Print Page     Close Window     

SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
Entire Document
 
<PAGE>
 
COMPETITION
 
  The Company competes in a variety of business disciplines within the
commercial real estate industry, including investment management, tenant
representation, corporate facility management, construction and development
management, on-site property management and leasing, and investment banking.
Each of these business disciplines is highly competitive on a national as well
as local level. Depending on the industry segment, the Company faces
competition from other real estate service providers, institutional lenders,
insurance companies, investment banking firms, investment managers and
accounting firms. Some of the Company's principal competitors in certain of
these business disciplines have greater financial resources and a broader
global presence. Many of the Company's competitors are local or regional firms
which are substantially smaller than the Company on an overall basis; however,
they may be substantially larger on a local or regional basis. The Company has
faced increased competition in recent years in the Management Services and
Investment Management segments of its business which has, in some cases,
resulted in lower property and investment management fees, or compensation
arrangements more closely aligned with performance. In recent years, there has
also been a significant increase in the number of REITs which self-manage
their real estate assets, which could decrease the demand for property
management services, and thereby increase competition. In general, with
respect to each of the Company's business disciplines, there can be no
assurance that the Company will be able to continue to compete effectively,
will be able to maintain current fee or margin levels or arrangements or will
not encounter increased competition.
 
RISK RELATED TO GENERAL PARTNER STATUS
 
  Subsidiaries of the Company are general partners in numerous general and
limited partnerships which invest in or manage real estate assets. As a
general partner, these subsidiaries may be liable to their partners as well as
liable for the obligations of such partnerships. Because all of the Company's
general partnership interests are held through its special purpose
subsidiaries, the Company believes that its exposure to contingent liabilities
is limited to the total invested or committed capital in and notes from or
advances to such subsidiaries holding the general partnership interests.
 
ENVIRONMENTAL CONCERNS
 
  Various federal, state and local laws and regulations impose liability on
current or previous real property owners or operators for the cost of
investigating, cleaning up or removing contamination caused by hazardous or
toxic substances at the property. In the Company's role as an on-site property
manager, it could be held liable as an operator for such costs. Such liability
may be imposed without regard to legality of the original actions and without
regard to whether the Company knew of, or was responsible for, the presence of
such hazardous or toxic substances, and such liability may be joint and
several with other parties. If the liability is joint and several, the Company
could be responsible for payment of the full amount of the liability, whether
or not any other responsible party is also liable. Further, any failure of the
Company to disclose environmental issues could subject the Company to
liability to a buyer or lessee of property. In addition, some environmental
laws create a lien on the contaminated site in favor of the government for
damages and costs it incurs in connection with the contamination. The operator
of a site may be liable under common law to third parties for damages and
injuries resulting from environmental contamination emanating from the site,
including the presence of asbestos-containing materials. There can be no
assurance that any of such liabilities to which the Company or any of its
affiliates may become subject will not have a material adverse effect upon the
business or financial condition of the Company.
 
SHARES ELIGIBLE FOR FUTURE SALE
 
  Upon completion of the Offering, the Company will have 16,200,000 shares of
Common Stock outstanding. The 4,000,000 shares sold in the Offering (4,600,000
if the Underwriters exercise in full the over-allotment option) will be freely
tradeable without restriction or further registration under the Securities Act
of 1933, as amended (the "Securities Act"), except for any shares held by an
"affiliate" of the Company. The 12,200,000
 
                                      12


© Copyright Jones Lang LaSalle, IP, Inc.