those described below.
You should carefully consider these risk factors, together with all of the
other information included in this prospectus and the information
incorporated by reference, before you decide whether to purchase shares of
our common stock.
RISKS RELATED TO THE ACQUISITION OF THE JLW COMPANIES
WE MAY NOT SUCCESSFULLY INTEGRATE THE BUSINESS OPERATIONS OF, OR
REALIZE THE BENEFITS FROM, OUR ACQUISITIONS. The success of the
acquisition of the Compass businesses and the JLW companies will depend
upon a number of factors, most importantly the ability of the combined
company to realize opportunities for revenue growth presented by
strengthened product and service offerings and expanded geographic market
coverage, and expected cost savings associated with combining offices,
reducing infrastructure functions such as accounting, human resources and
information technology, and taking advantage of the buying power of the
combined company. The integration of the JLW companies and the Compass
businesses into our existing business operations may place a significant
burden on management and require the expenditure of significant sums of
money. Such integration is subject to a number of risks, including:
o loss of our key employees or those of the Compass businesses or
the JLW companies;
o the difficulty associated with assimilating the broad and
geographically dispersed personnel and operations of the JLW
companies;
o the disruption of our ongoing business and acquisition strategy;
and
o the difficulty in maintaining uniform standards, controls,
procedures and policies.
We can not be sure that the anticipated benefits from the acquisition
of the JLW companies and the Compass businesses will be realized or that we
will be able to integrate the businesses successfully. If we fail to
successfully integrate these businesses, it could have a material adverse
effect on our business, operating results and financial condition.
IF DIFFERENT COMPENSATION STRUCTURE FOR EMPLOYEES OF JLW COMPANIES
DOES NOT PROVIDE ADEQUATE INCENTIVES, EMPLOYEE PERFORMANCE AND RETENTION
MAY BE NEGATIVELY AFFECTED. We can not be sure that the compensation
structure put in place following the acquisition of the JLW companies will
provide the same performance incentives as existed prior to such
acquisition. If such employees are not adequately incentivized, their
performance and retention levels may be adversely affected. 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 of the JLW companies, 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. Furthermore, although the vesting and forfeiture provisions of a
portion of the shares to be issued to the JLW shareholders and the shares
to be placed in an irrevocable trust are intended in part to incent such
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 acquisition of the JLW companies, we will have
significantly greater international exposure. After giving pro forma
effect to the acquisition of the JLW companies and the acquisition of the
Compass businesses, we would have derived approximately 55.8% and 54.1% of
our 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:
o political instability;
o greater difficulty in collecting accounts receivable in
certain geographic regions;
o unexpected changes in regulatory requirements;
o currency restrictions;
o delays and tariffs;
o difficulties and costs of staffing and managing
international operations;
o potentially adverse tax consequences;
o share ownership restrictions on foreign operations;
o currency fluctuations;
o the burden of complying with multiple and potentially
conflicting laws;
o the impact of business cycles and economic instability; and
the geographic, time zone, language and cultural differences
between personnel in different areas of the world.
We 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.
OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION WILL BE
SUBJECT TO PARTICULAR RISKS IN CERTAIN REGIONS OF THE WORLD. After the
acquisition of the JLW companies, we may 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. After giving
pro forma effect to the acquisition of the JLW companies 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.
Asia
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 herein as the "Asian Crisis."
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. A recovery in the Asian demand for property is unlikely to occur
until stability and economic growth returns to Asian financial markets.
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 the business,
operating results and financial condition of Jones Lang LaSalle.
Australia and New Zealand
In addition, the Australia and New Zealand real estate markets, while
mature by world standards, are characterized by their relative lack of
depth. The lack of a fully comprehensive domestic industrial
infrastructure, requiring imports of many manufactured goods such as motor
vehicles and industrial equipment, together with a heavily resource based
economy, means that the real economy is significantly influenced by
external economic events and developments. This gives rise to a somewhat
higher level of exposure to economic and financial volatility. The
Australian real estate markets are correspondingly small and prone to
external influences. Sydney and Melbourne, the primary commercial centers,
for example, have a total office market stock of some 64.6 million and 53.8
million square feet, respectively. Retail and industrial markets operate
in similar proportion and with a parallel degree of international exposure.
Thus, 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 the
business, operating results and financial condition of Jones Lang LaSalle.
EXPOSURE TO CURRENCY LOSSES FROM CURRENCY FLUCTUATIONS COULD RESULT
FROM THE TRANSACTIONS. Due to the constantly changing currency exposures
to which we will be subject after the acquisition of the JLW companies, and
the volatility of currency exchange rates, we can not be sure that we will
not experience currency losses in the future. We also cannot predict the
effect of exchange rate fluctuations upon future operating results.
