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SEC Filings

JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
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                         LASALLE PARTNERS INCORPORATED
                            NOTES TO BALANCE SHEET
                                APRIL 22, 1997
  LaSalle Partners Incorporated was incorporated under the General Corporation
Laws of Maryland on April 15, 1997. The authorized capital stock of the
Company consists of 10,000,000 shares of Common Stock, $.01 par value per
share. The Company expects to amend its Articles of Incorporation to authorize
capital stock of the Company consisting of 100,000,000 shares of Common Stock,
$.01 par value per share and 10,000,000 shares of Preferred Stock, $.01 par
value per share. Each outstanding share of Common Stock will entitle the
holder to one vote for each share on all matters voted on by stockholders,
including the election of Directors.
  In the event the Offering is not completed, offering costs incurred will be
borne by LaSalle Partners Limited Partnership and subsidiaries and LaSalle
Partners Management Limited Partnership and subsidiaries on behalf of the
  The Company expects to issue additional shares of Common Stock in the
Company through a public offering (the "Offering"). 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. 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 LaSalle Partners Management
Services ("LPMS"); (ii) the corporate and financial services group to LaSalle
Partners Corporate & Financial Services ("LPCFS"); and (iii) the investment
management group to LaSalle Advisors Capital Management, Inc. ("LACM").
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 LPMS, LPCFS, LACM and
LaSalle Partners International, Inc. Due to common control and management of
the Predecessor Partnerships and the Company and identical ownership before
and after the Incorporation Transactions, such transactions are expected to be
accounted for in a manner similar to the accounting used for a pooling of
interests. Thus, the Company's financial statements will include the financial
position and results of operations of the Predecessor Partnerships at their
historical cost basis.
  The Company expects to establish an Option and Stock Incentive Plan as
described under the caption "Management."

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