As filed
with the Securities and Exchange Commission on August 15, 2008
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
JONES
LANG LASALLE INCORPORATED
(Exact
name of registrant as specified in its charter)
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Maryland
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36-4150422
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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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)
Lauralee
E. Martin
Gordon
G. Repp
Jones
Lang LaSalle 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)
Copies
to:
Rodd
M. Schreiber
Richard
C. Witzel, Jr.
Skadden,
Arps, Slate, Meagher & Flom LLP
333
West Wacker Drive
Chicago,
Illinois 60606
(312)
407-0700
Approximate date of commencement of
proposed sale to the public: From time to time after this
registration statement becomes effective.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. ¨
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
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 this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. x
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “larger accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large
accelerated filer þ
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Accelerated
filer ¨
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Non-accelerated
filer ¨ (Do
not check if a smaller reporting company)
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Smaller
reporting company ¨
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CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities to be Registered
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Amount
to be Registered
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Proposed
Maximum Offering Price Per Unit
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
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Common
Stock, $0.01 par value per share
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1,997,682 | $ | 49.33 | (1) | $ | 98,545,653.06 | (1) | $ | 3931.97 | |||||||
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(1)
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Estimated
solely for the purpose of computing the amount of the registration fee in
accordance with Rule 457(c) and 457(r) of the Securities Act of 1933, as
amended, based on $49.33, the average of the high and low sale prices for
shares of common stock as reported on the New York Stock Exchange on
August 14, 2008.
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PROSPECTUS
JONES
LANG LASALLE INCORPORATED
1,997,682 SHARES
COMMON
STOCK
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This
prospectus covers 1,997,682 shares of our common stock that may be offered
for resale by the selling shareholders named in this prospectus. No
securities are being offered or sold by us pursuant to this
prospectus. We will not receive any of the proceeds from the sale of
these shares by the selling shareholders.
Our
common stock is listed on the New York Stock Exchange under the symbol
“JLL.” On August 14, 2008, the last reported sale price of our common
stock on the New York Stock Exchange was $49.86 per share.
The
selling shareholders may from time to time sell, transfer or otherwise dispose
of any or all of their shares of common stock directly to purchasers or through
broker-dealers or agents. The common stock may be sold in one or more
transactions at fixed prices, prevailing market prices at the time of sale,
prices related to the prevailing market prices, varying prices determined at the
time of sale or negotiated prices. We do not know when or in what amount the
selling shareholders may offer the shares for sale. The selling shareholders may
sell any, all or none of the shares offered by this prospectus. See “Plan of
Distribution” beginning on page 15 for more information about how the selling
shareholders may sell or dispose of their shares of common stock.
_______________
Investing
in our common stock involves risks, including those set forth under the heading
“Risk Factors” in our most recent Annual Report on Form 10-K, as the same may be
updated from time to time by our filings under the Securities Exchange Act of
1934, as amended, as discussed on page 5 of this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved these securities, or determined if this prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
The date
of this prospectus is August 15, 2008
TABLE
OF CONTENTS
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_______________
ABOUT
THIS PROSPECTUS
This
prospectus is a part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a “shelf” registration
process. Under this shelf registration process, the selling
shareholders may from time to time sell the shares of common stock described in
this prospectus in one or more offerings.
We have
not authorized anyone to give any information or to make any representation
other than those contained or incorporated by reference in this
prospectus. You must not rely upon any information or representation
not contained or incorporated by reference in this prospectus. The
selling shareholders are offering to sell, and seeking offers to buy, shares of
our common stock only in jurisdictions where it is lawful to do
so. This prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any shares other than the registered shares to
which they relate, nor does this prospectus constitute an offer to sell or the
solicitation of an offer to buy shares in any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation in such
jurisdiction. You should not assume that the information contained in
this prospectus is accurate on any date subsequent to the date set forth on the
front of the document or that any information we have incorporated by reference
is correct on any date subsequent to the date of the document incorporated by
reference, even though this prospectus is delivered or shares are sold on a
later date.
In this
prospectus, the words “we,” “us,” “our,” the “Company,” the “Firm” or “Jones
Lang LaSalle” refer to Jones Lang LaSalle Incorporated and its
subsidiaries.
