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S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/16/1997
Entire Document
 


<PAGE>
 
     
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1997     
 
                                                     REGISTRATION NO. 333-25741
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                ---------------
                                
                             AMENDMENT NO. 6     
                                      TO
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                ---------------
                         LASALLE PARTNERS INCORPORATED
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
         MARYLAND                    6531                    36-4150422
     (STATE OR OTHER          (PRIMARY STANDARD           (I.R.S. EMPLOYER
     JURISDICTION OF      INDUSTRIAL CLASSIFICATION     IDENTIFICATION NO.)
     INCORPORATION OR            CODE NUMBER)
      ORGANIZATION)             ---------------
                            200 EAST RANDOLPH DRIVE
                            CHICAGO, ILLINOIS 60601
                                (312) 782-5800
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                                ---------------
                              WILLIAM E. SULLIVAN
                           EXECUTIVE VICE PRESIDENT
                         LASALLE PARTNERS INCORPORATED
                            200 EAST RANDOLPH DRIVE
                            CHICAGO, ILLINOIS 60601
                                (312) 782-5800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                                ---------------
                                WITH COPIES TO:
      CHARLES W. MULANEY, JR., ESQ.             THOMAS A. COLE, ESQ.
         RODD M. SCHREIBER, ESQ.                   SIDLEY & AUSTIN
  SKADDEN, ARPS, SLATE, MEAGHER & FLOM        ONE FIRST NATIONAL PLAZA
               (ILLINOIS)                      CHICAGO, ILLINOIS 60603
    333 WEST WACKER DRIVE, SUITE 2100              (312) 853-7000
         CHICAGO, ILLINOIS 60606
             (312) 407-0700
                                ---------------
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
  If any of the securities being registered on this form are to be offered on
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
  If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
  If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
       
                                ---------------
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<PAGE>
 

                                    PART II
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
  The estimated expenses in connection with the Offering are as follows:
 

<TABLE>
<CAPTION>
      EXPENSES                                                         AMOUNT
      --------                                                       ----------
      <S>                                                            <C>
      SEC Registration Fee ......................................... $   29,273
      NASD Fee .....................................................     10,160
      New York Stock Exchange Fee ..................................     81,100
      Printing Expenses ............................................    225,000
      Legal Fees and Expenses ......................................  1,150,000
      Transfer Agent and Registrar Fees.............................     10,000
      Accounting Fees and Expenses .................................    275,000
      Miscellaneous Expenses .......................................    219,467
                                                                     ----------
          Total..................................................... $2,000,000
                                                                     ==========
</TABLE>

 

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
 
  The Restated Articles of Incorporation will relieve the Company's directors
from monetary damages to the Company or its stockholders for breach of such
directors' fiduciary duty as directors. Section 2-418 of the MGCL empowers the
Company to indemnify, subject to the standards contained therein, any person
in connection with any action, suit or proceeding brought or threatened by
reason of the fact that such person was a director, officer, employee or agent
of the Company, or is or was serving as such with respect to another entity at
the request of the Company. The MGCL also provides that the Company may
purchase insurance on behalf of any such director, officer, employee or agent.
The Company's Restated Articles of Incorporation and Bylaws will provide for
the indemnification of each director and officer of the Company to the fullest
extent permitted by applicable law.
 
  Section 9 of the Underwriting Agreement between the Company and the
Underwriters, a form of which is filed as Exhibit 1.01 hereto, provides for
indemnification by the Company of the Underwriters and each person, if any,
who controls any Underwriter, against certain liabilities and expenses, as
stated therein, including liabilities under the Securities Act of 1933, as
amended.
 
  The Company intends to obtain directors' and officers' liability insurance
("D&O Insurance") prior to the effective date of the Offering, and expects to
continue to carry D&O Insurance following such date. In addition, the Company
will enter into an indemnification agreement with each of its directors and
certain officers of the Company. The D&O Insurance and the indemnification
agreements will insure the Company's officers and directors against certain
liabilities, including liabilities under the securities laws. The Company
expects that the indemnification agreements will indemnify and advance
expenses to its directors and officers to the fullest extent permitted by the
MGCL.
 

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
   
  Immediately prior to the closing of the Offering, each of the general and
limited partners of LaSalle Partners Limited Partnership and LaSalle Partners
Management Limited Partnership will contribute all of their respective general
and limited partnership interests in such partnerships to the Company in
exchange for an aggregate of 12,200,000 shares of Common Stock. The issuances
of Common Stock will constitute a "transaction by any issuer not involving any
public offering" and thus will be exempt from the registration requirements of
the Securities Act of 1933 (the "Act") under Section 4(2) thereof. Galbreath-
LPL Holdings, LLC ("Galbreath-LPL"), has informed the Company that it intends
to distribute its shares of Common Stock to the 25 former employees of
Galbreath that constitute all of the members of Galbreath-LPL.     
 
