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SEC Filings

JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997
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Stock after giving effect to the Offering, will be pledged to support
DEL/LaSalle's obligations under the Dresdner Note. The principal amount of the
Dresdner Note is due in five installments, with $3.5 million due on April 15,
2000 and $7.8 million due on each April 15 thereafter, through 2004. The
Dresdner Note bears interest at 7.0% per annum, payable on each April 15
beginning on April 15, 1998. DEL/LaSalle will not have any assets other than
the Common Stock issued in connection with the Incorporation Transactions.
Funds for repayment of the Dresdner Note, including interest thereon, will be
provided by capital contributions from the Employee Partnerships and through
the sale of Common Stock in the public market or in privately negotiated
transactions. DEL/LaSalle has granted the U.S. Underwriters a 30-day option to
purchase up to 600,000 shares of Common Stock to cover over-allotments in
connection with the Offering. In the event that the Underwriters' over-
allotment option is exercised, the proceeds to DEL/LaSalle will be used to
repay a portion of the Dresdner Note. If an event of default occurs under the
Dresdner Note, Dresdner will have the right to sell any or all of the pledged
shares in the public market or in privately negotiated transactions, subject
to compliance with the Securities Act and applicable law.
  In connection with the merger of Galbreath with Predecessor Partnerships,
the Company entered into a Registration Rights Agreement (the "Registration
Rights Agreement") by and among the Employee Partnerships, affiliates of Dai-
ichi, an entity formed by the former Galbreath stockholders (each a "Current
Stockholder") and the Company. The Registration Rights Agreement provides
that, subject to certain limitations, at any time following 12 months from the
date of closing of the Offering (the "Effective Date"), each Current
Stockholder has the right to demand, on no more than two occasions, that the
Company register all or a portion of the shares of Common Stock owned by such
stockholder at the Effective Date, subject to a minimum demand of 20.0% of the
total shares originally issued to such stockholder or a lesser percentage if
the anticipated aggregate price to the public would exceed $5.0 million. The
Company will be required to use its best efforts to effect any such
registration on demand. Such registrations will be at the Company's expense,
except that each selling stockholder will bear its pro rata share of the
underwriting discounts and commissions.
  In addition, at any time after the expiration of 12 months from the
Effective Date, the Current Stockholders will have certain incidental rights
to require the Company to include in any registration statement filed by the
Company with respect to its securities (whether for its own account or for the
account of any securityholder) such amount of shares of Common Stock requested
by the Current Stockholders to be included therein, subject to certain
exceptions. Such registrations will be at the Company's expense, except that
each selling stockholder will bear its pro rata share of the underwriting
discounts and commissions.
  The Registration Rights Agreement also provides that, prior to the transfer
of Common Stock by the Current Stockholders, such stockholders must provide
notice to the Company of the proposed transfer unless the proposed transfer is
to one of the Current Stockholders, certain institutional investors, persons
who would own after the transfer less than 5.0% of the Company's outstanding
Common Stock, purchasers pursuant to Rule 144 under the Securities Act, or to
an underwriter in a firm commitment underwriting. The Company will then have
the option of purchasing the shares proposed to be transferred at a price
equal to the average closing market price of Common Stock during the five
trading days prior to such notice.

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