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>
 
44.3% if the Underwriters exercise in full the over-allotment option).
Accordingly, the Employee Partnerships will continue to be able to exercise
substantial influence over the business and affairs of the Company, including
but not limited to having sufficient voting power to substantially influence
the election of all of the directors to be elected at any annual or special
meeting of stockholders and, in general, to substantially influence the outcome
of any corporate transaction or other matter submitted to the stockholders for
approval, including mergers, consolidations, the sale of substantially all of
the Company's assets, charter amendments and other extraordinary corporate
transactions or may prevent or cause a change in the control of the Company.
The Common Stock will be voted in accordance with the direction of partners
having a majority of the percentage ownership interests in the Employee
Partnerships. In addition, Lizanne Galbreath, a director and member of senior
management of the Company, and other former stockholders of Galbreath who are
now employees of the Company will own an additional 6.7% of the Company's
outstanding shares of Common Stock following the Offering. See "Principal and
Selling Stockholders."
 
LACK OF PRIOR PUBLIC MARKET AND POSSIBLE VOLATILITY OF STOCK PRICE
   
  Prior to the Offering, there has been no public market for the Common Stock.
Although the Common Stock has been approved for listing on the New York Stock
Exchange, subject to official notice of issuance, there can be no assurance
that an active trading market will develop or be sustained. The price of shares
of Common Stock to be sold in the Offering will be determined by negotiations
among the Company and the Underwriters and may be higher than the price at
which the Common Stock will trade after completion of the Offering. See
"Underwriters" for factors to be considered in determining such offering price.
The market price of the Common Stock could be subject to significant
fluctuations in response to quarter-to-quarter variations in operating results
of the Company or its competitors, conditions in the commercial real estate
industry, the commencement of, developments in or outcome of litigation,
changes in estimates of the Company's performance by securities analysts, and
other events or factors, including the events and other factors described in
this "Risk Factors" section. In addition, the stock market in recent years has
experienced price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of companies. These fluctuations,
as well as general economic and market conditions, may adversely affect the
market price of the Common Stock. See "Underwriters."     
 
ANTI-TAKEOVER PROVISIONS
 
  The Company's Articles of Amendment and Restatement (the "Restated Articles
of Incorporation") and Amended and Restated Bylaws (the "Bylaws") will include
provisions that may delay, defer or prevent a takeover attempt that may be in
the best interest of stockholders. The Company has a classified Board of
Directors, pursuant to which directors are divided into three classes, with
three-year staggered terms. The classified board provision could increase the
likelihood that, in the event an outside party acquired a controlling block of
the Company's stock or initiated a proxy contest, incumbent directors
nevertheless would retain their positions for a substantial period, which may
have the effect of discouraging, delaying or preventing a change in control of
the Company. In addition, the Restated Articles of Incorporation will provide
for: (i) the ability of the Board of Directors to establish one or more classes
and series of capital stock including the ability to issue up to 10,000,000
shares of preferred stock, and to determine the price, rights, preferences and
privileges of such capital stock without any further stockholder approval; (ii)
a requirement that any stockholder action without a meeting be pursuant to
unanimous written consent; and (iii) certain advance notice procedures for
nominating candidates for election to the Board of Directors. Such provisions
could discourage bids for the Common Stock at a premium as well as affect the
market price of the Common Stock. In addition, certain provisions of the
Maryland General Corporation Law (the "MGCL") may also have the effect of
delaying, deterring or preventing a change in the control of the Company. The
possible impact of these provisions on takeover attempts could adversely affect
the price of the Common Stock. See "Description of Capital Stock."
 
ABSENCE OF DIVIDENDS; DIVIDEND POLICY
 
  The Company does not currently intend to pay any dividends on the Common
Stock in the foreseeable future. Any payment of future dividends and the
amounts thereof will be dependent upon the Company's
 
                                       14


© Copyright Jones Lang LaSalle, IP, Inc.