                                     II-1

<PAGE>
 

ITEM 16. EXHIBITS.
 
  (a) EXHIBITS.
 

<TABLE>   
<CAPTION>
     EXHIBIT
     NUMBER                              DESCRIPTION
     -------                             -----------
     <C>     <S>
      1.01** Form of Underwriting Agreement
      2.01** Subscription Agreement
      3.01** Articles of Incorporation of LaSalle Partners Incorporated
      3.02** Bylaws of LaSalle Partners Incorporated
      3.03** Form of Articles of Amendment and Restatement of LaSalle Partners
              Incorporated
      3.04** Form of Amended and Restated Bylaws of LaSalle Partners
              Incorporated
      4.01** Form of certificate representing shares of Common Stock
      5.01** Opinion and consent of Skadden, Arps, Slate, Meagher & Flom
              (Illinois)
      5.02** Opinion and consent of Piper & Marbury L.L.P.
     10.01** Credit Agreement, dated as of September 6, 1996, by and among
              LaSalle Partners Management Limited Partnership ("LPML"), LaSalle
              Partners Limited Partnership ("LPL") and Harris Trust and Savings
              Bank ("Harris")
     10.02** Security Agreement, dated as of September 6, 1996, by and among
              LPL, LPML and Harris
     10.03** Supporting Subsidiary Security Agreement, dated as of September 6,
              1996, by and among certain subsidiaries named therein and Harris
     10.04** Pledge and Security Agreement, dated as of September 6, 1996, by
              and among LPL, LPML and Harris
     10.05** Collateral Assignment of Partnership Interests, dated as of
              September 6, 1996, by and among LPL, LPML and Harris
     10.06** Subsidiary Collateral Assignment of Partnership Interests, dated
              as of September 6, 1996, by and among certain subsidiaries named
              therein and Harris
     10.07** Guaranty Agreement, dated as of September 6, 1996, by and among
              certain subsidiaries or affiliates of LPL or LPML and Harris
     10.08** Contribution and Exchange Agreement, dated as of April 21, 1997,
              by and among DEL-LPL Limited Partnership ("DEL-LPL"), DEL-LPAML
              Limited Partnership ("DEL-LPAML"), LPL, LPML, The Galbreath
              Company ("Galbreath"), Galbreath Company of California, Inc.,
              Galbreath Holdings, LLC ("Galbreath Holdings") and the
              stockholders of Galbreath
     10.09** Agreement for the sale and purchase of shares in CIN Property
              Management Limited, dated October 8, 1996, by and between British
              Coal Corporation and LaSalle Partners International
     10.10** Asset Purchase Agreement, dated as of December 31, 1996, by and
              among LaSalle Construction Limited Partnership, LPL, Clune
              Construction Company, L.P. and Michael T. Clune
     10.11** LaSalle Partners Incorporated 1997 Stock Award and Incentive Plan
     10.12** Form of LaSalle Partners Incorporated Employee Stock Purchase Plan
     10.13** Form of LaSalle Partners Incorporated Stock Compensation Program
</TABLE>
    
 
 
                                     II-2

<PAGE>
 

<TABLE>   
<CAPTION>
     EXHIBIT
     NUMBER                             DESCRIPTION
     -------                            -----------
     <C>     <S>
     10.14** Registration Rights Agreement, dated as of April 22, 1997, by and
              among LaSalle Partners Incorporated, LPL, LPML, DEL-LPL, DEL-
              LPAML, DSA-LSPL, Inc. ("DSA-LSPL"), DSA-LSAM, Inc. ("DSA-LSAM")
              and Galbreath Holdings
     10.15** Form of Indemnification Agreement
     10.16** Consent Agreement, dated as of April 15, 1997, by and among DSA-
              LSPL, DSA-LSAM, DEL-LPL, DEL-LPAML, DEL/LaSalle Finance Company,
              L.L.C. ("DEL/LaSalle"), LPL and LPML
     10.17** Consent Agreement, dated as of April 22, 1997, by and among the
              Stockholders of Galbreath and the Galbreath Company of
              California, Inc., Galbreath Holdings, DEL-LPL, DEL-LPAML,
              DEL/LaSalle, LPL and LPML.
     10.18   Fourth Amendment to Credit Agreement, First Amendment to
              Borrowers' Security Agreement, First Amendment to Subsidiary
              Security Agreement, and Consent and Release of Collateral
              Agreement, dated as of July 9, 1997, among LPL, LPML, Harris and
              LaSalle National Bank
     21.01   List of Subsidiaries
     23.01** Consent of KPMG Peat Marwick LLP, independent auditors
     23.02** Consent of Deloitte & Touche, LLP, independent auditors
     23.03** Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)
              (included in Exhibit 5.01)
     23.04** Consent of Piper & Marbury L.L.P. (included in Exhibit 5.02)
     23.05** Consent of Darryl Hartley-Leonard
     23.06** Consent of Thomas C. Theobald
     24.01** Power of Attorney
     27.01** Financial Data Schedule
</TABLE>
    
- --------
**Previously filed
 
  (b) Financial Statement Schedules.
 
