AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1999
REGISTRATION NO. 333-70969
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JONES LANG LASALLE INCORPORATED
(Exact name of registrant as specified in its charter)
MARYLAND 36-4150422
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
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200 East Randolph Drive
Chicago, Illinois 60601
(312) 782-5800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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WILLIAM E. SULLIVAN
EXECUTIVE VICE PRESIDENT
JONES LANG LASALLE INCORPORATED
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 782-5800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPIES TO:
ROBERT K. HAGAN
FRITZ E. FREIDINGER RODD M. SCHREIBER, ESQ.
Hagan & Associates Skadden, Arps, Slate, Meagher &
200 East Randolph Drive, Flom (Illinois)
Suite 4322 333 W. Wacker Drive, Suite 2100
Chicago, Illinois 60601 Chicago, Illinois 60606
(312) 228-2050 (312) 407-0700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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: ( )
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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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PROSPECTUS Issued March 25, 1999
1,150,000 SHARES
JONES LANG LASALLE INCORPORATED
COMMON STOCK
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The stockholders of Jones Lang LaSalle Incorporated listed in this
prospectus under the caption "Selling Stockholders" may offer to sell up to
1,150,000 shares of our common stock under this prospectus. We 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 "JLL." On March 24, 1999, the closing price of the common
stock was $29.75 per share.
INVESTING IN THE COMMON STOCK INVOLVES RISKS WHICH ARE DESCRIBED IN
THE "RISK FACTORS" SECTION BEGINNING ON PAGE 5 OF THIS PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this prospectus is March 25, 1999
TABLE OF CONTENTS
Page
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Cautionary Statement Concerning Forward-looking Statements . . . . . 14
Where You Can Find More Information . . . . . . . . . . . . . . . . . 14
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . 20
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 22
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SUMMARY
THE COMPANY
GENERAL
Jones Lang LaSalle 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 operate across 96 markets in 34
countries on five continents.
We changed our name from "LaSalle Partners Incorporated" to "Jones
Lang LaSalle Incorporated" as part of our acquisition of 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," which
was completed on March 11, 1999. Throughout this prospectus, when we use
the terms "us," "we," "our," and similar terms, we are referring to Jones
Lang LaSalle Incorporated, unless we are referring to the period prior to
March 11, 1999, in which case we are referring to Jones Lang LaSalle
Incorporated prior to the closing of the Jones Lang Wootton acquisition.
Our holding company headquarters are located at 200 East Randolph
Drive, Chicago, Illinois 60601. Our telephone number is (312) 782-5800.
JLW COMPANIES ACQUISITION
GENERAL.
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.
In the aggregate, we issued 14,254,116 shares of common stock, which
amount is subject to a post-closing net worth adjustment, and paid
approximately $6.2 million in cash, for the JLW companies. As part of the
acquisition, we also amended our stock award and incentive plan to increase
the number of shares issuable pursuant to such plan from 2,215,000 to
4,160,000. Of the 14,254,116 shares of common stock that we issued,
12,481,792 shares, subject to a post-closing net worth adjustment, were
delivered to former JLW shareholders. The other 1,772,324 shares of common
stock were issued to an irrevocable trust, principally for issuance to key
employees of the JLW companies.
For a more complete discussion of the acquisition and more detailed
information regarding the JLW companies, please see our Proxy Statement on
Schedule 14A, which was filed on February 8, 1999 with the Securities and
Exchange Commission and our Form 8-K which was filed with the Commission on
March 24, 1999, each of which is incorporated herein by reference.
STOCKHOLDER AGREEMENTS; DEL STOCKHOLDER AGREEMENTS. In connection
with the acquisition, each former JLW shareholder entered into a separate
Stockholder Agreement with us. In addition, in the cases where a former
JLW shareholder was not a natural person, the employee of the JLW companies
who owned or held an interest in such former JLW shareholder entered into
a Stockholder Agreement along with that former JLW shareholder. The
Stockholder Agreements will terminate on the earlier of (1) the first
business day immediately following our fifth annual meeting following March
11, 1999, and (2) June 1, 2003. Each Stockholder Agreement contains
standstill covenants, covenants restricting activities affecting our
management and corporate control, sale and transfer restrictions, and
voting agreements relating to the election of directors and other matters.