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 we 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 acquisition of the JLW companies, 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. 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.
We and the respective JLW companies have in the past undertaken
hedging transactions only on a limited basis because neither company has
historically engaged in a significant amount of cross border transactions
which would require the use of such instruments. 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 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: (1) unexpected fluctuations in interest rates
impacting Jones Lang LaSalle's future buying power for purchasing foreign
currencies; and (2) unexpected changes in the timing and collection of
funds related to the hedging instruments, both of which can cause hedging
instruments to be ineffective. An ineffective hedging instrument may
expose Jones Lang LaSalle to currency losses, which could have an adverse
effect on Jones Lang LaSalle's business, financial condition and results of
operations. There can be no assurance that such hedging will be effective.
FAILURE TO CONSUMMATE THE ACQUISITION OF JLW COMPANIES COULD
NEGATIVELY AFFECT TRADING PRICE AND RESULTS FROM OPERATIONS. If the
acquisition of the JLW companies is not completed, the trading price of our
common stock could decline and costs incurred in connection with the
acquisition would negatively impact our results from operations. In
addition, costs incurred in connection with the acquisition of the JLW
companies, currently estimated at $12.5 million, and the termination fee of
$12.0 million, if payable, would negatively impact results from operations.
The consummation of the acquisition is subject to the satisfaction or
waiver of a number of conditions, many of which are beyond our control and
the control of the JLW shareholders and the JLW companies. In addition,
the parties to the purchase agreements pursuant to which the acquisition
will occur may terminate the purchase agreements under certain
circumstances. As a result, we can not be sure that the acquisition will
be completed on the terms set forth in the purchase agreements, if at all.
OPERATING LOSSES REFLECTING NON-CASH CHARGES FOR ACQUISITION-RELATED
COMPENSATION EXPENSE COULD NEGATIVELY AFFECT TRADING PRICE. We expect to
incur compensation expense associated with the issuance of shares totaling
approximately $117.3 million in the year ended December 31, 1999 and $93.4
million in the year ended December 31, 2000, as a result of the accounting
treatment applied to the acquisition of the JLW companies, assuming that
the JLW companies have the required net worth at closing. The total
estimated compensation expense of $210.7 million includes expense of $49.2
million which will be subject to fluctuation based on quarterly changes in
the price of LaSalle Partners common stock. We anticipate that this
compensation expense, $210.3 million of which represents a non-cash charge,
will cause Jones Lang LaSalle to report operating losses for the years
ended December 31, 1999 and 2000.
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,
WHICH COULD NEGATIVELY AFFECT TRADING PRICE. The Stockholder Agreements,
the DEL Stockholder Agreements and the charter and amended bylaws of Jones
Lang LaSalle will include provisions that may discourage, delay, defer or
prevent a takeover attempt that may be in the best interest of stockholders
of Jones Lang LaSalle and may adversely affect the market price of its
common stock. The Stockholder Agreements and the DEL Stockholder
Agreements require (1) each JLW shareholder, (2) in the cases where a JLW
shareholder is not a natural person, each employee of the JLW companies who
owns or holds an interest in such JLW shareholder (such employee, a
"Related JLW Owner"), and (3) each LaSalle Partners Employee Stockholder,
to vote all shares of LaSalle Partners common stock owned or controlled by
such stockholder:
o for persons nominated by the Jones Lang LaSalle board of
directors pursuant to the amended bylaws; and
o in accordance with the recommendations of a majority of the Jones
Lang LaSalle board of directors on all matters (1) 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 and
(2) 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, as long as persons who hold a majority of the
issued and outstanding common stock of Jones Lang LaSalle continue to be
bound by these 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 you and other stockholders of Jones Lang
LaSalle will have a limited influence on the outcome of votes of the
stockholders of Jones Lang LaSalle on the matters covered by such
agreements. The JLW shareholders, the Related JLW Owners and the LaSalle
Partners Employee Stockholders will hold approximately 69% of the issued
and outstanding shares of Jones Lang LaSalle common stock at the time of
the closing of the acquisition of the JLW companies.
In addition, pursuant to the charter of Jones Lang LaSalle, Jones Lang
LaSalle will have a classified board of directors, under 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
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:
o 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;
o a requirement that any stockholder action taken without a meeting
be pursuant to unanimous written consent; and
o advance notice procedures for Jones Lang LaSalle stockholders
nominating candidates for election to the Jones Lang LaSalle
board of directors.
Under the Maryland General Corporate Law, "Business Combinations"
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 of the Interested Stockholder 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 (1) 80% of the
votes entitled to be cast by holders of outstanding voting shares of the
corporation and (2) 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 set forth in the Maryland General Corporate Law
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.