  All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission have been omitted
because they are not required under the related instructions, are not
applicable or the information has been provided in the Financial Statements,
or the notes thereto, included in this Registration Statement.
 
                                     II-3

<PAGE>
 

ITEM 17. UNDERTAKINGS.
 
  Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense in any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
 
  The undersigned registrant hereby undertakes that:
 
    (1) For purposes of determining any liability under the Act, the
  information omitted from the form of prospectus filed as part of this
  registration statement in reliance upon Rule 430A and contained in a form
  of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Act shall be deemed to be part of this registration
  statement as of the time it was declared effective.
 
    (2) For the purpose of determining any liability under the Act, each
  post-effective amendment that contains a form of prospectus shall be deemed
  to be a new registration statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed
  to be the initial bona fide offering thereof.
 
  The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
 
                                     II-4

<PAGE>
 

                                  SIGNATURES
   
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
CHICAGO, STATE OF ILLINOIS, ON JULY 16, 1997.     
 
                                          LaSalle Partners Incorporated
 
                                                             *
                                          By: _________________________________
                                                     Stuart L. Scott
                                                 Chief Executive Officer
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT TO BE SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE DATES INDICATED.
 

<TABLE>   
<CAPTION>
             SIGNATURE                             TITLE                       DATE
             ---------                             -----                       ----
 
 
<S>                                  <C>                                <C>
                 *                   Chairman of the Board of Directors   July 16, 1997
____________________________________  and Chief Executive Officer
          Stuart L. Scott             (Principal Executive Officer)
 
                 *                   President, Chief Operating Officer   July 16, 1997
____________________________________  and Director
         Robert C. Spoerri
 
                 *                   Executive Vice President, Chief      July 16, 1997
____________________________________  Financial Officer and Director
        William E. Sullivan           (Principal Financial Officer and
                                      Principal Accounting Officer)
 
                 *                   Co-President--LaSalle Advisors       July 16, 1997
____________________________________  Capital Management, Inc. and
         Daniel W. Cummings           Director
 
                 *                   President and Chief Executive        July 16, 1997
____________________________________  Officer--LaSalle Partners
          Charles K. Esler            Management Services, Inc.
                                      and Director
 
                 *                   President, Tenant Representation     July 16, 1997
____________________________________  Division--LaSalle Partners
             M. G. Rose               Management Services, Inc.
                                      and Director
 
                 *                   Co-President--LaSalle Advisors       July 16, 1997
____________________________________  Capital Management, Inc. and
          Lynn C. Thurber             Director
 
                 *                   Managing Director, Investment        July 16, 1997
____________________________________  Banking Division, LaSalle
            Earl E. Webb              Partners Corporate & Financial
                                      Services, Inc. and Director
 
</TABLE>
    
 
 
                                     II-5

<PAGE>
 

<TABLE>   
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
 
 
<S>                                  <C>                           <C>
                 *                   Chairman, LaSalle Partners      July 16, 1997
____________________________________  Management Services, Inc.
         Lizanne Galbreath            and Director
</TABLE>
    
 
  /s/ William E. Sullivan
*By: __________________________
      William E. Sullivan
       Attorney-in-fact
 