Each of our and our subsidiaries' directors, officers and employees (a
"LaSalle Partners Employee Stockholder") who is a former partner of DEL-LPL
Limited Partnership and DEL-LPAML Limited Partnership entered into an
agreement (a "DEL Stockholder Agreement"), that contains provisions similar
to those contained in the Stockholder Agreements. These partnerships were
composed of our senior employees and 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 our 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. As of the closing
of the acquisition, approximately 69% of our outstanding common stock was
held by persons who are subject to these agreements.
OPERATING CHARGES. 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 us to report operating
losses for these periods. For a more complete discussion of the accounting
treatment of the acquisition, please see our Proxy Statement on Schedule
14A filed with the Commission on February 8, 1999, and our Form 10-K for
the year ended December 31, 1999, each of which is incorporated herein by
reference.
COMPASS ACQUISITION
In October 1998, we acquired Compass Management and Leasing, Inc. and
related affiliates which together 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.
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 prior to the acquisition
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 key employees;
o the difficulty associated with assimilating our broad and
geographically dispersed personnel and operations;
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 or 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. As a
result of the acquisition, former owners and key employees of the JLW
companies will receive market-based compensation packages similar to those
of our other employees. While most of the former owners and employees of
the JLW companies have significant equity interests in our company, their
actual compensation is in certain circumstances lower. Furthermore,
although the vesting and forfeiture provisions of a portion of the shares
issued to the former JLW shareholders and the shares placed in an
irrevocable trust are intended in part to incent such former JLW
shareholders and other key employees of the JLW companies to remain with
us, there can be no assurance that they will be effective.
OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION ARE SUBJECT TO
RISKS RESULTING FROM INCREASED INTERNATIONAL OPERATIONS. As a result of
the acquisition of the JLW companies, we are now subject to significantly
greater international exposure than we were prior to the acquisition.
After giving pro forma effect to the acquisition of the JLW companies and
the Compass businesses, we would have derived approximately 53.7% and 54.1%
of our total revenue from sales outside the United States in the fiscal
year ended December 31, 1998 and 1997. The increased scope of
international operations may lead to more volatile financial results than
you could predict based upon our historical results. 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. This may make it more
difficult for us to manage our business. Reasons for this include 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
o 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 ARE SUBJECT TO
PARTICULAR RISKS IN CERTAIN REGIONS OF THE WORLD. 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 46.3% of our revenue in the United States, 37.3% in Europe, 7.8%
in Australasia and 8.6% in Asia for the year ended December 31, 1998
compared to 45.0% in the United States, 33.1% in Europe, 12.0% in Asia and
9.0% 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 our business,
operating results and financial condition.
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, our economic performance in Australia and New Zealand is
significantly dependent on international trading conditions, particularly
in primary industries and commodities. Weakness and/or volatility in these
areas can sharply impact the condition of the real estate markets and
thereby, result in a material adverse effect on our business, operating
results and financial condition.
EXPOSURE TO CURRENCY LOSSES FROM CURRENCY FLUCTUATIONS COULD RESULT
FROM THE TRANSACTIONS. Due to the constantly changing currency exposures
to which we are subject, 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 was primarily denominated in US Dollars. The JLW companies
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
experienced significant fluctuations in revenues and earnings because of
corresponding fluctuations in foreign currency exchange rates. With the
integration of our operations with those of the JLW companies, our exposure
to currency rate fluctuations is significantly increased. For the year
ended December 31, 1998, on a pro forma basis excluding compensation
expense relating to the accounting treatment applied to some of the shares
issued in connection with the acquisition of the JLW companies, 68% of our
net earnings would have been denominated in US Dollars and 32% 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 performed 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, our
management will evaluate its on-going capital requirements on a global
basis. Our management 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 our 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 us to currency losses, which could have an adverse
effect on our business, financial condition and results of operations.
There can be no assurance that such hedging will be effective.
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 post-closing purchase price adjustment does not change the
consideration paid. 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 our common stock.
We anticipate that this compensation expense, $210.3 million of which
represents a non-cash charge, will cause us to report operating losses for
the years ended December 31, 1999 and 2000.
