|JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997|
Common Stock, or (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership
of the Common Stock, whether any such transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The restrictions described in this paragraph
do not apply to (a) the sale of shares to the Underwriters, (b) the issuance
by the Company of shares of Common Stock upon the exercise of an option or a
warrant or the conversion of a security outstanding on the date of this
Prospectus of which the Underwriters have been advised in writing, (c)
transactions by any person other than the Company relating to shares of Common
Stock or other securities acquired in open market transactions after the
completion of the offering of the Shares, (d) stock or stock option issuances
by the Company pursuant to existing employee benefit plans, (e) the
distribution of shares of Common Stock by the Employee Partnerships and
Galbreath-LPL to their respective partners or members, as the case may be,
provided that any such partners or members, as the case may be, agree to be
bound by the foregoing limitations, (f) the sale or other transfer of shares
of Common Stock by DSA-LSPL, Inc. or DSA-LSAM, Inc. to Dai-ichi Life (U.S.A.),
Inc. ("Dai-ichi Life") or any one or more of its direct or indirect wholly
owned subsidiaries, provided that Dai-ichi Life or any such subsidiaries agree
to be bound by the foregoing limitations, or (g) the pledge of shares of
Common Stock by DEL/LaSalle and the Employee Partnerships as described under
"Shares Eligible for Future Sale."
At the request of the Company, the Underwriters have reserved for sale at
the initial offering price, up to 200,000 shares offered hereby for directors,
officers, employees, business associates and related persons of the Company.
The number of shares of Common Stock available for sale to the general public
will be reduced to the extent such persons purchase such reserved shares. Any
reserved shares which are not so purchased will be offered by the Underwriters
to the general public on the same basis as the other shares offered hereby.
All purchasers of the shares of Common Stock reserved pursuant to this
paragraph who are also directors or senior officers of the Company will be
required to enter into agreements identical to those described in the
immediately preceding paragraph restricting the transferability of such shares
for a period of 180 days after the date of this Prospectus.
In order to facilitate the offering of the Common Stock, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Common Stock. Specifically, the Underwriters may over-allot in
connection with the Offering, creating a short position in the Common Stock
for their own account. In addition, to cover over-allotments or stabilize the
price of the Common Stock, the Underwriters may bid for, and purchase, shares
of Common Stock in the open market. Finally, the underwriting syndicate may
reclaim selling concessions allowed to an underwriter or a dealer for
distributing the Common Stock in the Offering, if the syndicate repurchases
previously distributed Common Stock in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the Common Stock above
independent market levels. The Underwriters are not required to engage in
these activities and may end any of these activities at any time.
The Representatives perform investment banking services to the Company for
which they receive customary compensation. An affiliate of Morgan Stanley &
Co. Incorporated has retained the Company for investment advisory services on
behalf of one of its clients. Such client pays customary fees to the Company
for such services. Thomas C. Theobald, a director nominee of the Company, is
an employee of William Blair & Company, L.L.C.
The Company and the Underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act. The
Selling Stockholder has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act.
PRICING OF THE OFFERING
Prior to the Offering, there has been no public market for the Common Stock.
The initial public offering price will be determined by negotiations between
the Company and the U.S. Representatives. Among the factors to be considered
in determining the initial public offering price will be the future prospects
of the Company and
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