                                      II-6

<PAGE>
 

                                 EXHIBIT INDEX
 

<TABLE>   
<CAPTION>
 EXHIBIT                                                            SEQUENTIAL
 NUMBER  DESCRIPTION                                                PAGE NUMBER
 ------- -----------                                                -----------
 <C>     <S>                                                        <C>
  1.01** Form of Underwriting Agreement
  2.01** Subscription Agreement
  3.01** Articles of Incorporation of LaSalle Partners
          Incorporated
  3.02** Bylaws of LaSalle Partners Incorporated
  3.03** Form of Articles of Amendment and Restatement of LaSalle
          Partners Incorporated
  3.04** Form of Amended and Restated Bylaws of LaSalle Partners
          Incorporated
  4.01** Form of certificate representing shares of Common Stock
  5.01** Opinion and consent of Skadden, Arps, Slate, Meagher &
          Flom (Illinois)
  5.02** Opinion and consent of Piper & Marbury L.L.P.
 10.01** Credit Agreement, dated as of September 6, 1996, by and
          among LaSalle Partners Management Limited Partnership
          ("LPML"), LaSalle Partners Limited Partnership ("LPL")
          and Harris Trust and Savings Bank ("Harris")
 10.02** Security Agreement, dated as of September 6, 1996, by
          and among LPL, LPML and Harris
 10.03** Supporting Subsidiary Security Agreement, dated as of
          September 6, 1996, by and among certain subsidiaries
          named therein and Harris
 10.04** Pledge and Security Agreement, dated as of September 6,
          1996, by and among LPL, LPML and Harris
 10.05** Collateral Assignment of Partnership Interests, dated as
          of September 6, 1996, by and among LPL, LPML and Harris
 10.06** Subsidiary Collateral Assignment of Partnership
          Interests, dated as of September 6, 1996, by and among
          certain subsidiaries named therein and Harris
 10.07** Guaranty Agreement, dated as of September 6, 1996, by
          and among certain subsidiaries or affiliates of LPL or
          LPML and Harris
 10.08** Contribution and Exchange Agreement, dated as of April
          21, 1997, by and among DEL-LPL Limited Partnership
          ("DEL-LPL"), DEL-LPAML Limited Partnership ("DEL-
          LPAML"), LPL, LPML, The Galbreath Company
          ("Galbreath"), Galbreath Company of California, Inc.,
          Galbreath Holdings, LLC ("Galbreath Holdings") and the
          stockholders of Galbreath
 10.09** Agreement for the sale and purchase of shares in CIN
          Property Management Limited, dated October 8, 1996, by
          and between British Coal Corporation and LaSalle
          Partners International
 10.10** Asset Purchase Agreement, dated as of December 31, 1996,
          by and among LaSalle Construction Limited Partnership,
          LPL, Clune Construction Company, L.P. and Michael T.
          Clune
 10.11** LaSalle Partners Incorporated 1997 Stock Award and
          Incentive Plan
 10.12** Form of LaSalle Partners Incorporated Employee Stock
          Purchase Plan
 10.13** Form of LaSalle Partners Incorporated Stock Compensation
          Program
</TABLE>
    
 

<PAGE>
 

<TABLE>   
<CAPTION>
 EXHIBIT                                                            SEQUENTIAL
 NUMBER  DESCRIPTION                                                PAGE NUMBER
 ------- -----------                                                -----------
 <C>     <S>                                                        <C>
 10.14** Registration Rights Agreement, dated as of April 22,
          1997, by and among LaSalle Partners Incorporated, LPL,
          LPML, DEL-LPL, DEL-LPAML, DSA-LSPL, Inc. ("DSA-LSPL"),
          DSA-LSAM, Inc. ("DSA-LSAM") and Galbreath Holdings
 10.15** Form of Indemnification Agreement
 10.16** Consent Agreement, dated as of April 15, 1997, by and
          among DSA-LSPL, DSA-LSAM, DEL-LPL, DEL-LPAML,
          DEL/LaSalle Finance Company, L.L.C. ("DEL/LaSalle"),
          LPL and LPML
 10.17** Consent Agreement, dated as of April 22, 1997, by and
          among the Stockholders of Galbreath and the Galbreath
          Company of California, Inc., Galbreath Holdings LLC,
          DEL-LPL, DEL-LPAML, DEL/LaSalle, LPL and LPML
 10.18   Fourth Amendment to Credit Agreement, First Amendment to
          Borrowers' Security Agreement, First Amendment to
          Subsidiary Security Agreement, and Consent and Release
          of Collateral Agreement, dated as of July 9, 1997,
          among LPL, LPML, Harris and LaSalle National Bank
 21.01   List of Subsidiaries
 23.01** Consent of KPMG Peat Marwick LLP, independent auditors
 23.02** Consent of Deloitte & Touche LLP, independent auditors
 23.03** Consent of Skadden, Arps, Slate, Meagher & Flom
          (Illinois) (included in Exhibit 5.01)
 23.04** Consent of Piper & Marbury L.L.P. (included in Exhibit
          5.02)
 23.05** Consent of Darryl Hartley-Leonard
 23.06** Consent of Thomas C. Theobald
 24.01** Power of Attorney
 27.01** Financial Data Schedule
</TABLE>
    
- --------
 **Previously filed





<PAGE>
                                                                   EXHIBIT 10.18
 
                     Fourth Amendment to Credit Agreement,
               First Amendment to Borrowers' Security Agreement,
             First Amendment to Subsidiary Security Agreement, and
                  Consent and Release of Collateral Agreement

     This Fourth Amendment to Credit Agreement, First Amendment to Borrowers'
Security Agreement, First Amendment to Subsidiary Security Agreement and Consent
and Release of Collateral Agreement (this "Amendment") dated as of July 9, 1997
among LaSalle Partners Management Limited Partnership, a Delaware Limited
Partnership ("LPML"), LaSalle Partners Limited Partnership, a Delaware Limited
Partnership ("LPL") (LPL and LPML are hereinafter referred to collectively as
the "Borrowers" and individually as a "Borrower"), the Lenders party hereto, and
Harris Trust and Savings Bank, as Agent;

                                  Witnesseth:

     Whereas, the Borrowers, Lenders and Harris Trust and Savings Bank, as
Agent, have heretofore executed and delivered a Credit Agreement dated as of
September 6, 1996 (as amended through the Third Amendment thereto dated as of
February 28, 1997, the "Credit Agreement"); and