THE STOCKHOLDER AGREEMENTS, THE DEL STOCKHOLDER AGREEMENTS, OUR
CHARTER AND AMENDED BYLAWS, 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 our charter and amended bylaws include provisions that may discourage,
delay, defer or prevent a takeover attempt that may be in the best interest
of our stockholders and may adversely affect the market price of our common
stock. The Stockholder Agreements and the DEL Stockholder Agreements
require (1) each former JLW shareholder, (2) in the cases where a former
JLW shareholder is not a natural person, each employee of the JLW companies
who owns or holds an interest in such former JLW shareholder (such
employee, a "Related JLW Owner"), and (3) each LaSalle Partners Employee
Stockholder, to vote all shares of our common stock owned or controlled by
such stockholder:
o for persons nominated by our board of directors pursuant to the
amended bylaws; and
o in accordance with the recommendations of a majority of our board
of directors on all matters (1) submitted to the vote of our
stockholders which have been proposed by any stockholder as to
which our board of directors has recommended against approving
and (2) relating to any merger, sale of all or substantially all
of our assets, or any similar transactions as to which our 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 our
issued and outstanding common stock continue to be bound by these
agreements, our board of directors will be composed of individuals
nominated in accordance with the procedures set forth in the amended
bylaws, and you and our other stockholders will have a limited influence on
the outcome of votes of our stockholders on the matters covered by such
agreements. The former JLW shareholders, the Related JLW Owners and the
LaSalle Partners Employee Stockholders currently hold approximately 69% of
our issued and outstanding shares of common stock. The Stockholder
Agreements and the DEL Stockholder Agreements also restrict the former JLW
Shareholders, the Related JLW Owners and the LaSalle Partners Employee
Stockholders from rendering shares into a tender offer recommended against
by our board of directors.
In addition, pursuant to our charter, we have a classified board of
directors, under which directors are 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 our 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 our company. In addition, our charter and amended
bylaws provide for:
o the ability of our 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 our stockholders nominating
candidates for election to our 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 real
estate markets 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 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 acquisition of the JLW companies and 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. 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.
Certain countries in which we now 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 than has
historically been the case. 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
their acquisition. 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 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,
1998 in Item 1, "Business," Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
elsewhere;
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;
o our Current Reports on Form 8-K, dated October 1, 1998, February
22, 1999 and March 24, 1999; 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,
1998
o Current Reports on Form 8-K, dated October 1, 1998, February
22, 1999 and March 24, 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:
Jones Lang LaSalle 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
Jones Lang LaSalle 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 operate across 96 markets in 34
countries on five continents.
We changed our name from "LaSalle Partners Incorporated" to "Jones
Lang LaSalle Incorporated" as part of our acquisition of the JLW companies
on March 11, 1999.
JLW COMPANIES ACQUISITION
GENERAL. 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.
In the aggregate, we issued 14,254,116 shares of common stock, which
amount is subject to a post-closing net worth adjustment, and paid
approximately $6.2 million in cash, for the JLW companies. As part of our
acquisition of the JLW companies we also amended our stock award and
incentive plan to increase the number of shares issuable pursuant to such
plan from 2,215,000 to 4,160,000.
Of the 14,254,116 shares of common stock that we issued for the JLW
companies, we delivered, or caused to be delivered:
o 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 former JLW shareholders, 325
of which were partners or employees of the JLW companies; and
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 us.
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 $36.3 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.
Of the shares of common stock issued to each former JLW shareholder:
o a portion is being held by an escrow agent and will either
be returned to us or issued to such former JLW shareholder
following the determination of the net worth of the JLW
companies as of the closing of the acquisition;
o a portion is being held by the same escrow agent to support
the indemnification obligations of such former JLW
shareholder under an indemnity and escrow agreement entered
into by all former JLW shareholders; and
o another portion is being held by a separate escrow agent and
is subject to forfeiture by such former JLW shareholder if
such shareholder leaves our employ under limited
circumstances.
The remaining portion of the shares issuable to a former JLW shareholder
were issued to such former JLW shareholder at closing.
915,542 of the shares deposited in the irrevocable trust were
allocated at the closing of the acquisition, 246,415 will be allocated on
December 31, 1999 and 610,367 shares will be allocated on December 31,
2000, principally to our employees on such dates. A portion of these
shares will be subject to vesting conditions.