_______________
This
summary highlights information about Jones Lang LaSalle
Incorporated. Because it is a summary, it does not contain all the
information you should consider before investing in our common stock. You should
read carefully this entire prospectus and the documents that we incorporate
herein by reference, including the section entitled “Risk Factors” and our
financial statements and related notes. You may obtain a copy of the
documents that we incorporate by reference without charge by following the
instructions in the section below entitled "Where You Can Find More
Information."
Our
Business
We were
incorporated in 1997. We now have approximately 180 corporate offices worldwide
and operations in more than 700 cities in approximately 60 countries on five
continents. We have approximately 33,700 employees, including approximately
13,700 property maintenance employees whose costs are directly reimbursed by our
clients. We provide comprehensive integrated real estate and investment
management expertise on a local, regional and global level to owner, occupier
and investor clients. We are an industry leader in property and corporate
facility management services, with a portfolio of approximately 1.2 billion
square feet worldwide. In 2007, the Firm had revenues of $2.7 billion. LaSalle
Investment Management is one of the world’s largest and most diversified real
estate money management firms, with more than $54 billion of assets
under management.
Our full
range of real estate services includes:
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Agency
leasing;
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Property
management;
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Project
and development;
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Construction
management;
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Valuations;
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Capital
markets;
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Real
estate investment banking and merchant
banking;
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Brokerage
of properties;
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Corporate
finance;
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Hotel
advisory;
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Space
acquisition and disposition (tenant
representation);
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Facilities
management;
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Strategic
consulting;
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Energy
management and sustainability;
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Outsourcing;
and
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Money
management
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We offer
these services on a global basis to real estate investors and occupiers for a
variety of property types, including offices, hotels, industrial, retail,
residential, hospitals, critical environments and data centers, sports
facilities, cultural institutions and transportation centers. Individual regions
and markets focus on different property types, depending upon local requirements
and market conditions.
We act
for a broad range of clients that represent a wide variety of industries and are
based in markets throughout the world. Our clients vary greatly in size and
include for-profit and not-for-profit entities of all kinds, public-private
partnerships and governmental (public sector) entities.
We
provide real estate money management services on a global basis for both public
and private assets through LaSalle Investment Management. We enhance our
services by our integrated global business model, industry-leading research
capabilities, client relationship management focus, consistent worldwide service
delivery and strong brand.
We have
grown by expanding both our client base and the range of our services and
products, as well as through a series of strategic acquisitions and mergers. Our
extensive global platform and in-depth knowledge of local real estate markets
enable us to serve as a single-source provider of solutions for our clients’
full range of real estate needs. We solidified this network of services around
the globe through the 1999 merger of the Jones Lang Wootton companies (founded
in 1783) with those of LaSalle Partners Incorporated (founded in
1968).
3
On July
11, 2008, we completed the acquisition of Staubach Holdings, Inc. (“Staubach”),
pursuant to the Agreement and Plan of Merger, dated as of June 16, 2008, by and
among the Company, Jones Lang LaSalle Tenant Representation, Inc., an indirect,
wholly-owned subsidiary of the Company (“Merger Sub”) and Staubach (the “Merger
Agreement”). Pursuant to the Merger Agreement, Merger Sub was merged
with and into Staubach, with Staubach continuing after the merger as an
indirect, wholly-owned subsidiary of the Company. Staubach is the
leading real estate services firm specializing in tenant representation in the
United States. The total aggregate consideration payable pursuant to
the Merger Agreement, assuming full payment of all future payments, is
approximately $727 million.
Our
principal executive offices are located at 200 East Randolph Drive, Chicago, IL,
60601, and our telephone number is (312) 782-5800. Our website is
www.joneslanglasalle.com. The content of our website is not a part of
this prospectus.
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Investing
in our common stock involves risk. Before you decide whether to purchase any of
our common stock, in addition to the other information in this prospectus and
the documents incorporated by reference, you should carefully consider the risk
factors under the heading “Risk Factors” in our most recent Annual
Report on Form 10-K, which is incorporated by reference into this prospectus, as
the same may be updated from time to time by our filings under the Securities
Exchange Act of 1934, a amended. For more information, see the
section entitled “Where You Can Find More Information.” These risks could
materially affect our business, results of operations or financial condition and
cause the value of our common stock to decline. You could lose all or part of
your investment.
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CAUTIONARY
NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain
statements in this document and the documents incorporated by reference herein
regarding, among other things, future financial results and performance,
achievements, plans and objectives, dividend payments and share repurchases may
constitute forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our
actual results, performance, achievements, plans and objectives to be materially
different from any of the future results, performance, achievements, plans and
objectives expressed or implied by such forward-looking statements.