Under the Maryland General Corporate Law, 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.
The provisions of the agreements described above, as well as our
charter and amended bylaws, and the Maryland General Corporate Law, could
discourage bids for common stock as well as adversely affect the market
price of common stock.
RISKS INHERENT IN THE INDUSTRY OR PARTICULAR TO JONES LANG LASALLE
NEGATIVE REAL ESTATE ECONOMIC CLIMATE OR GENERAL ECONOMIC CONDITIONS
MAY ADVERSELY AFFECT OUR BUSINESS. An economic downturn in several of them
or in significant markets could have a material adverse effect on our
business, results of operations and financial condition. The real estate
services business and, therefore, our business and results of operations,
is negatively impacted by periods of economic slowdown or recession, rising
interest rates or declining demand for real estate. These economic
conditions, including the following, could have a number of effects which
could have a material adverse impact on certain segments of our business:
o a general decline in rents;
o a decline in the level of investment in real estate;
o a decline in the value of real estate investments; and
o a general decline in sales prices and the supply of capital
invested in commercial real estate and related assets.
The real estate market tends to be cyclical and related to the
condition of the economy as a whole or, at least, to the perceptions of
investors and users as to the economic outlook. For example, if property
owners believe that an economic downturn is likely to occur in the near
future, some may sell their properties in anticipation. This could result
in the new owners changing property and investment management firms which
could cause us to lose some clients or assignments or to make the clients
or assignments we retain less profitable.
IF WE LOSE SERVICE AGREEMENTS OR CLIENT RELATIONSHIPS, OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE NEGATIVELY AFFECTED.
We are, and after the acquisition of the JLW companies will continue to be,
substantially dependent on long-term client relationships and on revenue
received for services under various service agreements. 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. Many service 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. In addition, the consummation of the acquisition of the JLW
companies and the acquisition of the Compass businesses give a significant
number of clients the right to terminate their service agreements with us.
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.
WE COMPETE AGAINST A NUMBER OF COMPETITORS ACROSS A VARIETY OF
BUSINESS DISCIPLINES. We 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. Depending on the business discipline, we
will face competition from a variety of competitors, such as other real
estate service providers, institutional lenders, insurance companies,
investment banking firms, investment managers and accounting firms. In
general, with respect to each of our business disciplines, we can not
assure 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.
IF OUR PROPERTIES DO NOT PERFORM WELL, OUR REVENUE GENERATION COULD BE
NEGATIVELY AFFECTED. Our revenue will be adversely affected by decreases
in the performance of the properties we manage. This is because our
revenue from property management services will generally be based upon
percentages of the revenue generated by the properties that we manage and
our leasing commissions typically will be based on the value of the lease
revenue commitments. Property performance typically depends upon our
ability to attract and retain creditworthy tenants, our ability to control
operating expenses, financial conditions generally and in the specific
areas where properties are located and the real estate market generally.
OUR CO-INVESTMENT ACTIVITIES SUBJECT US TO REAL ESTATE INVESTMENT
RISKS WHICH COULD CAUSE FLUCTUATIONS IN OUR EARNINGS AND CASH FLOW. 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:
o loss of our investments;
o potential conflicts of interest with clients leading them to
terminate their other relationships with us;
o difficulties associated with international co-investment;
and
o 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, we can not be sure that we would be able
to contract with any such new suppliers on acceptable terms, if at all.
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:
o a general, industry-wide focus on completing transactions by
calendar year end;
o 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
o the constant nature of our non-variable expenses throughout
the year versus the seasonality of our revenues, which has
historically resulting in a small loss in the first quarter,
a small profit or loss in the second and third quarters and
a larger profit in the fourth quarter, excluding the
recognition of investment generated performance fees.
We anticipate that our business will remain seasonal after the
acquisition of the JLW companies. 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 acquisition of the JLW
companies. We can not be sure of the seasonality of the combined earnings
of our business and the JLW companies because such seasonality is dependent
upon many factors outside of our control, including general economic
conditions and the timing of the closing of transactions.
WE MAY INCUR LIABILITIES RELATED TO OUR SUBSIDIARIES BEING GENERAL
PARTNERS OF NUMEROUS GENERAL AND LIMITED PARTNERSHIPS. We have
subsidiaries which are general partners in numerous general and limited
partnerships which invest in or manage real estate assets. Any subsidiary
which is a general partner is potentially liable to its partners and for
obligations of its partnership. If our exposure as a general partner is
not limited, or if our exposure as a general partner is expanded in the
future, any resulting losses may have a material adverse effect on our
business, results of operations and financial condition. We own our
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.