STOCKHOLDER AGREEMENTS; DEL STOCKHOLDER AGREEMENTS. As a part of the
acquisition of the JLW companies, each former JLW shareholder and Related
JLW Owner has entered into a separate Stockholder Agreement with us.
Unless otherwise agreed, the term of such Stockholder Agreements commenced
upon the closing on March 11, 1999, and will terminate on the earlier of
(1) the first business day immediately following our fifth annual meeting
of stockholders following March 11, 1999, and (2) June 1, 2003.
The Stockholder Agreements are intended to provide, among other
things, appropriate representation on our board of directors for our
stockholders and the former 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
former JLW shareholder and Related JLW Owner has:
o agreed to standstill covenants and covenants restricting
activities affecting our management and corporate control;
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;
o agreed to vote all shares of our common stock owned by such
former JLW shareholder and Related JLW Owner in favor of
persons nominated by our board of directors and in
accordance with the recommendation of our board of directors
on stockholder proposals and matters involving a sale or
merger of our company which such board has recommended
against approving; and
o agreed not to tender their shares into a tender offer
recommended against by our board of directors.
Each LaSalle Partners Employee Stockholder who is a former partner of
DEL-LPL Limited Partnership and DEL-LPAML Limited Partnership, two former
employee partnerships, 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, including a restriction on
tendering shares into a tender offer recommended against by our board of
directors. 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 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 our common stock entitled to vote, all director nominees of our 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. Approximately 69% of our
outstanding common stock is currently owned by our employees or related
parties who are subject to the Stockholder Agreements and the DEL
Stockholder Agreements. Approximately 47% of our issued and outstanding
shares of common stock are owned by the former JLW shareholders and
approximately 22% of our issued and outstanding shares are owned by the
LaSalle Partners Employee Stockholders.
ANTICIPATED ACCOUNTING TREATMENT. The issuance of shares of common
stock and cash payments to the former 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 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.
OPERATING CHARGES. 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 post-closing purchase price adjustment does not
result in a change in the purchase price. 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 us to report operating
losses for these periods.
COMPASS ACQUISITION
In October 1998, we acquired Compass Management and Leasing, Inc. and
related affiliates, which together 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 Jones Lang LaSalle Management Services,
Inc., our operating subsidiary that conducts our property management and
leasing, facilities management and development management businesses.
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.
SELLING STOCKHOLDERS
The selling stockholders own the number of shares set forth in the
following table. As of the closing of the acquisition of the JLW companies
on March 11, 1999, we had 30,518,292 shares issued and outstanding. 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 our company from April
23, 1997 through October 22, 1998 and continues to serve as an officer.
The information contained in the following chart has been provided by the
selling stockholders.
NUMBER OF
SHARES PERCENT OF SHARES
NAME OF SELLING BENEFICIALLY OUTSTANDING REGISTERED
STOCKHOLDER OWNED SHARES HEREBY
--------------- ------------ ----------- ----------
Lizanne Galbreath (1)(2) 1,187,278 3.9% 200,000
Galbreath Holdings, LLC (1) 475,000 1.6% 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 1.0% 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 * 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 * 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 serves as the Chairman of
Jones Lang LaSalle Management Services, Inc. Ms.Galbreath served as a
director of our company 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 us, 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, among other things, 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, as well as for
the registration of shares issued to the employee partnerships and Dai-Ichi
prior to our initial public offering. We have filed the Registration
Statement covering resales of the common stock issued to Galbreath Holdings
pursuant to a request in accordance with 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.
Dai-ichi has two similar rights to demand registration of their shares
pursuant to the Registration Rights Agreement.
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, parties to the Registration Rights Agreement will have the right
to request us to include in such offering the common stock held by them.
There are certain circumstances under which we have the right to exclude or
limit the common stock held by parties to the Registration Rights Agreement
from participating in such offering.