We
discuss those risks, uncertainties and other factors (i) in our Annual Report on
Form 10-K for the year ended December 31, 2007 in Item 1A. “Risk Factors,” Item
7. “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” Item 7A. “Quantitative and Qualitative Disclosures About Market
Risk,” Item 8. “Financial Statements and Supplementary Data – Notes to
Consolidated Financial Statements,” and elsewhere; (ii) in our Quarterly Reports
on Form 10-Q for the fiscal quarters ended March 31, 2008 and June 30, 2008 in
Item 2. “Management’s Discussion and Analysis of Financial Condition and Results
of Operations,” Item 3. “Quantitative and Qualitative Disclosures About Market
Risk,” and elsewhere; and (iii) the other reports we file under the Securities
Exchange Act of 1934, as amended. Important factors that could cause
actual results to differ from those in our forward-looking statements include
(without limitation):
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the
effect of political, economic and market conditions and geopolitical
events;
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the
logistical and other challenges inherent in operating in numerous
different countries;
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the
actions and initiatives of current and potential
competitors;
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the
level and volatility of real estate prices, interest rates, currency
values and other market indices;
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the
outcome of pending litigation;
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the
challenges and risks associated with acquisitions, including the
acquisition of Staubach;
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the
impact of current, pending and future legislation and regulation;
and
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other
risks identified in our most recent Annual Report on Form 10-K and
subsequently filed Quarterly Reports on Form 10-Q, as the same may be
updated from time to time by our future filings under the Securities
Exchange Act of 1934, as amended, all of which are incorporated by
reference into this prospectus.
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You
should also carefully review other reports that we file with the
SEC. We undertake no obligation to update any forward-looking
statements, whether as a result of new information, future developments or
otherwise.
Moreover,
there can be no assurance that future dividends will be declared since the
actual declaration of future dividends, and the establishment of record and
payment dates, remains subject to final determination by our Board of
Directors.
Accordingly,
we caution our readers not to place undue reliance on forward-looking
statements, which speak only as of the date on which they are made. We expressly
disclaim any obligation or undertaking to update or revise any forward-looking
statements to reflect any changes in events or circumstances or in our
expectations or results.
6
The
selling shareholders will receive all of the proceeds from the sale of the
shares of our common stock offered by this prospectus, and we will not receive
any of such proceeds.
7
DESCRIPTION OF CAPITAL STOCK
The
following description briefly summarizes certain information regarding our
capital stock. This information does not purport to be complete and is subject
in all respects to the applicable provisions of the Maryland General Corporation
Law, as amended (the “MGCL”), our Restated Articles of Incorporation, as amended
(our “charter”), and our Amended and Restated Bylaws (our
“bylaws”).
Capital
Stock
Our
authorized capital stock consists of (i) 100,000,000 shares of common stock,
$.01 par value per share and (ii) 10,000,000 shares of preferred stock, $.01 par
value per share. As of August 14, 2008, we had 39,787,924 shares
of common stock issued and outstanding, and no shares of preferred stock
issued.
Our board
of directors is authorized to reclassify any unissued portion of the authorized
shares of capital stock to provide for the issuance of shares in other classes
or series, including preferred stock in one or more series, to establish the
number of shares in each class or series and to fix the preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of such class or
series.
Common
Stock
Each
share of common stock entitles the holder thereof to one vote on all matters
submitted to a vote of shareholders, including the election of directors. There
is no cumulative voting in the election of directors. Consequently, the holders
of a majority of the outstanding shares of common stock can elect all of the
directors then standing for election.
Holders
of the common stock are entitled to receive ratably such dividends, if any, as
may be declared from time to time by our board of directors out of funds legally
available therefor. Holders of our common stock have no conversion, preemptive
or other rights to subscribe for any securities of ours, and there are no
redemption or sinking fund provisions with respect to such shares. In
the event of any liquidation or dissolution of us or winding-up of our affairs,
holders of common stock will be entitled to share ratably in the assets of the
Company remaining after provision for payment of liabilities to creditors. The
rights, preferences and privileges of holders of common stock are subject to the
rights of the holders of any shares of preferred stock and any additional
classes of stock which we may issue in the future.
