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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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                          INCORPORATION TRANSACTIONS
   
  The Company and LPMS, LPCFS and LACM were formed in April 1997 in connection
with the conversion of the business and operations of the Predecessor
Partnerships from partnership to corporate form. Immediately prior to the
closing of the Offering, pursuant to agreements among the partners, each of
the general and limited partners of the Predecessor Partnerships will exchange
all of their respective general and limited partnership interests (the
"Partnership Interests Exchange") in the Predecessor Partnerships for an
aggregate of 12,200,000 shares of Common Stock. At March 31, 1997, the pro
forma book value of the Predecessor Partnerships' net assets was $43.4
million. See "Dilution" and "Pro Forma Consolidated Financial Statements." The
Company will cause the Predecessor Partnerships to contribute, among other
things, substantially all of their respective assets and liabilities (the
"Asset Contributions") relating to: (i) the management services group to LPMS;
(ii) the corporate and financial services group to LPCFS; and (iii) the
investment management group to LACM. LPII, an existing subsidiary of the
Predecessor Partnerships, will continue to conduct the Company's international
operations. Following the Partnership Interests Exchange and the Asset
Contributions, the Company will operate as a holding company with the business
and operations of the Predecessor Partnerships being conducted through the
Principal Operating Subsidiaries. The Predecessor Partnerships are undertaking
these transactions in order to facilitate access to the capital markets,
provide greater flexibility for acquisitions, create longer-term liquidity for
their partners and reduce administrative burdens associated with operating as
a partnership. Following the Partnership Interests Exchange, the Employee
Partnerships and DEL/LaSalle, Dai-ichi and the former stockholders of
Galbreath will own 63.7%, 18.3% and 18.0%, respectively, of the Company's
outstanding Common Stock immediately prior to the Offering. The percentage
ownership interest of the Employee Partnerships, DEL/LaSalle, Dai-ichi and the
former stockholders of Galbreath in the Company following the Partnership
Interests Exchange will be identical to their effective economic ownership
interests in the Predecessor Partnerships. See "Principal and Selling
Stockholders." 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 Partnership Interests Exchange and the Asset Contributions are
collectively referred to as the "Incorporation Transactions." The closing of
the Offering is conditioned upon, among other things, the completion of the
Partnership Interests Exchange. In connection with the Incorporation
Transactions, the Company will amend and restate its Articles of
Incorporation. See "Description of Capital Stock."     
 
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