As filed with the Securities and Exchange Commission on November 27, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------------
JONES LANG LASALLE INCORPORATED
(Exact name of registrant as specified in its charter)
------------------------
MARYLAND
(State of incorporation)
36-4150422
(I.R.S. employer identification number)
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(Address of principal executive offices) (Zip code)
JONES LANG LASALLE INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
JONES LANG LASALLE INCORPORATED 1997 STOCK AWARD AND INCENTIVE PLAN
(FULL TITLE OF THE PLANS)
WILLIAM E. SULLIVAN
EXECUTIVE VICE PRESIDENT
JONES LANG LASALLE INCORPORATED
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 782-5800
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO:
ROBERT K. HAGAN RODD M. SCHREIBER, ESQ.
FRITZ E. FREIDINGER SKADDEN, ARPS, SLATE, MEAGHER & FLOM
HAGAN & ASSOCIATES (ILLINOIS)
200 EAST RANDOLPH DRIVE, SUITE 4322 333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601 CHICAGO, ILLINOIS 60606
(312) 228-2050 (312) 407-0700
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) per Share(2)(3) Price(3) Fee(4)
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
common stock, 2,695,000 $12.75 $34,361,250 $9,072
par value $.01 per share
=====================================================================================================
</TABLE>
(1) Consists of 750,000 shares of the registrant's common stock, par value
$.01 per share ("Common Stock"), under the Jones Lang LaSalle
Incorporated Employee Stock Purchase Plan and 1,945,000 shares of
Common Stock under the Jones Lang LaSalle Incorporated 1997 Stock Award
and Incentive Plan, subject in each case to adjustment pursuant to the
applicable plan upon the occurrence of certain events. In accordance
with Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers such
indeterminate number of shares of Common Stock as may be issuable as a
result of such adjustments.
(2) Pursuant to Rule 457(h) and (c) under the Securities Act, the maximum
offering price per share equals the average of the high and low sale
prices for a share of Common Stock on the New York Stock Exchange on
November 20, 2000.
(3) Computed in accordance with Rule 457 under the Securities Act solely for
the purpose of determining the registration fee.
(4) Determined pursuant to Section 6(b) of the Securities Act as follows:
0.0264% of $34,361,250, the proposed maximum aggregate offering price
(as computed in accordance with Rule 457 under the Securities Act
solely for the purpose of determining the registration fee) of the
securities registered hereby.
==============================================================================
REGISTRATION OF ADDITIONAL SECURITIES
On October 21, 1998, the board of directors of Jones Lang LaSalle
Incorporated, a Maryland corporation (the "Company"), voted to increase the
number of shares of the Company's common stock, par value $.01 per share
("Common Stock"), reserved for issuance under the Company's 1997 Stock
Award and Incentive Plan, as amended (the "Incentive Plan"), from 2,215,000
shares to 4,160,000 shares. Company stockholders approved the increase at a
special meeting on March 10, 1999. On March 1, 2000, the board of directors
of the Company adopted an amendment to the Company's Employee Stock
Purchase Plan, as amended (the "ESPP" and, together with the Incentive
Plan, the "Plans"), increasing the number of shares of Common Stock that
can be sold under the ESPP from 250,000 to 1,000,000. Company stockholders
approved the increase at the annual stockholders' meeting on May 15, 2000.
The Company is filing this registration statement to register the
additional shares of Common Stock that may be issued under the Plans as a
result of the above-described actions by the Company's board of directors
and stockholders. The contents of the Company's registration statement on
Form S-8, File No. 333-42193, are hereby incorporated by reference into
this registration statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following information is provided pursuant to General Instruction
E of Form S-8.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2000, June 30, 2000 and September 30, 2000 and
Current Reports on Form 8-K, dated June 30, 2000 (filed July 24, 2000) and
August 11, 2000 (filed August 11, 2000).
(c) The description of the Common Stock contained in the prospectus
included in the Company's registration statement on Form S-1 (File No.
333-25741), as amended, incorporated by reference in the Company's
registration statement on Form 8-A, dated June 27, 1997, filed with the
Commission pursuant to Section 12(b) of the Exchange Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this registration statement.
ITEM 8. EXHIBITS.
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Charter of Jones Lang LaSalle Incorporated (incorporated by
reference to Exhibit 3.1 to Jones Lang LaSalle Incorporated's
Registration Statement on Form S-4 (File No. 333-48074-01)).