Preferred
Stock
Our
charter authorizes our board of directors to create and issue up to 10,000,000
shares of preferred stock in one or more classes or series and to fix for each
such class or series the voting powers, designations, preferences and relative,
participating, optional or other special rights and any qualifications,
limitations or restrictions thereof. Our board of directors is authorized to,
among other things, provide that any such class or series of preferred stock may
be (i) subject to redemption at such time or times and at such price or prices
as our board may establish; (ii) entitled to receive dividends (which may be
cumulative or non-cumulative) at such rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or any other series as our board may
establish; (iii) entitled to such rights upon the dissolution of us, or upon any
distribution of our assets, as our board may establish; or (iv) convertible
into, or exchangeable for, shares of any other class or classes of stock, or of
any other series of the same or any other class or classes of stock, of ours at
such price or prices or at such rates of exchange and with such adjustments as
our board may establish. Issuance of preferred stock could discourage bids for
the common stock at a premium as well as create a depressive effect on the
market price of the common stock. As of the date hereof, no shares
of preferred stock are outstanding and we have no present plans to
issue any such stock.
Additional
Classes of Stock
Additional
classes of stock, including preferred stock, may be issued from time to time, in
one or more series, as authorized by our board of directors. Prior to issuance
of shares of each series, our board of directors is required by the MGCL and our
charter to set for each such series the preferences, conversion or other rights,
voting powers, restrictions, limitations as to the dividends or other
distributions, qualifications and terms or conditions of redemption, as are
permitted under the MGCL. Our board of directors could authorize the issuance of
capital stock with terms and conditions which could have the effect of
discouraging a takeover or other transaction which holders of some, or a
majority, of the common stock might believe to be in their best interests or in
which holders of some, or a majority, of the common stock might receive a
premium for their common stock over the then market price of such common stock.
As of the date hereof, no such additional classes of stock are outstanding and
we have no present plans to issue any such stock.
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Liability
of Directors and Officers; Indemnification
Our
charter contains provisions which eliminate the personal liability of a director
or officer to us and our shareholders for breaches of duty to the maximum extent
provided by law. Under Maryland law, however, these provisions do not eliminate
or limit the personal liability of a director or officer (i) to the extent that
it is proved that the director or officer actually received an improper benefit
or profit or (ii) if a judgment or other final adjudication is entered in a
proceeding based on a finding that the directors' or officers' action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in such proceeding. These provisions
do not affect the ability of us or our shareholders to obtain equitable relief,
such as an injunction or rescission.
Our
charter and bylaws provide that we shall indemnify and advance expenses to our
directors to the maximum extent permitted by Maryland law, and that we shall
indemnify and advance expenses to our officers to the same extent as our
directors and to such further extent as is consistent with Maryland law;
provided that we will not be obligated to indemnify any director or officer in
connection with any proceeding initiated by such director or officer (except for
proceedings to enforce rights to indemnification) unless such proceeding was
authorized or consented to by our board of directors. Maryland law requires a
corporation (unless its charter provides otherwise, which our charter does not)
to indemnify a director who has been successful in the defense of any proceeding
to which he or she is made a party by reason of his or her service in that
capacity. Maryland law also permits a corporation to indemnify any
director made a party to any proceeding by reason of service in that capacity
unless it is established that (i) the act or omission of the director was
material to the matter giving rise to the proceeding and (a) was committed in
bad faith or (b) was the result of active and deliberate dishonesty, or (ii) the
director actually received an improper personal benefit in money, property or
services, or (iii) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. Maryland law
permits Maryland corporations to indemnify their officers, employees or agents
to the same extent as its directors and to such further extent as is consistent
with law.
We
maintain directors' and officers' liability insurance and have also previously
entered into indemnification agreements with certain of our directors and
certain of our officers under which we will indemnify them against expenses and
losses incurred for claims brought against them by reason of being a director or
officer of the Company. The indemnification agreements indemnify and advance
expenses to our directors and officers to the fullest extent permitted by the
MGCL.
Certain
Charter, Bylaw and Statutory Provisions Affecting Shareholders
Certain
provisions in our charter and bylaws and the MGCL may have the effect of
delaying, deferring or preventing a change of control of the Company or may
operate only with respect to extraordinary corporate transactions involving the
Company.
Removal
of Directors
A
director may be removed by the shareholders, but only for cause, and only by the
affirmative vote of the holders, voting as a single class, of at least
two-thirds of the voting power of the Company's then outstanding capital stock
entitled to vote generally in the election of directors. The director removal
provision could have the effect of discouraging a potential acquiror from making
a tender offer or initiating a proxy contest or otherwise attempting to gain
control of the Company and could increase the likelihood that incumbent
directors will retain their positions.
