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SEC Filings

JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
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expected undistributed earnings for 1996. All of the 1,826,548 shares of Common
Stock to be received by DEL/LaSalle in connection with the Incorporation
Transactions and 2,831,150 of the shares of Common Stock held by the Employee
Partnerships, representing an aggregate of approximately 29% of the outstanding
Common Stock after giving effect to the Offering, will be pledged to support
DEL/LaSalle's obligations under the Dresdner Note. The principal amount of the
Dresdner Note is due in five installments, with $3.5 million due on April 15,
2000 and $7.8 million due on each April 15 thereafter, through 2004. The
Dresdner Note bears interest at 7.0% per annum, payable on each April 15
beginning on April 15, 1998. DEL/LaSalle will not have any assets other than
the Common Stock issued in connection with the Incorporation Transactions.
Funds for repayment of the Dresdner Note, including interest thereon, will be
provided by capital contributions from the Employee Partnerships and through
the sale of Common Stock in the public market or in privately negotiated
transactions. DEL/LaSalle has granted the U.S. Underwriters a 30-day option to
purchase up to 600,000 shares of Common Stock to cover over-allotments in
connection with the Offering. In the event that the Underwriters' over-
allotment option is exercised, the proceeds to DEL/LaSalle will be used to
repay a portion of the Dresdner Note. Subject to certain exceptions, the
Employee Partnerships will pledge 600,000 shares of Common Stock to replace the
shares sold by DEL/LaSalle. If an event of default occurs under the Dresdner
Note, Dresdner will have the right to sell any or all of the pledged shares in
the public market or in privately negotiated transactions, subject to
compliance with the Securities Act and applicable law.     
  In connection with the merger of Galbreath with Predecessor Partnerships, the
Company entered into a Registration Rights Agreement (the "Registration Rights
Agreement") by and among the Employee Partnerships, affiliates of Dai-ichi,
Galbreath Holdings (each a "Current Stockholder") and the Company. The
Registration Rights Agreement provides that, subject to certain limitations, at
any time following 12 months from the date of closing of the Offering (the
"Effective Date"), each Current Stockholder has the right to demand, on no more
than two occasions, that the Company register all or a portion of the shares of
Common Stock owned by such stockholder at the Effective Date, subject to a
minimum demand of 20.0% of the total shares originally issued to such
stockholder or a lesser percentage if the anticipated aggregate price to the
public would exceed $5.0 million. The Company will be required to use its best
efforts to effect any such registration on demand. Such registrations will be
at the Company's expense, except that each selling stockholder will bear its
pro rata share of the underwriting discounts and commissions.     
  In addition, at any time after the expiration of 12 months from the Effective
Date, the Current Stockholders will have certain incidental rights to require
the Company to include in any registration statement filed by the Company with
respect to its securities (whether for its own account or for the account of
any securityholder) such amount of shares of Common Stock requested by the
Current Stockholders to be included therein, subject to certain exceptions.
Such registrations will be at the Company's expense, except that each selling
stockholder will bear its pro rata share of the underwriting discounts and
  The Registration Rights Agreement also provides that, prior to the transfer
of Common Stock by the Current Stockholders, such stockholders must provide
notice to the Company of the proposed transfer unless the proposed transfer is
to one of the Current Stockholders, certain institutional investors, persons
who would own after the transfer less than 5.0% of the Company's outstanding
Common Stock, purchasers pursuant to Rule 144 under the Securities Act, or to
an underwriter in a firm commitment underwriting. The Company will then have
the option of purchasing the shares proposed to be transferred at a price equal
to the average closing market price of Common Stock during the five trading
days prior to such notice.

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