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. We may be held liable as an
operator for such costs in our role as an on-site property manager. 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 acquisition of the JLW companies. 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 as a result of
environmental contamination emanating from the site. 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. We can not be
sure 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,
results of operations or financial condition.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this
filing and elsewhere 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
acquisition of the JLW companies, 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:
o our Registration Statement (No. 333-25741) under the caption
"Risk Factors" and elsewhere;
o 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;
o 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;
o 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;
o 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;
o our Current Report on Form 8-K, dated August 31, 1998;
o our Current Report on Form 8-K, dated October 1, 1998;
o our Current Report on Form 8-K, dated October 22, 1998 (filed
October 24, 1998);
o 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;
o our Current Report on Form 8-K, dated February 22, 1998;
o our definitive Proxy Statement on Schedule 14A, filed February 8,
1999, under the captions "Risk Factors," "The Transactions," "The
Purchase agreements," "JLW Management's Discussion and Analysis
of Financial Condition and Results of the Operations of the JLW
Companies" and elsewhere; and
o 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 us are based upon representations
of such other parties.
WHERE CAN YOU FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with 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.
o Annual Report on Form 10-K for the year ended December 31,
1997
o Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998, June 30, 1998 and September 30, 1998
o Current Reports on Form 8-K, dated August 31, 1998, October
1, 1998, October 22, 1998 (filed October 22, 1998), October
22, 1998 (filed December 9, 1998) and February 22, 1999
o Proxy Statement on Schedule 14A, filed February 8, 1999
o 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
Attn: Investor Relations
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by
the selling stockholders.
THE COMPANY
GENERAL
LaSalle Partners 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. We are able to serve as the single provider of real estate
services for our clients' full range of real estate needs by offering a
broad range of real estate products and services and having an extensive
knowledge of domestic and international real estate markets.
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.
COMPASS ACQUISITION
In October 1998, we acquired Compass Management and Leasing, Inc. and
certain of its affiliates. The acquired companies conducted 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, a real estate services firm
based in Australia. We combined the businesses operated by the acquired
companies with those conducted by LaSalle Partners Management Services,
Inc., our operating subsidiary that conducts our property management and
leasing, facilities management and development management businesses. As a
result, 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."
We paid Lend Lease approximately $180 million in cash for the acquired
companies and incurred transaction costs of approximately $4.1 million. We
are obligated to pay up to $77.5 million to Lend Lease over five years if
revenues generated by us from Lend Lease and its affiliates reach defined
revenue targets. We anticipate incurring approximately $10.3 million in
after-tax transition expenses in connection with the acquisition of the
Compass businesses. Such expenses will be charged against earnings
primarily in 1998 and the first half of 1999.
JLW COMPANIES ACQUISITION
GENERAL. In October 1998, we entered into agreements to acquire the
property and asset management, advisory and other real estate 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 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 other than on-site personnel responsible
for the maintenance of properties. Such employees were based in 87 offices
and represented in 32 countries. We expect the acquisition of the JLW
companies to close as soon as practicable following a special meeting of
our stockholders to be held on March 10, 1999. Since the record date for
the special meeting was January 25, 1999, you will not be entitled to vote
shares of common stock purchased from a selling stockholder at the special
meeting.
Assuming that all of the conditions to the acquisition of the JLW
companies are satisfied or waived, as consideration for the JLW companies
we will deliver, or cause to be delivered:
o up to 12,481,792 shares of common stock, subject to reduction
pursuant to the post-closing net worth adjustment described
below, to or for the account of approximately 339 JLW
o shareholders, 325 of which are currently partners or employees of
the JLW companies;
o 1,772,324 shares of common stock to an irrevocable trust,
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 companies and to incentivize
such employees to remain with Jones Lang LaSalle; and
o an amount of cash equal to the sum of (a) $2.7 million plus (b)
the value of 111,084 shares of common stock.
The shares to be deposited in the irrevocable trust will be allocated
at the closing of the acquisition and on December 31, 1999 and 2000,
principally to employees of Jones Lang LaSalle on such dates. A portion of
these shares will be subject to vesting conditions.
The aggregate consideration payable in connection with the acquisition
of the JLW companies is predicated on the JLW companies having an aggregate
net worth of $40 million, subject to adjustment based on the date of the
closing. The number of shares deliverable will be reduced to the extent
that the JLW companies do not have the required net worth. The amount of
cash equal to the value of 111,084 shares of common stock will be
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 just prior to the closing (such price, the "Five-Day Average
Closing Price"). Assuming the net worth requirements are met and that the
Five Day Average Closing Price is equal to $[-], which was the closing
price of common stock on [-], 1999, the total cash consideration to be
paid to the JLW shareholders for the JLW companies would be approximately
$[-] million.
