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SEC Filings

JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997
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                           BACKGROUND OF THE COMPANY
  The Company, founded in 1968, is a leading full-service real estate firm
that provides management services, corporate and financial services and
investment management services to corporations and other real estate owners
and investors worldwide. The Company has grown by expanding both its client
base and its range of services and products in anticipation of client needs
and to seize market opportunities. Primarily providing investment banking,
investment management and land services in its early years of existence, the
Company expanded to offer development management services beginning in 1975,
property management and leasing services beginning in 1978 and tenant
representation services beginning in 1978. In addition, the Company was a
pioneer in the facility management services business, first offered by the
Company in 1990.
  The Predecessor Partnerships were formed in 1986 by the Employee
Partnerships to conduct the Company's business. In 1988, DSA-LSPL, Inc. and
DSA-LSAM, Inc., affiliates of Dai-ichi Life (U.S.A.), Inc. ("Dai-ichi"),
became limited partners of the Predecessor Partnerships.
  In November 1994, the Predecessor Partnerships acquired substantially all of
the assets of Alex. Brown Kleinwort Benson Realty Advisors Corporation
("ABKB"), a real estate investment advisor, in exchange for a 20% limited
partnership interest in the Predecessor Partnerships (the "ABKB Acquisition").
Through its acquisition of Kleinwort Benson, the parent company of ABKB,
Dresdner acquired these limited partnership interests, but was required to
sell such interests in order to comply with bank regulatory requirements. In
March 1997, DEL/LaSalle purchased the Dresdner limited partnership interests
in exchange for a $35.0 million 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. Following the
repurchase, the Employee Partnerships, directly and through DEL/LaSalle, and
Dai-ichi had ownership interests in the Predecessor Partnerships of 75.6% and
24.4%, respectively. The Employee Partnerships are the sole general partners
of the Predecessor Partnerships. See "Shares Eligible for Future Sale."
  In October 1996, the Predecessor Partnerships acquired all of the capital
stock of CIN Property Management Limited ("CIN Property Management"), the
affiliated real estate investment and property management advisor for the
British Coal Pension Fund. This entity immediately changed its name to CIN
LaSalle Investment Management Limited ("CIN LaSalle Investment").
  On April 22, 1997, Galbreath, a property management, facility management and
development management company, merged with the Predecessor Partnerships. As
consideration for Galbreath, the Predecessor Partnerships issued to the former
stockholders of Galbreath limited partnership interests representing an 18%
interest in the Predecessor Partnerships. Following the Galbreath merger, the
Employee Partnerships, directly and through DEL/LaSalle, and Dai-ichi had
ownership interests in the Predecessor Partnerships of approximately 62% and
20%, respectively. The proportional interests of the Employee Partnerships,
DEL/LaSalle, Dai-ichi and the former stockholders of Galbreath may change
slightly depending upon the result of current negotiations between them
relating to a Galbreath joint venture. See "Business--Galbreath Acquisition."
  The Company, LPMS, LPCFS and LACM were incorporated in Maryland in April
1997. Prior to the Incorporation Transactions (as defined below), the Company,
LPMS, LCFS and LACM will have no operations other than in connection with
their formation.
  The Company's executive offices are located at 200 East Randolph Drive,
Chicago, Illinois 60601 and its telephone number is (312) 782-5800. The
Company has corporate offices in 10 United States cities and in London, Paris,
Mexico City and Beijing and has over 300 property and other offices throughout
the United States.

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