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SEC Filings

JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997
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shares to be held by the stockholders of the Company (11,600,000 if the
Underwriters exercise in full the over-allotment option) will be deemed to be
"restricted securities," as that term is defined in Rule 144 under the
Securities Act ("Rule 144"), in that such shares were issued in private
transactions not involving a public offering. None of such shares will be
eligible for sale under Rule 144 prior to the first anniversary of the closing
of the Offering. For a summary description of the requirements of Rule 144,
see "Shares Eligible for Future Sale." The Company intends to file a
registration statement on Form S-8 with respect to the shares reserved for
issuance under its 1997 Stock Incentive Plan, including the 725,000 shares of
Common Stock underlying options which the Company expects to award to certain
employees and directors pursuant to such plan upon the closing of the
  The Company and each of the Company's existing stockholders will enter into
lock-up agreements with the Representatives (as herein defined) not to sell or
otherwise dispose of any of their shares of Common Stock for a period of 180
days from the date of this Prospectus without the prior written consent of
Morgan Stanley & Co. Incorporated. Certain stockholders of the Company are
entitled to register their shares under the Securities Act for resale, at the
expense of the Company. See "Shares Eligible for Future Sale--Registration
Rights" and "Underwriters."
  In March 1997, DEL/LaSalle Finance Company, L.L.C. ("DEL/LaSalle"), a
limited liability company, all of the membership interests of which are owned
by DEL-LPL Limited Partnership ("DEL-LPL") and DEL-LPAML Limited Partnership
("DEL-LPAML" and together with DEL-LPL, the "Employee Partnerships"), limited
partnerships which are comprised of approximately 200 of the Company's current
and former employees, purchased the limited partnership interests in the
Predecessor Partnerships owned by a subsidiary of Dresdner Bank AG
("Dresdner"). Dresdner was required to sell the interests in order to comply
with bank regulatory requirements. As consideration for such purchase,
DEL/LaSalle issued to Dresdner a $35.0 million promissory note (the "Dresdner
Note"). The purchase price was determined in May 1996 and was based on the
original purchase price for such interests plus Dresdner's share of expected
undistributed earnings for 1996. All of the 1,826,548 shares of Common Stock
to be received by DEL/LaSalle in connection with the Incorporation
Transactions and 2,831,150 of the shares of Common Stock held by the Employee
Partnerships, representing an aggregate of approximately 29% of the
outstanding Common Stock after giving effect to the Offering, will be pledged
to support DEL/LaSalle's obligations under the Dresdner Note. The principal
amount of the Dresdner Note is due in five installments, with $3.5 million due
on April 15, 2000 and $7.8 million due on each April 15 thereafter, through
2004. The Dresdner Note bears interest at 7.0% per annum, payable on each
April 15 beginning on April 15, 1998. DEL/LaSalle will not have any assets
other than the Common Stock issued in connection with the Incorporation
Transactions. Funds for repayment of the Dresdner Note, including interest
thereon, will be provided by capital contributions from the Employee
Partnerships and through the sale of Common Stock in the public market or in
privately negotiated transactions. DEL/LaSalle has granted the U.S.
Underwriters a 30-day option to purchase up to 600,000 shares of Common Stock
to cover over-allotments in connection with the Offering. In the event that
the Underwriters' over-allotment option is exercised, the proceeds to
DEL/LaSalle will be used to repay a portion of the Dresdner Note. If an event
of default occurs under the Dresdner Note, Dresdner will have the right to
sell any or all of the pledged shares in the public market or in privately
negotiated transactions, subject to compliance with the Securities Act and
applicable law. See "Shares Eligible for Future Sale" and "Underwriters."
  No prediction can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the market
price of the Common Stock.
  Upon completion of this Offering, the Employee Partnerships, directly and
through DEL/LaSalle, will beneficially own approximately 48.0% of the
Company's outstanding shares of Common Stock (approximately 44.3% if the
Underwriters exercise in full the over-allotment option). Accordingly, the
Employee Partnerships will continue to be able to exercise substantial
influence over the business and affairs of the Company, including but not
limited to having sufficient voting power to substantially influence the
election of all of the directors to be elected at any annual or special
meeting of stockholders and, in general, to substantially influence the
outcome of any corporate transaction or other matter submitted to the
stockholders for approval, including mergers, consolidations, the sale of
substantially all of the Company's assets, charter amendments and other

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