Of the shares of common stock to be issued to each JLW shareholder:
o a portion will be held by an escrow agent that we and the
JLW companies select and will either be returned to us or
issued to such JLW shareholder following the determination
of the net worth of the JLW companies as of the closing of
the acquisition;
o a portion will be held by the same escrow agent to support
the indemnification obligations of such JLW shareholder
under an indemnity and escrow agreement; and
o another portion will be held by a separate escrow agent and
will be subject to forfeiture by such JLW shareholder if
such JLW shareholder leaves the employ of Jones Lang LaSalle
under limited circumstances.
The remaining portion of the shares issuable to a JLW shareholder will be
issued to such JLW shareholder at closing.
STOCKHOLDER AGREEMENTS; DEL STOCKHOLDER AGREEMENTS. As a condition to
the acquisition of the JLW companies, each JLW shareholder has entered into
a separate Stockholder Agreement with us which will become effective upon
the closing of the acquisition. In addition, each Related JLW Owner has
entered into a Stockholder Agreement along with such JLW shareholder.
Unless otherwise agreed, the term of such Stockholder Agreements will
commence upon the closing and will terminate on the earlier of (1) the
first business day immediately following the fifth annual meeting of
stockholders of Jones Lang LaSalle following the date of the closing and
(2) June 1, 2003.
The Stockholder Agreements are intended to provide, among other
things, appropriate representation on the Jones Lang LaSalle board of
directors for our stockholders and the JLW shareholders during a
transitional period of approximately four years, as well as to ensure
compliance with United States securities laws. Pursuant to the Stockholder
Agreements, each JLW shareholder and Related JLW Owner has:
o agreed to standstill covenants and covenants restricting
activities affecting the management or corporate control of
Jones Lang LaSalle;
o agreed not to sell, except pursuant to limited exceptions,
any shares received in connection with the acquisition
during the period commencing on the date of the closing and
ending one year from such date, and to more limited
restrictions on the transferability of such shares after
such period; and
o agreed to vote all shares of common stock owned by such JLW
shareholder and Related JLW Owner in favor of persons
nominated by the Jones Lang LaSalle board of directors and
in accordance with the recommendation of the Jones Lang
LaSalle board of directors on stockholder proposals and
matters involving a sale or merger of Jones Lang LaSalle
which such board has recommended against approving.
Each LaSalle Partners Employee Stockholder who is a former partner of
DEL-LPL Limited Partnership and DEL-LPAML Limited Partnership, two
affiliated employee partnerships which held approximately 7 million of our
shares, has entered into a DEL Stockholder Agreement that contains all the
stockholder covenants and voting provisions contained in the Stockholder
Agreements. The DEL Stockholder Agreements also contain limited transfer
restrictions with respect to shares of common stock owned by LaSalle
Partners Employee Stockholders. Prior to their dissolution, which was
effective June 30, 1998, the employee partnerships were the entities
through which our employee owners prior to our initial public offering held
their shares of common stock. The approximately seven million shares of
common stock held by the employee partnerships were issued by us to them in
connection with our incorporation. Such shares have been distributed to
their beneficial owners as a result of the dissolution. The employee
partnerships dissolved to permit, among other things, the employee owners
to hold their common stock directly. The DEL Stockholder Agreements were
required by the beneficial owners of the JLW companies as a condition to
their agreement to enter into the Stockholder Agreements.
As a result of the Stockholder Agreements and DEL Stockholder
Agreements, as long as persons who are parties or otherwise subject to such
agreements own or control a majority of the issued and outstanding shares
of common stock entitled to vote, all director nominees of the Jones Lang
LaSalle board of directors will be elected, all sale or merger transactions
opposed by the board will not be approved and all stockholder proposals
will be decided in accordance with the board's recommendation. Following
the acquisition of the JLW companies, it is expected that approximately 69%
of our outstanding common stock will initially be owned by employees of
Jones Lang LaSalle who are subject to the Stockholder Agreements and the
DEL Stockholder Agreements. Approximately 47% of the issued and
outstanding shares of LaSalle Partners common stock will be owned by the
JLW shareholders and approximately 22% of the issued and outstanding shares
will be owned by the LaSalle Partners Employee Stockholders.
ANTICIPATED ACCOUNTING TREATMENT. The issuance of shares of common
stock and cash payments to the JLW shareholders and the irrevocable trust
will be accounted for in part as purchase consideration under APB Opinion
No. 16, "Business Combinations" and in part as compensation expense under
APB Opinion No. 25, "Accounting for Stock Issued to Employees." Of the
14,254,116 total shares to be issued, 7,578,385 shares, or 53%, will be
accounted for under purchase accounting and 6,675,731 shares, or 47%, will
be accounted for as compensation expense.
