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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
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                          INCORPORATION TRANSACTIONS
   
  The Company and LPMS, LPCFS and LACM were formed in April 1997 in connection
with the conversion of the business and operations of the Predecessor
Partnerships from partnership to corporate form. Immediately prior to the
closing of the Offering, pursuant to agreements among the partners, each of
the general and limited partners of the Predecessor Partnerships will exchange
all of their respective general and limited partnership interests (the
"Partnership Interests Exchange") in the Predecessor Partnerships for an
aggregate of 12,200,000 shares of Common Stock. At March 31, 1997, the pro
forma book value of the Predecessor Partnerships' net assets was $43.4 million
and the pro forma book value of the Common Stock was $115.8 million. See
"Dilution" and "Pro Forma Consolidated Financial Statements." The Company will
cause the Predecessor Partnerships to contribute, among other things,
substantially all of their respective assets and liabilities (the "Asset
Contributions") relating to: (i) the management services group to LPMS; (ii)
the corporate and financial services group to LCFS; and (iii) the investment
management group to LACM. LPII, an existing subsidiary of the Predecessor
Partnerships, will continue to conduct the Company's international operations.
Following the Partnership Interests Exchange and the Asset Contributions, the
Company will operate as a holding company with the business and operations of
the Predecessor Partnerships being conducted through the Principal Operating
Subsidiaries. The Predecessor Partnerships are undertaking these transactions
in order to facilitate access to the capital markets, provide greater
flexibility for acquisitions, create longer-term liquidity for their partners
and reduce administrative burdens associated with operating as a partnership.
Following the Partnership Interests Exchange, the Employee Partnerships and
DEL/LaSalle, Dai-ichi and the former stockholders of Galbreath will own 63.7%,
18.3% and 18.0%, respectively, of the Company's outstanding Common Stock
immediately prior to the Offering. The percentage ownership interest of the
Employee Partnerships, DEL/LaSalle, Dai-ichi and the former stockholders of
Galbreath in the Company following the Partnership Interests Exchange will be
identical to their effective economic ownership interests in the Predecessor
Partnerships. See "Principal and Selling Stockholders." The proportional
interests of the Employee Partnerships, DEL/LaSalle, Dai-ichi and the former
stockholders of Galbreath may change slightly depending upon the result of
current negotiations between them relating to a Galbreath joint venture. See
"Business--Galbreath Acquisition." The Partnership Interests Exchange and the
Asset Contributions are collectively referred to as the "Incorporation
Transactions." The closing of the Offering is conditioned upon, among other
things, the completion of the Partnership Interests Exchange. In connection
with the Incorporation Transactions, the Company will amend and restate its
Articles of Incorporation. See "Description of Capital Stock."     
 
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