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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
 
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                        SHARES ELIGIBLE FOR FUTURE SALE
 
  Upon the closing of this Offering, the Company will have approximately
16,200,000 shares of Common Stock outstanding. The 4,000,000 shares of Common
Stock sold in this Offering (4,600,000 shares if the Underwriters' over-
allotment option is exercised in full) will be freely tradable without
restriction under the Securities Act, except for any such shares held at any
time by an "affiliate" of the Company, as such term is defined under Rule 144
promulgated under the Securities Act.
 
  The remaining 12,200,000 shares of Common Stock outstanding upon the closing
of the Offering (11,600,000 if the Underwriters exercise in full the over-
allotment option) will be owned by the Employee Partnerships, including
DEL/LaSalle, the former Galbreath stockholders and affiliates of Dai-ichi and
may be publicly sold only if such Common Stock is registered under the
Securities Act or sold in accordance with an applicable exemption from
registration, such as Rule 144. In general, under Rule 144, as currently in
effect, a person who has beneficially owned shares for at least one year,
including an "affiliate," as that term is defined in Rule 144, is entitled to
sell, within any three-month period, a number of "restricted" shares that does
not exceed the greater of one percent (1%) of the then outstanding shares of
Common Stock (approximately 162,000 shares immediately after the Offering) or
the average weekly trading volume during the four calendar weeks preceding
such sale. Sales under Rule 144 are also subject to certain manner of sale
limitations, notice requirements and the availability of current public
information about the Company. Rule 144(k) provides that a person who is not
deemed an "affiliate" and who has beneficially owned shares for at least two
years is entitled to sell such shares at any time under Rule 144 without
regard to the limitations described above.
 
  Under the terms of the partnership agreement of the Employee Partnerships,
partners thereof generally will be entitled to receive upon their withdrawal
from the Employee Partnerships, death or incapacity, or upon request, up to
that number of shares of Common Stock held by the Employee Partnerships which
represents their pro rata interest in the shares of Common Stock held by the
Employee Partnerships. Partners of the Employee Partnerships who receive
shares upon their withdrawal or by election will not be subject to any
contractual restrictions on resale with respect to shares of the Common Stock
received by them but will be subject to the restrictions on transfer described
above. However, unless such shares are registered for sale under the
Securities Act, for purposes of Rule 144 they would be considered "restricted
securities" and would be subject to the limitations on sale pursuant to Rule
144 described above. For the purposes of determining compliance with the
volume limitations of Rule 144, all sales of Common Stock by partners of the
Employee Partnerships will generally be aggregated. In addition, the holding
period for partners of the Employee Partnerships under Rule 144 will generally
include the holding period of the Employee Partnerships.
 
  The Company will agree with the Underwriters, subject to certain exceptions,
not to sell or otherwise dispose of any 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. Each of the Company's current stockholders
will enter into or is bound by a similar agreement. See "Underwriters."
 
  The Company is unable to estimate the number of shares of Common Stock that
may be sold in the future by the existing stockholders or the effect, if any,
that sales of shares by such stockholders will have on the market price of the
Common Stock prevailing from time to time. Sales of substantial amounts of
Common Stock by such stockholders, or the perception that such sales could
occur, could adversely affect prevailing market prices.
 
  In March 1997, DEL/LaSalle, a limited liability company whose only members
are the Employee Partnerships, purchased the limited partnership interests in
the Predecessor Partnerships owned by a subsidiary of 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 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
 
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