     Whereas, the Borrowers have requested that the Lenders consent to the
Transaction (as defined below) and to certain amendments to the Credit
Agreement;
 and

     Whereas, each partner of each Borrower will assign all of its interest in
such Borrower to LaSalle Partners Incorporated, a Maryland corporation ("LP
Inc."), LPL will admit LaSalle Partners Corporate & Financial Services, Inc., a
Maryland corporation, as a new general partner, LPML will admit LaSalle Partners
Management Services, Inc., a Maryland corporation, as a new general partner and
LP Inc. will withdraw as a general partner and be admitted as a limited partner
of LPL and LPML (collectively, the "Transaction"); and

     Whereas, the parties hereto desire to amend, modify and waive the Credit
Agreement as provided herein;

     Now, Therefore, for good and valuable consideration the receipt of which is
hereby acknowledged, the parties hereto agree that the Credit Agreement shall be
and hereby is amended, modified and waived as follows:

     1.   The defined terms "Net Operating Income" and "Supporting Subsidiary"
contained in Article I of the Credit Agreement are hereby amended in their
entirety and as so amended shall read as follows:

<PAGE>
 
               "Net Operating Income" means, for the Borrowers for any period,
          their Net Income for such period before all extraordinary items and
          all Interest Expense.

               "Supporting Subsidiary" means each Person which executes a
          counterpart to the Subsidiary Security Agreement and complies with the
          requirements of Section 4.3 hereof.

     2.   Section 5.1 of the Credit Agreement is hereby amended by deleting the
phrase "limited partnerships" appearing in the last sentence thereof and
inserting in its place the word "corporations."

     3.   Section 6.1(j) of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:

               (j) an updated Schedule II along with the financial statements
          delivered under subsections (a) and (b) above, as applicable, for any
          calendar quarter during which there is a change in any of the facts
          specified in Schedule II, as then most recently updated.

     4.   Section 6.2 of the Credit Agreement is hereby amended by deleting the
phrase ", all such payments to be made exclusively from capital contributions
made to LPL and LPML by their partners" appearing in the last sentence thereof.

     5.   Sections 6.13(a) of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:

               (a) Short-term obligations of the United States of America or any
          agency or instrumentality thereof the obligations of which are backed
          by the full faith and credit of the United States of America.

     6.   Section 6.16 of the Credit Agreement is hereby amended in its entirety
and as so amended shall read as follows:

               Section 6.16.  Rentals.  The Borrowers will not, nor will they
          permit any Affiliate to, create, incur or suffer to exist obligations
          for Rentals in excess of the following amounts during the following
          calendar years in the aggregate for the Borrowers and their
          Affiliates:

<TABLE>
<CAPTION>
       Calendar Year                          Amount
      <S>                                   <C>
           1996                             $ 7,000,000
           1997                             $11,100,000
           1998                             $12,300,000
</TABLE>
 

                                      -2-

<PAGE>
 
     7.   Section 6.17 of the Credit Agreement is hereby amended in its entirety
and as so amended shall read as follows:

               Section 6.17.  Net Worth.  The Borrowers shall not on the dates 
          set forth below permit Net Worth to be less than the amount set forth 
          opposite such date:

                                         NET WORTH SHALL
                          DATE           NOT BE LESS THAN
                          ----           ----------------
                    December 31, 1996      $50,000,000
                    July 31, 1997          $72,000,000
                    December 31, 1997      $82,000,000
                    December 31, 1998      $92,000,000

     8.   Section 6.23 of the Credit Agreement is hereby amended in its entirety
and as so amended shall read as follows:

               Section 6.23.  Distributions.  LPML and LPL shall not make any
          Distributions to any of their respective partners; provided, however,
          LPML and LPL may make Distributions if immediately prior to and
          after giving effect to any such Distribution a Default or Unmatured
          Default shall not have occurred and be continuing.

     9.   Sections 5.14, 6.25, 6.26, 7.11, 7.12, 7.13, 7.15 and 7.16 of the
Credit Agreement are each hereby deleted in their entirety and inserted in their
place the following:

               Section 5.14.  [Intentionally omitted].

               Section 6.25.  [Intentionally omitted].

               Section 6.26.  [Intentionally omitted].

               Section 7.11.  [Intentionally omitted].

               Section 7.12.  [Intentionally omitted].

               Section 7.13.  [Intentionally omitted].

               Section 7.15.  [Intentionally omitted].

               Section 7.16.  [Intentionally omitted].

    10.   Section 7.17 of the Credit Agreement is hereby amended in its entirety
and as so amended shall read as follows:

               Section 7.17.  At any time fewer than five of the following
          individuals continue to be members of senior management of LP Inc. (or
          one of its principal Subsidiaries) and active in the management of LP
          Inc. (or one of its principal Subsidiaries):  Stuart L. Scott,
          Robert C. Spoerri, William E. Sullivan, Daniel W. Cummings, Charles K.
          Esler, Jr., Lizanne Galbreath, M.G. Rose, Lynn C. Thurber, and Earl E.
          Webb.