The Registration Rights Agreement also provides that, prior to the
transfer of any common stock by the selling stockholders or other party to
the agreement, 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, 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 Jones Lang LaSalle
Incorporated (formerly LaSalle Partners Incorporated) as of December 31,
1998 and 1997, and for each of the years in the three-year period ended
December 31, 1998 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, 1998 and 1997, and for
each of the years in the three-year period ended December 31, 1998
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, 1998 and 1997, and for each of the years in the three-year period ended
December 31, 1998 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, 1998 and 1997, and for each of the years in the three-year
period ended December 31, 1998 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, 1998 and 1997, and for each of the years in the three-
year period ended December 31, 1998 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, 1998 and 1997,
and for each of the years in the three-year period ended December 31, 1998
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 . . . . . $9,941
Costs of printing and engraving . . . . . . . . . . . . 5,000
Legal fees and expenses . . . . . . . . . . . . . . . . 25,000
Accounting fees and expenses . . . . . . . . . . . . . 50,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 1,059
-------
Total . . . . . . . . . . . . . . . . . . . . . . $91,000
=======
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)).
2.10 Letter Agreement, dated as of February 28, 1999, by and
among LaSalle Partners, the Sellers' Representatives and the
Shareholders' Representatives (incorporated by reference to
Exhibit 2.10 to the Current Report of the Company, dated
March 11, 1999 (filed March 24, 1999)).
2.11 Letter Agreement, dated as of March 1, 1999, by and among
LaSalle Partners, the Sellers' Representatives and the
Shareholders' Representatives (incorporated by reference to
Exhibit 2.11 to the Current Report of the Company, dated
March 11, 1999 (filed March 24, 1999)).
2.12 Trust Agreement, dated as of March 9, 1999, by and among
LaSalle Partners Incorporated, Harris Trust and Savings Bank
and Persons Named as Shareholder Representatives on the
Signature Pages Thereto (incorporated by reference to
Exhibit 2.12 to the Current Report of the Company, dated
March 11, 1999 (filed March 24, 1999)).
4.1 Articles of Amendment and Restatement of the Company
(incorporated by reference to Exhibit 4.1 to the Current
Report of the Company, dated March 11, 1999 (filed March 24,
1999)).
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 4.2 to the Current Report of the
Company, dated March 11, 1999 (filed March 24, 1999)).
4.3 Form of certificate representing shares of Common Stock
(incorporated by reference to Exhibit 4.3 to the Current
Report of the Company, dated March 11, 1999 (filed March 24,
1999)).
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
Jones Lang LaSalle 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).*
23.11 Consent of Piper & Marbury L.L.P.*
24.1 Power of Attorney.*
---------------
* Previously Filed.
(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 25th day of March, 1999.
JONES LANG LASALLE 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 25th day of March, 1999.
SIGNATURE TITLE
--------- -----
* Chairman of the Board of Directors,
--------------------------- Chief Executive Officer and Director
Stuart L. Scott (Principal Executive Officer)
/s/ Christopher A. Peacock President, Deputy Chief Executive Officer,
--------------------------- Chief Operating Officer and Director
Christopher A. Peacock
* Chief Executive Officer of the Americas and
--------------------------- Director
Robert C. Spoerri
/s/ William E. Sullivan Executive Vice President, Chief Financial
--------------------------- Officer and Secretary (Principal Financial
William E. Sullivan Officer and Principal Accounting Officer)
* Co-Chief Executive Officer of LaSalle
--------------------------- Investment Management and Director
Daniel W. Cummings
* Chief Executive Officer of Global Services
--------------------------- Management and Director
M. G. Rose
* 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)).
2.10 Letter Agreement, dated as of February 28, 1999, by and among
LaSalle Partners, the Sellers Representatives and the
Shareholders' Representatives (incorporated by reference to
Exhibit 2.10 to the Current Report of the Company, dated March
11, 1999 filed March 24, 1999)).
2.11 Letter Agreement, dated as of March 1, 1999, by and among LaSalle
Partners, the Sellers' Representatives and the Shareholders'
Representatives (incorporated by reference to Exhibit 2.11 to the
Current Report of the Company, dated March 11, 1999 (filed March
24, 1999)).
2.12 Trust Agreement, dated as of March 9, 1999, by and among LaSalle
Partners Incorporated, Harris Trust and Savings Bank and the
Persons Named as Shareholder Representatives on the Signature
Pages Thereto (incorporated by reference to Exhibit 2.12 to he
Current Report of the Company, dated March 11, 1999 (filed March
24, 1999)).
4.1 Articles of Amendment and Restatement of the Company
(incorporated by reference to Exhibit 4.1 to the Current Report
of the Company, dated March 11, 1999 (filed March 24, 1999)).
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 4.2 to the Current Report of the Company,
dated March 11, 1999 (filed March 24, 1999)).
