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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
Entire Document
 
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shares to be held by the stockholders of the Company (11,600,000 if the
Underwriters exercise in full the over-allotment option) will be deemed to be
"restricted securities," as that term is defined in Rule 144 under the
Securities Act ("Rule 144"), in that such shares were issued in private
transactions not involving a public offering. None of such shares will be
eligible for sale under Rule 144 prior to the first anniversary of the closing
of the Offering. For a summary description of the requirements of Rule 144,
see "Shares Eligible for Future Sale." The Company intends to file a
registration statement on Form S-8 with respect to the shares reserved for
issuance under its 1997 Stock Incentive Plan, including the 725,000 shares of
Common Stock underlying options which the Company expects to award to certain
employees and directors pursuant to such plan upon the closing of the
Offering.
   
  The Company and each of the Company's existing stockholders will enter into
lock-up agreements with the Representatives (as herein defined) not to sell or
otherwise dispose of any of their 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, subject to certain exceptions. The Company
has been informed by Galbreath-LPL that after the consummation of the
Offering, Galbreath-LPL intends to distribute its shares of Common Stock to
its members. Certain stockholders of the Company are entitled to register
their shares under the Securities Act for resale, at the expense of the
Company. See "Shares Eligible for Future Sale--Registration Rights" and
"Underwriters."     
   
  In March 1997, DEL/LaSalle Finance Company, L.L.C. ("DEL/LaSalle"), a
limited liability company, all of the membership interests of which are owned
by DEL-LPL Limited Partnership ("DEL-LPL") and DEL-LPAML Limited Partnership
("DEL-LPAML" and together with DEL-LPL, the "Employee Partnerships"), limited
partnerships which are comprised of approximately 200 of the Company's current
and former employees, purchased the limited partnership interests in the
Predecessor Partnerships owned by a subsidiary of Dresdner Bank AG
("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 a $35.0 million promissory note (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 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. Subject to
certain exceptions, the Employee Partnerships will pledge 600,000 shares of
Common Stock to replace stock sold by DEL/LaSalle. 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. See "Shares Eligible for Future Sale" and "Underwriters."     
 
  No prediction can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the market
price of the Common Stock.
 
CONTROL BY PRINCIPAL STOCKHOLDER
 
  Upon completion of this Offering, the Employee Partnerships, directly and
through DEL/LaSalle, will beneficially own approximately 48.0% of the
Company's outstanding shares of Common Stock (approximately
 
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