UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 8, 1999
JONES LANG LASALLE INCORPORATED
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(Exact name of registrant as specified in its charter)
Maryland 1-13145 36-4150422
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(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation Identification
or organization) No.)
200 East Randolph Drive, Chicago, IL 60601
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (312) 782-5800
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On July 8, 1999, Jones Lang LaSalle Incorporated issued a press
release announcing that it expects to report adjusted pro forma results for
the 1999 second quarter and full year that will be substantially below
analyst estimates. A copy of the press release is filed as an exhibit to
this Current Report on Form 8-K.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
Certain statements in this filing and elsewhere (such as in reports,
other filings with the Securities and Exchange Commission, press releases,
presentations and communications by the Company or its management and
written and oral statements) may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance, achievements, plans and objectives of the Company to be
materially different from any future results, performance, achievements,
plans and objectives expressed or implied by such forward-looking
statements. Such factors are discussed in (i) the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999, in Item 2.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", Item 3. "Quantitative and Qualitative Disclosures About Market
Risk", and elsewhere, (ii) the Company's 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",
Item 7A. "Quantitative and Qualitative Disclosures About Market Risk", and
elsewhere, and (iii) the Company's Proxy Statement dated February 4, 1999
under the captions "Risk Factors", "The Transactions", "The Purchase
Agreements", "JLW Management's Discussion and Analysis of Financial
Condition and Results of Operations of the JLW Companies", and elsewhere,
and in other reports filed with the Securities and Exchange Commission.
The Company expressly disclaims any obligation or undertaking to update or
revise any forward-looking statements to reflect any changes in events or
circumstances or in the Company's expectations or results.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is included with this Report:
Exhibit 99 Press release dated July 8, 1999 issued by Jones Lang
LaSalle Incorporated.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
JONES LANG LASALLE INCORPORATED
Date: July 14, 1999 By: /s/ WILLIAM E. SULLIVAN
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William E. Sullivan
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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99 Press release dated July 8, 1999 issued by Jones Lang
LaSalle Incorporated.
Exhibit 99
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FOR IMMEDIATE RELEASE Contact: Bill Sullivan
Jones Lang LaSalle
Telephone: 312/228-2685
JONES LANG LASALLE COMMENTS ON Q2 AND 1999 OUTLOOK
Chicago and London, July 8, 1999--Jones Lang LaSalle (NYSE:JLL) said
today that, based on preliminary information from its annual mid-year
business review process, it expects to report adjusted proforma results for
the 1999 second quarter and full year that will be substantially below
analyst estimates.
Said Stuart L. Scott, chairman and chief executive officer of Jones
Lang LaSalle, "Based upon the preliminary results of our mid-year review
process, we expect to report a loss for the second quarter and anticipate
that adjusted proforma earnings for the year will not be below $1.00 per
share. This outlook for 1999 is largely attributable to three overall
factors: the performance of our U.S. management services businesses due
principally, we believe, to the significant distractions caused by our two
major mergers since October of 1998; a likely delay in the sale of a major
European investment portfolio; and the strength of the U.S. dollar against
European currencies."
Added Scott, "Clearly we did not fully anticipate the distraction
that our mergers would have caused the organization as a whole. While we
have built a tremendous platform and are confident that we can return to
double-digit growth in 2000, we are in a transitional year. Nevertheless,
we are concerned with our earnings performance and the causes. With the
completion of our annual mid-year review, we will put in place a number of
initiatives to address these issues."
Noting that employees and management own nearly 70 percent of the
Company's shares, Scott concluded, "We have every incentive and intention
to deliver on the promise of the Jones Lang LaSalle platform."
<PAGE>
JONES LANG LASALLE COMMENTS ON Q2 AND 1999 OUTLOOK-Add One
Chris Peacock, president and chief operating officer, said,
"Notwithstanding this obvious disappointment, the fundamentals of our
business remain sound and the majority of our businesses are performing
well. Jones Lang LaSalle continues to have the ability to provide the
highest level of service to our clients around the world."
The Company will announce its second quarter operating results and
hold its investor conference call on July 30, 1999. At that time, Jones
Lang LaSalle will comment on the second quarter results in detail and the
final results of its annual mid-year business review.
Jones Lang LaSalle (NYSE: JLL) is the world's leading real estate
services and investment management firm, operating across 96 key markets in
34 countries on five continents. The Company provides comprehensive and
wide ranging integrated expertise on a local, regional and global level to
owners, occupiers and investors. It operates through six business segments:
Hotel Services, Investment Management and four geographic regions of Owner
and Occupier Services. The Company's investment management business,
LaSalle Investment Management, is one of the world's largest and most
diverse real estate investment management firms with $20.5 billion ( 12.6
billion) of assets under management. Jones Lang LaSalle is also the
industry leader in real estate management services with a portfolio of more
than 680 million square feet of property under management.
Statements in this press release regarding, among other things, future
financial results and performance, achievements, plans and objectives may
be considered forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements involve known and
unknown risks, uncertainties and other factors which may cause actual
results, performance, achievements, plans and objectives of Jones Lang
LaSalle to be materially different from those expressed or implied by such
forward-looking statements. Factors that could cause actual results to
differ materially include those discussed under "Business," "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Quantitative and Qualitative Disclosures about Market Risk," and elsewhere
in LaSalle Partners' Annual Report on Form 10-K for the years ended
December 31, 1998, under "Risk Factors," "The Transactions," "The Purchase
Agreement," "JLW Management's Discussion and Analysis of Financial
Conditional and Results of Operations of the JLW Companies," and elsewhere
in LaSalle Partners' Proxy Statement dated February 4, 1999, and in other
reports filed with the Securities and Exchange Commission. Statements speak
only as of the date of this release. Jones Lang LaSalle expressly disclaims
any obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect any change in Jones Lang LaSalle's
expectations or results, or any change in events. Statements in this press
release regarding parties other than Jones Lang LaSalle are based upon
representations of such other parties.
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