4.2 Second Amended and Restated Bylaws of Jones Lang LaSalle
Incorporated (incorporated by reference to Exhibit 4.2 to Jones
Lang LaSalle Incorporated's Current Report on Form 8-K
dated March 11, 1999 (filed March 24, 1999)).
4.3 Form of certificate representing shares of Jones Lang LaSalle
Incorporated common stock (incorporated by reference to
Exhibit 4.3 to Jones Lang LaSalle Incorporated's Current
Report on Form 8-K dated March 11, 1999 (filed March 24,
1999)).
4.4 Indenture, dated July 26, 2000, among Jones Lang LaSalle
Finance B.V., Jones Lang LaSalle Incorporated, as parent
Guarantor, Jones Lang LaSalle Americas, Inc., LaSalle
Investment Management, Inc., Jones Lang LaSalle
International, Inc., Jones Lang LaSalle Co-Investment, Inc.,
LaSalle Hotel Advisors, Inc. and Jones Lang LaSalle Limited,
as Guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.1 to Jones Lang
LaSalle Incorporated's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000).
4.5 Form of Note (included in Exhibit 4.2).
4.6 Registration Rights Agreement, dated July 19, 2000, among
Jones Lang LaSalle Finance B.V., Jones Lang LaSalle
Incorporated, Jones Lang LaSalle Americas, Inc., LaSalle
Investment Management, Inc., Jones Lang LaSalle
International, Inc., Jones Lang LaSalle Co-Investment, Inc.,
LaSalle Hotel Advisors, Inc., Jones Lang LaSalle Limited,
Morgan Stanley & Co. International Limited, Bank of America
International Limited, BMO Nesbitt Burns Corp., and Chase
Manhattan International Limited (incorporated by reference to
Exhibit 4.1 to Jones Lang LaSalle Incorporated's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
2000).
5 Opinion of Hagan & Associates.
23.1 Consent of KPMG LLP.
23.2 Consent of Hagan & Associates (included in Exhibit 5).
24 Power of Attorney (included on the signature page hereto).
99.1 1997 Stock Award and Incentive Plan (incorporated by
reference to Exhibit 99.2 to Jones Lang LaSalle Incorporated's
Registration Statement on Form S-8 (File No. 333-42193)).
99.2 Amendment to Jones Lang LaSalle Incorporated's 1997 Stock
Award and Incentive Plan (incorporated by reference to
Exhibit 10.1 to Jones Lang LaSalle Incorporated's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
1998).
99.3 Second Amendment to the 1997 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.1 to Jones Lang
LaSalle Incorporated's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1999).
99.4 Third Amendment to the 1997 Stock Award and Incentive Plan
(incorporated by reference to Exhibit 10.2 to Jones Lang
LaSalle Incorporated's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1999).
99.5 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 99.1 to Jones Lang LaSalle Incorporated's Registration
Statement on Form S-8 (File No. 333-42193)).
99.6 First Amendment to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.2 to Jones Lang
LaSalle Incorporated's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1998).
99.7 Second Amendment to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.3 to Jones Lang
LaSalle Incorporated's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1998).
99.8 Third Amendment to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.2 to Jones Lang
LaSalle Incorporated's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(2) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the 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 low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement.
(3) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1) and (a)(2) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the 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 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-8 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 November 27, 2000.
JONES LANG LASALLE INCORPORATED
By: /s/ Stuart L. Scott
------------------------------------
Name: Stuart L. Scott
Title: Chairman of the Board
and 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 27th day of November, 2000.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stuart L. Scott, Christopher A.
