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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997
Entire Document
 
<PAGE>
 
                                   DILUTION
 
  The pro forma net tangible book value (deficit) of the Company as of March
31, 1997 (as adjusted to give effect to the merger of Galbreath with the
Company and the Incorporation Transactions) was $(8.8) million, or $(.72) per
share of Common Stock. Pro forma net tangible book value (deficit) per share
is determined by dividing the tangible net worth of the Company (total assets
less intangible assets and total liabilities) by the aggregate number of
shares of Common Stock outstanding, assuming the merger of Galbreath with the
Company and the Incorporation Transactions had taken place on March 31, 1997.
Without taking into account any changes in such net tangible book value after
March 31, 1997, other than to give effect to the sale of the 4,000,000 shares
of Common Stock offered hereby (at an assumed initial public offering price of
$20.00 per share) and the receipt and application of the net proceeds
therefrom, pro forma net tangible book value of the Company as of March 31,
1997 would have been approximately $63.6 million, or $3.93 per share. This
represents an immediate increase in net tangible book value of $4.65 per share
to the current stockholders of the Company and an immediate dilution in net
tangible book value of $16.07 per share to purchasers of Common Stock in the
Offering. The following table illustrates this per share dilution.
 

<TABLE>
      <S>                                                         <C>    <C>
      Assumed initial public offering price per share............        $20.00
      Pro forma net tangible book value (deficit) per share at
       March 31, 1997............................................ $(.72)
      Increase in pro forma net tangible book value per share
       attributable to purchasers in the Offering................  4.65
                                                                  -----
      Pro forma net tangible book value per share after the
       Offering..................................................          3.93
                                                                         ------
      Dilution in pro forma net tangible book value per share to
       purchasers in the Offering................................        $16.07
                                                                         ======
</TABLE>

 
  The following table summarizes on a pro forma basis, as of March 31, 1997,
the difference between the existing stockholders and the purchasers of shares
in the Offering (at an assumed initial public offering price of $20.00 per
share, before deducting estimated underwriting discounts and commissions and
estimated offering expenses) with respect to the number of shares of Common
Stock purchased from the Company, the total consideration paid and the average
price per share paid:
 

<TABLE>
<CAPTION>
                               SHARES PURCHASED  TOTAL CONSIDERATION   AVERAGE
                              ------------------ --------------------   PRICE
                                NUMBER   PERCENT    AMOUNT    PERCENT PER SHARE
                              ---------- ------- ------------ ------- ---------
      <S>                     <C>        <C>     <C>          <C>     <C>
      Existing stockholders.. 12,200,000   75.3% $ 43,436,000   35.2%   $3.56
      New investors..........  4,000,000   24.7    80,000,000   64.8    20.00
                              ----------  -----  ------------  -----
        Total................ 16,200,000  100.0% $123,436,000  100.0%    7.62
                              ==========  =====  ============  =====
</TABLE>

 
  The foregoing calculations exclude an aggregate of: (i) 725,000 shares of
Common Stock issuable upon exercise of options to be granted under the
Company's 1997 Stock Incentive Plan upon closing of the Offering, with an
exercise price equal to the initial public offering price; and (ii) 1,490,000
additional shares of Common Stock reserved for future grants or awards under
the Company's 1997 Stock Incentive Plan. See "Management--Director
Compensation" and "--1997 Stock Award and Incentive Plan."
   
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