4.3 Form of certificate representing shares of Common Stock
(incorporated by reference to Exhibit 4.3 to the Current Report
of the Company, dated March 11, 1999 (filed March 24, 1999)).
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 Jones
Lang LaSalle 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).*
23.11 Consent of Piper & Marbury L.L.P.*
24.1 Power of Attorney.*
--------------
* Previously Filed.
EXHIBIT 23.1
CONSENT OF KPMG LLP
The Board of Directors
Jones Lang LaSalle Incorporated:
We consent to the use of our reports dated February 15, 1999 with respect
to the financial statements of Jones Lang LaSalle Incorporated (formerly
LaSalle Partners Incorporated) as of December 31, 1998 and 1997 and for the
three-year period ended December 31, 1998 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 23, 1999
CONSENT OF KPMG LLP
The Board of Directors
Jones Lang LaSalle 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 23, 1999
EXHIBIT 23.2
The Board of Directors
Jones Lang LaSalle 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 Jones Lang LaSalle Incorporated (formerly
LaSalle Partners Incorporated) of our report dated 23 March 1999 with
respect to the consolidated financial statements of Jones Lang Wootton (the
English Partnership and subsidiaries) as of 31 December 1998 and 1997 and
for each of the three year period ended 31 December 1998, which report
appears in the Current Report on Form 8-K of Jones Lang LaSalle
Incorporated dated 11 March 1999, 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
23 March, 1999
EXHIBIT 23.3
The Board of Directors
Jones Lang LaSalle 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 Jones Lang LaSalle Incorporated (formerly
LaSalle Partners Incorporated) of our report dated 5 March 1999 with
respect to the combined financial statements of Jones Lang Wootton - Irish
Practice as of 31 December 1998, 1997 and 1996 and for each of the years in
the four year period ended 31 December 1998, which report appears in the
Current Report on Form 8-K of Jones Lang LaSalle Incorporated (formerly
LaSalle Partners Incorporated) dated 23 March 1999, 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
24 March 1999
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 3 to the Registration Statement (Form S-3 No. 333-70969) and
related Prospectus of Jones Lang LaSalle (formerly 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 February
26, 1999 with respect to the consolidated financial statements of Jones
Lang Wootton - Scotland included in the Current Report on Form 8-K of Jones
Lang LaSalle (formerly LaSalle Partners Incorporated) dated March 11, 1999
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG
GLASGOW, SCOTLAND
MARCH 23, 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 11 March 1999 (and filed on 24 March 1999) of Jones Lang
LaSalle Incorporated (formerly LaSalle Partners Incorporated) of our report
dated 19 February 1999 with respect to the Group balance sheets of JLW Asia
Holdings Limited and subsidiaries ("the Group") as of 31 December 1998 and
1997, 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 1998, which report appears in the Current Report on Form 8-K of
Jones Lang LaSalle Incorporated dated 11 March 1999 (and filed on 24 March
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
24 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 1997 and 31 December 1998
Independent Auditors' Report
We consent to the incorporation by reference in the Registration Statement
on Form S-3 dated 11 March 1999 (and filed on 24 March 1999) of Jones Lang
LaSalle Incorporated (formerly LaSalle Partners Incorporated) of our report
dated 28 January 1999 with respect to consolidated financial statements of
JLW Property Consultants Pte Ltd and its subsidiary companies as of 31
December 1998 and 31 December 1997 and the related profit and loss accounts
and cash flow statement for each of the three-year period ended 31 December
1998 which report appears in the Current Report on Form 8-K of Jones Lang
LaSalle Incorporated dated 11 March 1999 (and filed 24 March 1999), and to
the reference to our Firm under the heading "Experts" in the Prospectus.
Yours truly
/S/ COOPERS & LYBRAND
Certified Public Accountants
Singapore, 24 March 1999
EXHIBIT 23.7
22 March 1999
The Board of Directors
Jones Lang LaSalle 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
Sydney, 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.
3, of LaSalle Partners Incorporated and subsidiaries of our reports dated
September 4, 1998 and September 17, 1998 relating to the consolidated
financial statements of The Compass Companies for the years ended December
31, 1996 and 1995 and 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 23, 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 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 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
Sydney New South Wales, Australia
March 23, 1999