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Advance Notice of
Shareholder Proposals or Nominations
Our
bylaws provide that shareholders at an annual meeting may only consider
proposals or nominations specified in the notice of meeting or brought before
the meeting by or at the direction of the board or by a shareholder who was a
shareholder of record on the record date for the meeting, who is entitled to
vote at the meeting and who has given to the Company's Secretary timely written
notice, in proper form, of the shareholder's intention to bring that proposal or
nomination before the meeting. In addition to certain other applicable
requirements, for a shareholder proposal or nomination to be properly brought
before an annual meeting by a shareholder, such shareholder generally must have
given notice thereof in proper written form to the Secretary of the Company not
less than 90 days nor more than 120 days prior to the anniversary date of the
immediately preceding annual meeting of shareholders. Although our bylaws do not
give our board the power to approve or disapprove shareholder nominations of
candidates or proposals regarding other business to be conducted at a special or
annual meeting, our bylaws may have the effect of precluding the conduct of
certain business at a meeting if the proper procedures are not followed or may
discourage or defer a potential acquiror from conducting a solicitation of
proxies to elect its own slate of directors or otherwise attempting to obtain
control of the Company.
Special
Meetings of Shareholders
Pursuant
to the MGCL, our bylaws permit shareholders to call special meetings of
shareholders upon written request of holders of shares entitled to cast not less
than a majority of all votes entitled to be cast at such meeting. Our bylaws
provide that only business specified in the notice of a special meeting will be
conducted at such meeting. Such provisions do not, however, affect the ability
of shareholders to submit a proposal to the vote of all shareholders of the
Company at an annual meeting in accordance with our bylaws, which provide for
the additional notice requirements for shareholder nominations and proposals at
the annual meetings of shareholders as described above. In addition, pursuant to
the MGCL, our bylaws provide that any action required or permitted to be taken
at a meeting of the shareholders may be taken without a meeting by unanimous
written consent, if such consent sets forth such action and is signed by each
shareholder entitled to vote on the matter and is filed with a written waiver of
any right to dissent signed by each shareholder entitled to notice of the
meeting but not entitled to vote thereat.
Amendments
Our
charter and bylaws provide that the affirmative vote of the holders of at least
80% of the then outstanding shares of common stock is required to amend, alter,
change or repeal certain of their provisions. This requirement of a
super-majority vote to approve amendments to certain provisions of our charter
and bylaws could enable a minority of the Company's shareholders to exercise
veto power over any such amendments.
Business
Combinations
Under the
MGCL, certain "Business Combinations" (including a merger, consolidation, share
exchange or, in certain circumstances, an asset transfer or issuance or
reclassification of equity securities) between a Maryland corporation and any
person who beneficially owns 10% or more of the voting power of the
corporation's shares or an affiliate of the corporation who, at any time within
the two-year period prior to the date in question, was the beneficial owner of
10% or more of the voting power of the then-outstanding voting stock of the
corporation (an "Interested Shareholder") or an affiliate thereof are prohibited
for five years after the most recent date on which the Interested Shareholder
became an Interested Shareholder. Thereafter, any such Business Combination must
be recommended by the Board of Directors of such corporation and approved by the
affirmative vote of at least (i) 80% of the votes entitled to be cast by holders
of outstanding voting shares of the corporation and (ii) 66 2/3% of the votes
entitled to be cast by holders of outstanding voting shares of the corporation
other than shares held by the Interested Shareholder with whom the Business
Combination is to be effected, unless, among other things, the corporation's
shareholders receive a minimum price (as defined in the MGCL) for their shares
and the consideration is received in cash or in the same form as previously paid
by the Interested Shareholder for its shares. Pursuant to the MGCL, these
provisions also do not apply to Business Combinations which are approved or
exempted by the board of directors of the corporation prior to the time that the
Interested Shareholder becomes an Interested Shareholder.
10
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is BNY Mellon Shareowner
Services LLC.
Listing
Our
common stock is listed on the New York Stock Exchange under the symbol
“JLL.”
11
In
connection with the merger with Staubach, we agreed, among other things, to file
a shelf registration statement covering the resale on a delayed or continuous
basis of the common stock received by shareholders who elected to receive common
stock.
