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SEC Filings

JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
Entire Document
Agreement"). Pursuant to the Contribution and Exchange Agreement, all of the
outstanding capital stock of Galbreath and related entities was contributed to
the Predecessor Partnerships in exchange for limited partnership interests
representing an aggregate of 18% of the Predecessor Partnerships' general and
limited partnership interests. Such limited partnership interests were issued
to Galbreath Holdings, LLC ("Galbreath Holdings") and Galbreath-LPL Holdings,
LLC ("Galbreath-LPL") and will be exchanged for shares of Common Stock in the
Partnership Interests Exchange. See "Incorporation Transactions." Galbreath
Holdings and Galbreath-LPL were each formed in connection with the merger of
Galbreath with the Company. The members of Galbreath Holdings are three trusts
established for the benefit of Ms. Lizanne Galbreath, a director of the
Company, and her siblings. The members of Galbreath-LPL are Ms. Galbreath and
certain current and former employees of Galbreath.     
  The Employee Partnerships and the Predecessor Partnerships have agreed to
jointly and severally indemnify the former Galbreath stockholders for any
damage or loss resulting from, among other things, any breach of the Employee
Partnerships' or the Predecessor Partnerships' representations and warranties
contained in the Contribution and Exchange Agreement. The former Galbreath
stockholders have agreed to provide similar indemnification to the Company and
the Employee Partnerships. The indemnification obligations of the Predecessor
Partnerships and the Employee Partnerships as a group and the former Galbreath
stockholders as a group are generally limited to an amount equal to 30% of the
value of the partnership interests transferred to the former Galbreath
stockholders. Pursuant to the Contribution and Exchange Agreement, the
representations and warranties will survive until the date of the issuance of
the financial statements of the Company for the year ending December 31, 1997,
which date shall not be later than March 31, 1998.
  Pursuant to the Contribution and Exchange Agreement, as long as Galbreath
Holdings is the beneficial owner of at least ten percent of the Company's
outstanding Common Stock, it shall have the right to nominate one member to
the Board of Directors. Lizanne Galbreath was the initial nominee of Galbreath
  Under the Contribution and Exchange Agreement, Galbreath was obligated to
acquire and transfer to the Predecessor Partnerships the fifty percent
partnership interest of a joint venture partner in Galbreath Middle-Atlantic
Partnership ("GMAP"). GMAP provides property management and leasing services
in the Pittsburgh metropolitan area. The third-party partner in GMAP has
indicated that it will not complete the sale of its interests. As a result,
the Company and the former Galbreath stockholders are engaged in negotiations
to determine the number of shares of Common Stock and/or cash that the former
stockholders of Galbreath will surrender to the Employee Partnerships and Dai-
ichi to replace the value of the GMAP interests. The proportional interests in
the Company of the Employee Partnerships, Dai-ichi and the former stockholders
of Galbreath may change slightly depending upon the result of such
  In connection with the Contribution and Exchange Agreement, the Company
granted the Employee Partnerships, Dai-ichi, and Galbreath Holdings certain
registration rights. See "Shares Eligible for Future Sale--Registration
  The market for commercial real estate services provided by the Company is
both highly fragmented and highly competitive. In each of its business
disciplines, the Company competes on the basis of the skill and quality of its
personnel, the variety of services offered, the cost of the services offered,
the ability to enhance asset values, the breadth of geographic coverage and
the quality of its infrastructure, including training and technology. Based on
industry experience, the Company believes it has a strong reputation for the
quality of its services as well as its client oriented approach. The Company
believes that its experienced employees, broad range of services provided,
local and broad market expertise, and operating infrastructure enable it to
compete effectively in each of its business disciplines. See "Risk Factors--
  The Company's principal executive office is located at 200 East Randolph
Drive, Chicago, Illinois, where the Company currently occupies over 100,000
square feet of office space pursuant to a lease that expires in

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