Peacock, William E. Sullivan, Peter C. Roberts, Nicholas J. Willmott,
Robert K. Hagan and Fritz E. Freidinger his true and lawful attorney-
in-fact and agent with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign
any and all amendments to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
SIGNATURE TITLE
--------- -----
/s/ Stuart L. Scott Chairman of the Board and
--------------------------------- Chief Executive Officer and Director
Stuart L. Scott (Principal Executive Officer)
/s/ Christopher A. Peacock President, Deputy Chief Executive
--------------------------------- Officer, Chief Operating Officer
Christopher A. Peacock and Director
/s/ William E. Sullivan Executive Vice President, Chief
--------------------------------- Financial Officer and Secretary
William E. Sullivan (Principal Financial Officer)
/s/ Nicholas J. Willmott Senior Vice President and
--------------------------------- Global Controller
Nicholas J. Willmott
/s/ Christopher M.G. Brown Director
---------------------------------
Christopher M.G. Brown
/s/ Henri-Claude de Bettignies Director
---------------------------------
Henri-Claude de Bettignies
/s/ Darryl Hartley-Leonard Director
---------------------------------
Darryl Hartley-Leonard
/s/ Derek A. Higgs Director
---------------------------------
Derek A. Higgs
/s/ David K.P. Li Director
---------------------------------
David K.P. Li
/s/ Clive J. Pickford Director
---------------------------------
Clive J. Pickford
/s/ M. G. Rose Vice Chairman and Director
---------------------------------
M. G. Rose
/s/ Michael J. Smith Vice Chairman and Director
---------------------------------
Michael J. Smith
/s/ Thomas C. Theobald Director
---------------------------------
Thomas C. Theobald
/s/ Lynn C. Thurber Director
---------------------------------
Lynn C. Thurber
/s/ John R. Walter Director
---------------------------------
John R. Walter
/s/ Earl E. Webb Director
---------------------------------
Earl E. Webb
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Charter of Jones Lang LaSalle Incorporated, (incorporated by
reference to Exhibit 3.1 to Jones Lang LaSalle Incorporated's
Registration Statement on Form S-4 (File No. 333-48074-
01)).
4.2 Second Amended and Restated Bylaws of Jones Lang LaSalle
Incorporated (incorporated by reference to Exhibit 4.2 to
Jones Lang LaSalle Incorporated's Current Report on Form
8-K dated March 11, 1999 (filed March 24, 1999)).
4.3 Form of certificate representing shares of Jones Lang LaSalle
Incorporated common stock (incorporated by reference to
Exhibit 4.3 to Jones Lang LaSalle Incorporated's Current
Report on Form 8-K dated March 11, 1999 (filed March 24,
1999)).
4.4 Indenture, dated July 26, 2000, among Jones Lang LaSalle
Finance B.V., Jones Lang LaSalle Incorporated, as parent
Guarantor, Jones Lang LaSalle Americas, Inc., LaSalle
Investment Management, Inc., Jones Lang LaSalle
International, Inc., Jones Lang LaSalle Co-Investment, Inc.,
LaSalle Hotel Advisors, Inc. and Jones Lang LaSalle Limited,
as Guarantors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.1 to Jones Lang
LaSalle Incorporated's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2000).
4.5 Form of Note (included in Exhibit 4.2).
4.6 Registration Rights Agreement, dated July 19, 2000, among
Jones Lang LaSalle Finance B.V., Jones Lang LaSalle
Incorporated, Jones Lang LaSalle Americas, Inc., LaSalle
Investment Management, Inc., Jones Lang LaSalle
International, Inc., Jones Lang LaSalle Co-Investment, Inc.,
LaSalle Hotel Advisors, Inc., Jones Lang LaSalle Limited,
Morgan Stanley & Co. International Limited, Bank of
America International Limited, BMO Nesbitt Burns Corp.,
and Chase Manhattan International Limited (incorporated by
reference to Exhibit 4.1 to Jones Lang LaSalle Incorporated's
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2000).
5 Opinion of Hagan & Associates.
23.1 Consent of KPMG LLP.
23.2 Consent of Hagan & Associates (included in Exhibit 5).
24 Power of Attorney (included on the signature page hereto).
99.1 1997 Stock Award and Incentive Plan (incorporated by
reference to Exhibit 99.2 to Jones Lang LaSalle
Incorporated's Registration Statement on Form S-8 (File No.
333-42193)).
99.2 Amendment to Jones Lang LaSalle Incorporated's 1997 Stock
Award and Incentive Plan (incorporated by reference to
Exhibit 10.1 to Jones Lang LaSalle Incorporated's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
1998).
99.3 Second Amendment to the 1997 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.1 to Jones Lang
LaSalle Incorporated's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1999).
99.4 Third Amendment to the 1997 Stock Award and Incentive
Plan (incorporated by reference to Exhibit 10.2 to Jones Lang
LaSalle Incorporated's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1999).
99.5 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 99.1 to Jones Lang LaSalle Incorporated's
Registration Statement on Form S-8 (File No. 333-42193)).
99.6 First Amendment to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.2 to Jones Lang
LaSalle Incorporated's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1998).
99.7 Second Amendment to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.3 to Jones Lang
LaSalle Incorporated's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1998).
99.8 Third Amendment to the Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.2 to Jones Lang
LaSalle Incorporated's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2000).
