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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997
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corporate transactions or may prevent or cause a change in the control of the
Company. The Common Stock will be voted in accordance with the direction of
partners having a majority of the percentage ownership interests in the
Employee Partnerships. In addition, Lizanne Galbreath, a director and member
of senior management of the Company, and other former stockholders of
Galbreath who are now employees of the Company will own an additional 6.7% of
the Company's outstanding shares of Common Stock following the Offering. See
"Principal and Selling Stockholders."
 
LACK OF PRIOR PUBLIC MARKET AND POSSIBLE VOLATILITY OF STOCK PRICE
 
  Prior to the Offering, there has been no public market for the Common Stock.
Although application has been made to list the Common Stock on the New York
Stock Exchange, there can be no assurance that an active trading market will
develop or be sustained. The price of shares of Common Stock to be sold in the
Offering will be determined by negotiations among the Company and the
Underwriters and may be higher than the price at which the Common Stock will
trade after completion of the Offering. See "Underwriters" for factors to be
considered in determining such offering price. The market price of the Common
Stock could be subject to significant fluctuations in response to quarter-to-
quarter variations in operating results of the Company or its competitors,
conditions in the commercial real estate industry, the commencement of,
developments in or outcome of litigation, changes in estimates of the
Company's performance by securities analysts, and other events or factors,
including the events and other factors described in this "Risk Factors"
section. In addition, the stock market in recent years has experienced price
and volume fluctuations that have often been unrelated or disproportionate to
the operating performance of companies. These fluctuations, as well as general
economic and market conditions, may adversely affect the market price of the
Common Stock. See "Underwriters."
 
ANTI-TAKEOVER PROVISIONS
 
  The Company's Articles of Amendment and Restatement (the "Restated Articles
of Incorporation") and Amended and Restated Bylaws (the "Bylaws") will include
provisions that may delay, defer or prevent a takeover attempt that may be in
the best interest of stockholders. The Company has a classified Board of
Directors, pursuant to 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
the Company's 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
the Company. In addition, the Restated Articles of Incorporation will provide
for: (i) the ability of the 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; (ii) a requirement that any stockholder action without a
meeting be pursuant to unanimous written consent; and (iii) certain advance
notice procedures for nominating candidates for election to the Board of
Directors. Such provisions could discourage bids for the Common Stock at a
premium as well as affect the market price of the Common Stock. In addition,
certain provisions of the Maryland General Corporation Law (the "MGCL") may
also have the effect of delaying, deterring or preventing a change in the
control of the Company. The possible impact of these provisions on takeover
attempts could adversely affect the price of the Common Stock. See
"Description of Capital Stock."
 
ABSENCE OF DIVIDENDS; DIVIDEND POLICY
 
  The Company does not currently intend to pay any dividends on the Common
Stock in the foreseeable future. Any payment of future dividends and the
amounts thereof will be dependent upon the Company's earnings, financial
requirements and other factors deemed relevant by the Company's Board of
Directors, including the Company's contractual obligations. The Company
expects that provisions to be contained in agreements governing the Company's
long-term indebtedness after the Offering will limit the amount of dividends
that the Company may pay to its stockholders. See "Dividend Policy."
 
IMMEDIATE AND SUBSTANTIAL DILUTION
 
  The initial public offering price is expected to be substantially higher
than the pro forma net tangible book value per share of Common Stock. As a
result, assuming an initial public offering price of $20.00 per share,
purchasers of shares of Common Stock in the Offering will incur immediate and
substantial dilution of $16.07 in net tangible book value per share. See
"Dilution."
 
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