Information
below with respect to beneficial ownership has been furnished by each selling
shareholder and we have not sought to verify such information. Except
as stated below, none of the selling shareholders nor any of their affiliates,
officers, directors or principal equity holders has held any position or office
or has had any material relationship with us or any of our predecessors or
affiliates within the past three years.
The
following table sets forth information with respect to the selling shareholders
and the shares of our common stock beneficially owned by the selling
shareholders as of August 14, 2008 that may from time to time be offered or sold
pursuant to this prospectus. The selling shareholders may offer all, some or
none of their shares of common stock. We cannot advise you as to
whether selling shareholders will in fact sell any or all of such shares of
common stock. In addition, the selling shareholders listed in the
table below may have sold, transferred or otherwise disposed of, or may sell,
transfer or otherwise dispose of, at any time and from time to time, shares of
our common stock in transactions exempt from the registration requirements of
the Securities Act after the date on which they provided the information set
forth on the table below.
Prior to
our acquisition of Staubach, each of the following selling shareholders served
as directors or officers of Staubach in the capacities set forth opposite his or
her name:
|
Name
|
Position
|
|
|
Roger
T. Staubach
|
Executive
Chairman and Director
|
|
|
Gregory
P. O’Brien
|
Chief
Executive Officer and Director
|
|
|
John
A. Gates
|
President,
Chief Operating Officer, President Corporate Services West and
Director
|
|
|
Elysia
Holt Ragusa
|
President
Corporate Services East and Director
|
|
|
William
P. Leiser
|
Chief
Financial Officer
|
|
|
Elizabeth
K. Peck
|
Chief
Administrative Officer
|
|
|
Stephanie
S. Phillips
|
General
Counsel and Secretary
|
|
|
Daniel
G. Bellow
|
Director
|
|
|
Mary
Ka Cotter
|
Director
|
|
|
Stephen
A. James
|
Director
|
|
|
Anthony
L. Lautmann
|
Director
|
|
|
Christopher
C. Maguire
|
Director
|
|
|
Steven
F. Stratton
|
Director
|
Following
our acquisition of Staubach, the officers named above, except for Stephanie
Phillips, will continue to serve in substantially similar capacities. Roger T.
Staubach also serves as a director of the Company. A number of the selling
shareholders were employees of Staubach prior to our acquisition and are
continuing as employees of Staubach after our acquisition.
12
|
Name
of Selling Shareholder
|
Number
of Shares Beneficially Owned Before the Offering (1)
|
Number
of Shares Being Offered
|
Number
of Shares Beneficially
Owned
After the Offering (1)(2)
|
|||||||||
|
Jeremy
Chad Baker
|
360 | 360 | 0 | |||||||||
|
Daniel
G. Bellow
|
38,171 | 38,171 | 0 | |||||||||
|
D.G.
Bellow Holdings, Ltd.
|
61,153 | 61,153 | 0 | |||||||||
|
Brad
Blankenship
|
2,893 | 2,893 | 0 | |||||||||
|
Blair
Bryan
|
1,357 | 1,357 | 0 | |||||||||
|
Blair
Bryan, LLC
|
53,200 | 53,200 | 0 | |||||||||
|
Blaren,
LLC
|
18 | 18 | 0 | |||||||||
|
Paul
Bryant
|
470 | 470 | 0 | |||||||||
|
Robert
Greg Burns
|
2,481 | 2,481 | 0 | |||||||||
|
Christopher