We expect to incur compensation expense associated with the issuance
of shares totaling approximately $117.3 million in the year ended December
31, 1999 and $93.4 million in the year ended December 31, 2000, assuming
that the JLW companies have the required net worth at the closing of the
acquisition. Included in the total estimated compensation expense of
$210.7 million is expense of $49.2 million which will be subject to
fluctuation based on quarterly changes in the price of common stock. We
anticipate that this compensation expense, $210.3 million of which
represents a non-cash charge, will cause Jones Lang LaSalle to report
operating losses for these periods.
CONDITIONS TO THE ACQUISITION OF THE JLW COMPANIES. In order for us
to complete the acquisition of the JLW companies, our stockholders must
approve the following proposals at a special meeting which will occur on
March 10, 1999:
o the issuance of up to 14,254,116 shares of common stock as part
of the consideration for the JLW companies;
o an amendment to our Articles of Amendment and Restatement to
change our name to "Jones Lang LaSalle Incorporated" at the time
of the closing of the acquisition of the JLW companies; and
o an amendment to our 1997 Stock Award and Incentive Plan to
increase the number of shares issuable to 4,160,000 from
2,215,000.
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. Therefore, you will not be entitled to vote shares of common
stock purchased from a selling stockholder at the special meeting.
In addition to our obtaining the requisite shareholder vote at the
March 10, 1999 special meeting, the respective obligations of the parties
to complete the acquisition of the JLW companies are also subject to the
satisfaction or waiver of additional conditions, including the following:
o no court or other governmental order prohibiting the
consummation of any of the contemplated transactions being
effective;
o all material governmental and third-party filings, consents
and approvals having been obtained or made;
o since June 30, 1998, there having been no material adverse
effect or any individual or cumulative event that is
reasonably likely to result in a material adverse effect on
us or the JLW companies taken as a whole.
All conditions to the acquisition are waivable. We cannot be sure
that all of the conditions to the acquisition of the JLW companies will be
satisfied or waived or that the acquisition will occur.
If the Purchase agreements are terminated because (1) our stockholders
do not approve the proposals set forth above or (2) our board of directors
has withdrawn or modified in a manner adverse to the JLW companies its
approval or recommendation of the acquisition, we will be obligated to pay
to the JLW companies a termination fee of $12 million.
SELLING STOCKHOLDERS
The selling stockholders own the number of shares set forth in the
following table. We can provide no estimate as to the exact number of
shares the selling stockholders will hold after completion of this offering
because the selling stockholders may sell all or any portion of their
shares pursuant to the offering contemplated by this prospectus. Lizanne
Galbreath, who is one of the selling stockholders, was a director of
LaSalle Partners 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
--------------- ------------ ----------- ----------
Lizanne Galbreath (1)(2) 1,187,278 7.3% 200,000
Galbreath Holdings, LLC (1) 475,000 2.9% 475,000
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
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
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
Laurie Galbreath Nichols 118,870 * 118,870
John W. Galbreath II 89,084 * 89,084
----------------------------
* 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. 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 for purposes of Rule 13d-3 under the Exchange Act.
Ms. Galbreath disclaims beneficial ownership of such shares of common
stock, except to the extent of her ownership interests. Ms. Galbreath
also holds directly 399,790 shares of common stock.
(2) The 1,187,278 shares reported in the table above consist of the
399,790 shares of common stock owned directly by Ms. Galbreath, the
475,000 shares of common stock owned by Galbreath Holdings, the
293,738 shares of common stock held by Ms. Galbreath, and her
successors in trust, as trustee of the 1997 Grantor Retained Annuity
Trust created by Ms. Galbreath, and the 18,750 shares which Ms.
Galbreath has the right to acquire through stock options granted under
our 1997 Stock Award and Incentive Plan exercisable within 60 days of
January 25, 1999.
The registration statement of which this prospectus is a part (the
"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.
The selling stockholders acquired the shares of common stock to be
offered pursuant to this prospectus as a result of our acquisition of The
Galbreath Company in April 1997. In connection with the acquisition of The
Galbreath Company, 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 under 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.
In connection with the acquisition of The Galbreath Company, we
entered into a 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, of resales of the common stock that was issued to
Galbreath Holdings as a result of the acquisition of The Galbreath Company
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:
(1) 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 (2) the earlier of
the sale of all shares registered by the Registration Statement and 120
days after the effective date of the 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
we 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 acquisition of
The Galbreath Company 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
acquisition of The Galbreath Company to fall below 7.0% 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 or limit the
common stock held by the selling stockholders from participating in such
offering.
The Registration Rights Agreement also provides that, prior to the
transfer of any common stock by the selling stockholders, they must provide
us with notice 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, 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 their common stock.