    11.  The Lenders and Agent each hereby consent to the Transaction.

                                      -3-

<PAGE>
 
     12.  (a)  Upon receipt of the payment in full of all Facility B Loans and
Facility C Loans the Lenders and Agent agree that all liens and security
interests in the following Collateral shall be released: (i) all the collateral
currently pledged under the Collateral Assignment of Partnership Interests, as
amended, the Subsidiary Collateral Assignment of Partnership Interests, as
amended, the Pledge Agreement, as amended, the Subsidiary Pledge Agreement, the
Floating Charge dated 15th January, 1997, between LaSalle Partners
International, an unlimited liability company incorporated in England and Wales
(Registered number 2547868) ("LaSalle Partners International") and the Agent,
the Mortgage of Shares dated 15th January, 1997 between LPI and the Agent, and
the Mortgage of Shares dated 15th January, 1997 between LaSalle Partners
International and the Agent and (ii) all equipment pledged under the Borrowers'
Security Agreement and Subsidiary Security Agreement. The Agent and Lenders
shall take all actions reasonably requested by the Borrowers to effect such
release, including public filings to evidence such release, it being understood
that notwithstanding the release of the lien on equipment and other collateral
pursuant to this Amendment, the Borrowers are not at this time requesting the
Agent to amend any UCC financing statements previously filed to reflect such
release (other than the termination of certain UCC financing statements relating
to the Borrowers). It being further understood that any UCC financing statement
previously filed does not constitute a grant of a lien or security interest by
either Borrower or any Supporting Subsidiary on any such collateral.

          (b)  Each of the Borrowers' Security Agreement and the Subsidiary
     Security Agreement is hereby amended to delete the text of Section 1(a)(ii)
     and 5 and insert in their place the following:  [Intentionally omitted].

          (c)  Section 3(b) of the Borrowers' Security Agreement is hereby
     amended by deleting the phrase (I) "or places of business other than those
     listed on Schedule A" appearing in the eighth and ninth lines thereof and
     (II) "or place of business" appearing in the tenth line thereof.

          (d)  Section 3(b) of the Subsidiary Security Agreement is hereby
     amended by deleting the phrase (I) "; and no Debtor has any other principal
     place of business other than those listed on Schedule B" appearing in the
     eighth and ninth lines thereof and (II) "or place of business" appearing in
     the tenth line thereof.

          (e)  Section 3(b) of the Subsidiary Security Agreement is hereby
     further amended by replacing the phrase "immediately preceding sentence" in
     the eleventh line thereof with the phrase "two immediately preceding
     sentences."

          (f)  Section 3(g) of the Subsidiary Security Agreement is hereby
     amended by inserting immediately after the word "Agreement" appearing in
     the third line thereof the following:  ",except that LaSalle Partners
     Management (Ohio) Limited Partnership may transact business under the trade
     name "Galbreath/LaSalle Partners."

     13.  Each Borrower represents and warrants to each Lender and the Agent
that (a) each of the representations and warranties set forth in Article V of
the Credit Agreement is 

                                      -4-

<PAGE>
 
true and correct on and as of the date of this Amendment as if made on and as of
the date hereof and as if each reference therein to the Credit Agreement
referred to the Credit Agreement as amended hereby; (b) no Default and no event
that with the giving of notice or passage of time, or both, would constitute a
Default has occurred and is continuing; and (c) without limiting the effect of
the foregoing, each Borrower's execution, delivery and performance of this
Amendment has been duly authorized, and this Amendment has been executed and
delivered by duly authorized officers of each Borrower.

     14.  This Amendment shall become effective upon the satisfaction of all
of the following conditions precedent:

          (a)  The Borrowers, the Lenders and the Agent shall have executed and
     delivered this Amendment and the Supporting Subsidiaries and LP
     International, a Wyoming Limited Liability Company shall have executed the
     consent attached hereto;

          (b)  The Dai-Ichi Indebtedness shall have been paid in full or shall
     be paid in full with the proceeds of the initial public offering of common
     stock of LP Inc., the closing of which shall occur immediately following
     the consummation of the Transaction, and all liens granted securing the
     Dai-Ichi Indebtedness shall have been released or shall be released
     immediately upon such payment;

          (c)  The Agent shall have received the favorable opinion of counsel to
     the Borrowers;

          (d)  The Agent shall have received copies of the Articles of
     Incorporation and bylaws of LP Inc., certified in each instance by its
     Secretary;

          (e)  The Agent shall have received copies of the resolutions of the
     Board of Directors of LP Inc. authorizing the Transaction;

          (f)  The Agent shall have received a copy of each amendment to each
     Borrower's partnership agreement executed in connection with the
     Transaction; and

          (g)  The Transaction shall have occurred or shall occur simultaneously
     with the effectiveness of this Amendment.

