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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
 
<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (Subject to Completion)                      International Cover Page
   
Issued July 11, 1997     
 
                                4,000,000 Shares
                                      LOGO
                                  COMMON STOCK
 
                                  -----------
 
 ALL OF THE 4,000,000 SHARES OF COMMON  STOCK OFFERED HEREBY ARE BEING SOLD  BY
  THE COMPANY. OF THE 4,000,000 SHARES OF COMMON STOCK BEING OFFERED,  800,000
   SHARES ARE  BEING  OFFERED INITIALLY  OUTSIDE  OF THE  UNITED  STATES  AND
    CANADA BY THE INTERNATIONAL UNDERWRITERS AND 3,200,000 SHARES ARE  BEING
     OFFERED INITIALLY  IN  THE  UNITED  STATES  AND  CANADA  BY  THE  U.S.
      UNDERWRITERS. SEE "UNDERWRITERS." PRIOR TO THIS OFFERING, THERE  HAS
       BEEN NO PUBLIC MARKET FOR THE COMMON  STOCK OF THE COMPANY. IT  IS
        CURRENTLY ESTIMATED THAT  THE INITIAL OFFERING  PRICE PER  SHARE
         OF  COMMON   STOCK  WILL   BE  BETWEEN   $19  AND   $21.   SEE
          "UNDERWRITERS"  FOR  A  DISCUSSION  OF  THE  FACTORS  TO  BE
           CONSIDERED IN  DETERMINING  THE  INITIAL  PUBLIC  OFFERING
            PRICE.
 
                                  -----------
    
 THE COMMON STOCK HAS BEEN APPROVED FOR LISTING ON THE NEW YORK STOCK EXCHANGE
      UNDER THE SYMBOL "LAP," SUBJECT TO OFFICIAL NOTICE OF ISSUANCE.     
 
                                  -----------
 
   SEE  "RISK  FACTORS"  BEGINNING  ON   PAGE  10  OF  THIS  PROSPECTUS  FOR
       INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
 
                                  -----------
 
THESE SECURITIES  HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE  SECURITIES AND
 EXCHANGE  COMMISSION  OR  ANY  STATE   SECURITIES  COMMISSION,  NOR  HAS  THE
  SECURITIES AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION
  PASSED   UPON  THE   ACCURACY   OR  ADEQUACY   OF   THIS  PROSPECTUS.   ANY
   REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                                  -----------
                              PRICE $     A SHARE
                                  -----------
 

<TABLE>
<CAPTION>

                                                      UNDERWRITING
                                            PRICE TO  DISCOUNTS AND  PROCEEDS TO
                                             PUBLIC   COMMISSIONS(1)  COMPANY(2)
                                            --------  -------------  -----------
<S>                                        <C>        <C>            <C>
Per Share.................................   $            $             $
Total(3).................................. $           $             $
</TABLE>

- -----
 (1) The Company and the Selling Stockholder have agreed to indemnify the
     Underwriters against certain liabilities, including liabilities under the
     Securities Act of 1933, as amended. See "Underwriters."
 (2) Before deducting expenses of the Offering payable by the Company,
     estimated at $2,000,000.
 (3) The Selling Stockholder has granted to the U.S. Underwriters an option,
     exercisable within 30 days of the date hereof, to purchase up to an
     aggregate of 600,000 additional shares of Common Stock at the price to
     public, less underwriting discounts and commissions, for the purpose of
     covering over-allotments, if any. If the U.S. Underwriters exercise such
     option in full, the total price to public, underwriting discounts and
     commissions, and proceeds to the Selling Stockholder will be $     ,
     $      and $     , respectively. The Company will not receive any proceeds
     from the exercise of the over-allotment option. See "Underwriters."
 
                                  -----------
 
  The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to approval of certain legal matters
by Sidley & Austin, counsel for the Underwriters. It is expected that the
delivery of the Shares will be made on or about      , 1997 at the offices of
Morgan Stanley & Co. Incorporated, New York, N.Y., against payment therefor in
immediately available funds.
 
                                  -----------
 
MORGAN STANLEY DEAN WITTER
 
                            WILLIAM BLAIR & COMPANY
 
                                                           MONTGOMERY SECURITIES
 
     , 1997


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