Although none of the selling stockholders has advised us 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:
o through brokers, acting as principal or agent, in 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;
o 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;
o directly by the selling stockholders or through brokers or agents
in private sales at negotiated prices; or
o 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. In addition,
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.
Pursuant to the Registration Rights Agreement, we have 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, if any, against certain liabilities which may be incurred
in connection with the sale of the common stock under this prospectus,
including liabilities under the Securities Act. In addition, pursuant to
the Registration Rights Agreement, each selling stockholder is obligated to
indemnify us 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 us 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 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 the JLW Australasia Group (the JLW
companies 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.
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 combined statements of operations and cash flows of the Compass
Companies for the period from January 1, 1997 to June 10, 1997 and 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 have been
incorporated by reference herein in reliance upon the reports 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 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
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)).
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 Consents 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).
(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
(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.
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 3rd day of March, 1999.
LASALLE PARTNERS INCORPORATED
By: *
----------------------------------
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 3rd day of March, 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
--------- -----
* Chairman of the Board of Directors,
- ---------------------- Chief Executive Officer and Director
Stuart L. Scott (Principal Executive Officer)
* President, Chief Operating Officer and
---------------------- Director
Robert C. Spoerri
* Executive Vice President, Chief Financial
---------------------- Officer and Director
William E. Sullivan (Principal Financial Officer and Principal
Accounting Officer)
* Co-President - LaSalle Advisors
---------------------- Capital Management, Inc. and Director
Daniel W. Cummings
* Vice-Chairman - LaSalle Partners Management
---------------------- Services, Inc. and Director
Charles K. Esler
* President, Tenant Representation Division -
---------------------- LaSalle Partners Corporate & Financial Services,
M. G. Rose Inc. and Director
* Co-President - LaSalle Advisors Capital
---------------------- Management, Inc. and Director
Lynn C. Thurber
* Managing Director, Investment Banking Division -
---------------------- LaSalle Partners Corporate & Financial Services,
Earl E. Webb Inc. and Director
* Director
----------------------
Darryl Hartley-Leonard
* Director
----------------------
Thomas C. Theobald
* Director
----------------------
John R. Walter
*By: /s/ William E. Sullivan
------------------------
William E. Sullivan
Attorney-in-Fact
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)).
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 Consents 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).
EXHIBIT 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom (Illinois)]
March 3, 1999
LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, Illinois 60601
Re: LaSalle Partners Incorporated
Registration Statement on Form S-3 (No. 333-70969)
Ladies and Gentlemen:
We are acting as special counsel to LaSalle Partners Incorporated, a
Maryland corporation (the "Company"), in connection with the preparation of
a registration statement on Form S-3 (File No. 333-70969) relating to the
registration for resale of 1,150,000 shares (the "Shares") of the Company's
Common Stock, par value $0.01 per share (the "Common Stock"), held by the
selling stockholders listed in the Registration Statement (as defined
below).
This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-3 (File No. 333-70969), as filed with the
Securities and Exchange Commission (the "Commission") under the Act on
January 21, 1999, Amendment No. 1 thereto, as filed with the Commission on
February 11, 1999 and Amendment No. 2 thereto, as filed with the Commission
on March 3, 1999 (such Registration Statement, as so amended, being
hereinafter referred to as the "Registration Statement"); (ii) the Amended
and Restated Articles of Amendment and Amended and Restated Bylaws of the
Company, as presently in effect; (iii) a specimen certificate representing
the Common Stock; (iv) certain resolutions of the Board of Directors of the
Company relating to the issuance of the Shares and related matters; and (v)
the Subscription Agreement (the "Subscription Agreement"), effective as of
April 23, 1997, entered into by the Company and DEL-LPL Limited
Partnership, DEL-LPAML Limited Partnership, DSA-LSPL, Inc., DSA-LSAM, Inc,
DEL/LaSalle Finance Company, L.L.C., Galbreath-LPL Holdings, LLC and
Galbreath Holdings, LLC. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of
the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and
others, and such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be
executed by parties other than the Company, we have assumed that such
parties had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and due
execution and delivery by such parties of such documents and the validity
and binding effect thereof. As to any facts material to the opinions
expressed herein which we have not independently established or verified,
we have relied upon statements and representations of officers and other
representatives of the Company and others.
Members of our firm are admitted to the practice of law in the State
of Illinois, and we do not express any opinion as to the laws of any other
jurisdiction. With respect to matters of Maryland law, we are relying with
your consent solely on the opinion of Piper & Marbury L.L.P., Baltimore,
Maryland, a copy of which has been delivered to you.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and validly issued and are fully paid
and nonassessable.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the heading "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)
EXHIBIT 5.2
-----------
[Letterhead of Piper & Marbury]
March 3, 1999
LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, Illinois 60601
Ladies and Gentlemen:
We have acted as special Maryland counsel to LaSalle Partners
Incorporated, a Maryland corporation (the "Company"), in connection with
the preparation of a Registration Statement on Form S-3 (the "Registration
Statement") of the Company filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act") on January 21, 1999, as amended, relating to the
registration of 1,150,000 shares of Common Stock, par value $.01 per share
(the "Shares"), of the Company. This opinion is being provided at your
request in connection with the filing of the Registration Statement.