     Each Borrower has heretofore executed and delivered to the Agent certain
Security Agreements and each Borrower hereby acknowledges and agrees that,
notwithstanding the execution and delivery of this Amendment, except as provided
herein, the Security Agreements executed by it remain in full force and effect
and the rights and remedies of the Agent thereunder, the obligations of each
Borrower thereunder and the liens and security interests created and provided
for thereunder remain in full force and effect and shall not be affected,
impaired or discharged hereby.  Nothing herein contained shall in any manner
affect or impair the priority of the liens and security interests created and
provided for by the Security Agreements as to the indebtedness which would be
secured thereby prior to giving effect to this Amendment.

                                      -5-

<PAGE>
 
     This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterpart signature pages, each of which
when so executed shall be an original but all of which shall constitute one and
the same instrument.  Except as specifically amended, waived and modified
hereby, all of the terms and conditions of the Credit Agreement and the other
Loan Documents shall remain unchanged and in full force and effect.  All
references to the Credit Agreement in any document shall be deemed to be
references to the Credit Agreement as amended hereby.  All capitalized terms
used herein without definition shall have the same meaning herein as they have
in the Credit Agreement.  This Amendment shall become effective upon execution
by the parties hereto.  This Amendment shall be construed and governed by and in
accordance with the internal laws of the State of Illinois.

     Dated as of the date first above written.

                                     LaSalle Partners Limited Partnership, a
                                        Delaware limited partnership

                                     By _________________________________
                                       Its ______________________________

                                     LaSalle Partners Management limited
                                        Partnership, a Delaware limited
                                        partnership

                                     By _________________________________
                                       Its ______________________________

                                     Harris Trust and Savings Bank, in its
                                        individual capacity as a Lender and as
                                        Agent

                                     By _________________________________
                                       Its ______________________________

                                     LaSalle National Bank

                                     By _________________________________
                                       Its ______________________________
 

                                      -6-

<PAGE>
 
                                    Consent

     Each of the undersigned has heretofore executed and delivered to the Agent
and each Lender the Guaranty Agreement dated as of September 6, 1996 and, except
for LP International the Subsidiary Security Agreement, and hereby consents to
the Fourth Amendment to the Credit Agreement as set forth above and confirms
that the Guaranty Agreement and, except as provided in the Fourth Amendment,
Subsidiary Security Agreement and all of its obligations under such Guaranty
Agreement and, except as provided in the Fourth Amendment, Subsidiary Security
Agreement remain in full force and effect.  Each of the undersigned further
agrees that the consent of it to any further amendments to the Credit Agreement
shall not be required as a result of this consent having been obtained, except
to the extent, if any, required by the respective Guaranty Agreement and
Subsidiary Security Agreement referred to above.


                         LaSalle Partners Management (Arizona)            
                              Limited Partnership, an Arizona limited     
                              partnership                                 
                                                                          
                         By:  LaSalle Partners Management Limited         
                              Partnership, a Delaware limited partnership 
                              Its:  General Partner                       
                                                                          
                                            By: _________________________ 
                                            Name: Charles K. Esler, Jr.   
                                                  Its:  Chief Executive   
                                                        Officer           
                                                                          
                         LaSalle Partners (Georgia) Limited               
                              Partnership, a Georgia limited partnership  
                                                                          
                         By:  LaSalle Partners Limited Partnership,       
                              a Delaware limited partnership              
                              Its:  General Partner                       
                                                                          
                                            By: _________________________ 
                                            Name: Timothy M. McGarrity    
                                                  Its:  Vice President     

<PAGE>
 
             
                          LaSalle Construction Limited Partnership, a          
                               Delaware limited partnership                   
                                                                              
                          By:  LaSalle Construction Corporation, an Illinois  
                               corporation                                    
                               Its:  General Partner                          
                                                                               
                               By: ___________________________________         
                               Name: Tod D. Lickerman                         
                                     Its:  President                          
                                                                              
                          LaSalle Advisors Limited, a Delaware limited        
                               partnership                                    
                                                                               
                          By:  LaSalle Partners Limited Partnership, a         
                               Delaware limited partnership                   
                               Its:  General Partner                          
                                                                              
                                         By: _________________________         
                                         Name: Timothy M. McGarrity            
                                               Its:  Vice President           
                                                                              
                          ABKB/LaSalle Securities Limited                      
                               Partnership, a Maryland limited partnership     
                                                                              
                          By:  ABKB/LaSalle Securities, Inc., a Maryland       
                               corporation                                    
                               Its:  General Partner                          
                                                                              
                               By: ___________________________________         
                               Name: Daniel W. Cummings                       
                                     Its:  Vice Chairman                       




                                      -2-

<PAGE>
 
                             LaSalle Partners (New York) Limited 
                              Partnership, a New York Limited partnership    
                                                                          