In rendering the opinion expressed herein, we have examined the
Articles of Amendment and Restatement of the Company and the Amended and
Restated Bylaws of the Company, in effect on the date hereof, a good
standing certificate of the Company dated a recent date issued by the
Maryland State Department of Assessments and Taxation, the Registration
Statement, a Certificate of Secretary (the "Certificate") of the Company
dated the date hereof, resolutions of the Board of Directors of the Company
relating to the authorization of the Shares and the Registration Statement,
and such other documents as we have considered necessary to the rendering
of the opinions expressed below.
In our examination of the aforesaid documents, we have assumed,
without independent investigation, the genuineness of all signatures, the
legal capacity of all individuals who have executed any of the aforesaid
documents, the authenticity of all documents submitted to us as originals,
the conformity with originals of all documents submitted to us as copies
(and the authenticity of the originals of such copies), and the accuracy
and completeness of all public records reviewed by us. In making our
examination of documents executed by parties other than the Company, we
have assumed that such parties had the power, corporate or other, to enter
into and perform all obligations thereunder, and we have also assumed the
due authorization by all requisite action, corporate or other, and the
valid execution and delivery by such parties of such documents and the
validity, binding effect and enforceability thereof with respect to such
parties. As to any facts material to this opinion which we did not
independently establish or verify, we have relied solely upon the
Certificate. We have also assumed, without independent investigation, that
the Shares were issued in accordance with the terms of the resolutions
authorizing their issuance.
Based upon the foregoing, having regard for such legal considerations
as we deem relevant, and limited in all respects to applicable Maryland
law, we are of the opinion and advise you that:
1. The Company has been duly incorporated and is validly
existing as a corporation under the laws of the State
of Maryland.
2. The Shares have been duly authorized by all necessary
corporate action on the part of the Company, and are validly
issued, fully paid and nonassessable.
In addition to the qualifications set forth above, this opinion
is subject to the qualification that we express no opinion as to the laws
of any jurisdiction other than the State of Maryland. This opinion
concerns only the effect of the laws (exclusive of the securities or "blue
sky" laws and the principles of conflict of laws) of the State of Maryland
as currently in effect. We assume no obligation to supplement this opinion
if any applicable laws change after the date hereof or if any facts or
circumstances come to our attention after the date hereof that might change
this opinion. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our firm in
the Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
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 related financial statement schedule incorporated herein by
reference and to the reference to our firm under the heading "Experts" in
the Registration Statement on Form S-3.
/s/ KPMG LLP
Chicago, Illinois
March 2, 1999
CONSENT OF KPMG LLP
The Board of Directors
LaSalle Partners Incorporated:
We consent to the use of our report dated September 14, 1998, except for
note 8 which is as of October 1, 1998 with respect to the combined
statements of operations and cash flows of the Compass Companies for the
period from January 1, 1997 to June 10, 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 on Form S-3.
/s/ KPMG LLP
Atlanta, Georgia
March 2, 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. 333-70969) 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
London, United Kingdom
2 March, 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. 333-70969) 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
Deloitte & Touche
Dublin
Ireland
2 March 1999
EXHIBIT 23.4
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 2 to the Registration Statement (Form S-3 No. 333-70969) 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
MARCH 2, 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 2 March, 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 recognized 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 Proxy Statement
on Schedule 14A of LaSalle Partners Incorporated , filed 9 February 1999,
and to the reference to our firm under the heading "Experts" in the
prospectus. 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
2 March, 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 2 March 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 Proxy Statement on Schedule 14A
of LaSalle Partners Incorporated , filed 9 February 1999, and to the
reference to our Firm under the heading "Experts" in the Prospectus.
Yours truly
/S/ COOPERS & LYBRAND
Certified Public Accountants
Singapore, 2 March 1999
EXHIBIT 23.7
------------
2 March 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" and
"Exhibits and Financial Schedules" in the revised Form S-3 Registration
Statement with respect to the combined financial statements of the Jones
Lang Wootton Australasia Group.
/s/ Ernst & Young
ERNST & YOUNG
Sidney New South Wales, Australia
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, Amendment No.
2, 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 the 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
March 2, 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 on Form S-3.
/s/ KPMG LLP
Sydney New South Wales, Australia
March 2, 1999