                             By:  LaSalle Partners Incorporated, a New York 
                                  corporation                               
                                  Its:  General Partners                    
                                                                            
                                  By: ___________________________________   
                                  Name: Charles K. Esler, Jr.               
                                        Its:  President                     
                                                                            
                             LaSalle Partners (Colorado) Limited            
                                  Partnership, a Colorado limited partnership
                                                                             
                             By: ________________________________________    
                             Name: Kenneth R. Gillis                         
                                   Its:  General Partner                     
                                                                             
                                                                             
                             LaSalle Partners Management (Illinois)          
                                  Limited Partnership, an Illinois limited   
                                  partnership                                
                                                                             
                             By: ________________________________________    
                             Name: Jon R. Andersen                           
                                   Its:  General Partner                     
                                                                             
                             LSPAM (California) Limited Partnership, a       
                                  California limited partnership             
                                                                             
                             By:  LaSalle Partners Asset Management of       
                                  California, Inc., a California corporation 
                                  Its:  General Partner                      
                                                                             
                                  By: ___________________________________    
                                  Name: Charles K. Esler, Jr.                
                                        Its:  President                      



                                      -3-

<PAGE>
 
                                        LPAML-COPUB Limited Partnership, a
                                             Delaware limited partnership
 
                                        By:  LPAML-COPUB Corporation, a Delaware
                                             corporation
                                             Its:  General Partner
 
                                             By: 
                                                --------------------------------
                                                Name: Charles K. Esler, Jr.
                                                      Its:  President
 
                                        LPAML Colorado Limited Partnership, a
                                             Colorado limited partnership
 
                                        By:
                                           -------------------------------------
                                        Name: Lilly A. Barnett
                                              Its:  General Partner
  
                                        LaSalle Partners Development Limited, a
                                             Delaware limited partnership
 
                                        By:  LaSalle Partners Management Limited
                                             Partnership, a Delaware limited 
                                             partnership
                                             Its:  General Partner
 
                                                   By:
                                                      --------------------------
                                                   Name: Charles K. Esler, Jr.
                                                         Its:  Chief Executive
                                                               Officer
 
                                        LP International, a Limited Liability 
                                             Company, a Wyoming limited 
                                             liability company
 
                                        By:  LaSalle Partners Limited 
                                             Partnership, a Delaware limited 
                                             partnership
 
                                                   By: 
                                                      --------------------------
                                                   Name: Timothy M. McGarrity
                                                         Its:  Vice President


                                      -4-

<PAGE>
 
                                 LaSalle Partners Management (Ohio) Limited
                                   Partnership, an Illinois limited partnership
                             
                             
                                 By: 
                                    -------------------------------------------
                                 Name: Cynthia K. Bucco
                                       Its:  General Partner

                                 LaSalle Partners Management Limited
                                   Partnership, a Florida limited partnership
                             
                             
                                 By:
                                    -------------------------------------------

                                 Name: Robert N. Rea
                                       Its:  General Partner
                             
                                 LSP Services (California) Limited
                                   Partnership, a California limited partnership
                             
                                 By:  LaSalle Partners of California, Inc., a
                                      California corporation
                                      Its:  General Partner
                             
                             
                                      By: 
                                         --------------------------------------
                                      Name: Stuart L. Scott
                                            Its:  President

                             
                                  LaSalle Partners (Illinois) Limited
                                   Partnership, an Illinois limited partnership
                             
                             
                                 By: 
                                    -------------------------------------------
                                 Name: Stuart L. Scott
                                       Its:  General Partner
 


                                      -5-



<PAGE>
 
                                                                   EXHIBIT 21.01

 1.  LaSalle Partners Management Services, Inc., a Maryland corporation

 2.  LaSalle Partners Corporate & Financial Services, Inc., a Maryland 
      corporation

 3.  LaSalle Advisors Capital Management, Inc., a Maryland corporation

 4.  LaSalle Partners International, Inc., a Delaware corporation

 5.  LaSalle Partners (Illinois) Limited Partnership, an Illinois limited 
      partnership

 6.  LaSalle Advisors Limited Partnership, a Delaware limited partnership

 7.  LaSalle Construction Limited Partnership, a Delaware limited partnership

 8.  LaSalle Partners (New York) Limited Partnership, a New York limited 
      partnership

 9.  LSP Services (California) Limited Partnership, a California limited 
      partnership

10.  LaSalle Partners International, an unlimited liability company, 
      incorporated in England and Wales

11.  LaSalle Partners Management Limited Partnership, a Delaware limited 
      partnership

12.  LaSalle Partners Management (Illinois) Limited Partnership, an Illinois 
      limited partnership

13.  LSPAM (California) Limited Partnership, a California limited partnership

14.  LaSalle Partners Limited Partnership, a Delaware limited partnership

15.  ABKB/LaSalle Securities Limited Partnership, a Maryland limited partnership


16.  The Galbreath Company, an Ohio corporation



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