O. Butler
|
1,062 | 1,062 | 0 | |||||||||
|
Michael
Clough
|
3,330 | 3,330 | 0 | |||||||||
|
Whitley
C. Collins
|
36,042 | 36,042 | 0 | |||||||||
|
Robert
O. Copito
|
47,766 | 47,765 | 1 | |||||||||
|
Steven
N. Corney
|
20,503 | 20,503 | 0 | |||||||||
|
Mary
Ka Cotter
|
53,051 | 53,051 | 0 | |||||||||
|
Louie
Crapitto
|
240 | 240 | 0 | |||||||||
|
Barry
Dorfman
|
56,112 | 56,112 | 0 | |||||||||
|
Richard
W. Douglas
|
12,739 | 12,739 | 0 | |||||||||
|
George
Elliott
|
12,430 | 12,430 | 0 | |||||||||
|
John
D. Fetz
|
42,611 | 42,611 | 0 | |||||||||
|
Conor
Flannery
|
1,288 | 1,288 | 0 | |||||||||
|
Bill
Fleck (William E. Fleck & Sally L. Fleck Family Trust
UTD)
|
23,704 | 23,704 | 0 | |||||||||
|
Grant
Freeman
|
429 | 429 | 0 | |||||||||
|
John
A. Gates
|
52,749 | 52,749 | 0 | |||||||||
|
John
C. Giordano, III
|
545 | 545 | 0 | |||||||||
|
Larry
Glaze
|
1,388 | 1,388 | 0 | |||||||||
|
Kenneth
D. Gooden
|
4,236 | 4,236 | 0 | |||||||||
|
Susan
Gwin
|
642 | 642 | 0 | |||||||||
|
Lee
Hansen
|
5,362 | 4,362 | 1,000 | |||||||||
|
Ryan
Hawkins
|
64 | 64 | 0 | |||||||||
|
Peter
Hennessy
|
71,118 | 71,118 | 0 | |||||||||
|
Diana
M. Holford
|
19,851 | 19,851 | 0 | |||||||||
|
Joseph
Hollister
|
36,717 | 36,717 | 0 | |||||||||
|
William
Tony Innmon
|
1,604 | 1,604 | 0 | |||||||||
|
Stephan
A. James
|
426 | 426 | 0 | |||||||||
|
Charles
W. Johnson
|
45,855 | 45,855 | 0 | |||||||||
|
Derek
Johnson
|
34 | 34 | 0 | |||||||||
|
Andrew
G. Jones
|
466 | 466 | 0 | |||||||||
|
James
L. Koster II
|
7,164 | 7,164 | 0 | |||||||||
|
Bart
Lammersen
|
2,528 | 2,528 | 0 | |||||||||
|
Anthony
L. Lautmann
|
23,351 | 23,351 | 0 | |||||||||
|
Bill
Leiser
|
21,703 | 21,703 | 0 | |||||||||
|
Daniel
Loughlin
|
20,430 | 20,430 | 0 | |||||||||
|
Gregory
Y. Lubar
|
12,166 | 12,166 | 0 | |||||||||
|
Christopher
C. Maguire
|
35,843 | 35,843 | 0 | |||||||||
|
Thomas
B. Maloney (The Thomas B. Maloney and Meg S. Maloney Living
Trust)
|
29,408 | 29,408 | 0 | |||||||||
|
Marianne
H. Staubach 2001 Children's Trust
|
83,097 | 83,097 | 0 | |||||||||
|
Tom
McDonald
|
1,702 | 1,702 | 0 | |||||||||
|
Kevin
R. Mechelke (The Mechelke Family Trust)
|
3,672 | 3,672 | 0 | |||||||||
|
Jerome
Momper
|
1,604 | 1,604 | 0 | |||||||||
|
Robert
Mooney
|
8,066 | 8,066 | 0 | |||||||||
|
Gregory
P. O'Brien
|
309,489 | 309,489 | 0 | |||||||||
|
Analeta
Olden
|
1,604 | 1,604 | 0 | |||||||||
|
Ann
Haney Parrett
|
6,820 | 6,820 | 0 | |||||||||
|
Thomas
M. Parrett
|
9,152 | 9,152 | 0 | |||||||||
|
Elizabeth
K. Peck
|
15,553 | 15,553 | 0 | |||||||||
|
Stephanie
Phillips
|
3,286 | 3,286 | 0 | |||||||||
|
Andrew
W. Poppink
|
16,854 | 16,854 | 0 | |||||||||
|
Dennis
Potts
|
368 | 368 | 0 | |||||||||
|
Elysia
Holt Ragusa
|
65,018 | 65,018 | 0 | |||||||||
|
Steven
T. Ranck
|
5,860 | 5,860 | 0 | |||||||||
|
Robert
J. Roe
|
13,033 | 13,033 | 0 | |||||||||
|
Roger
T. Staubach 2001 Children's Trust
|
83,097 | 83,097 | 0 | |||||||||
|
Chad
G. Rupp
|
1,062 | 1,062 | 0 | |||||||||
|
James
John Sadler, Jr.
|
574 | 574 | 0 | |||||||||
|
Thomas
J. Stanton III
|
17,975 | 17,975 | 0 | |||||||||
|
Jeffrey
R. Staubach
|
4,456 | 4,456 | 0 | |||||||||
|
Roger
T. Staubach
|
182,016 | 182,016 | 0 | |||||||||
|
Mark
Stratman
|
2,124 | 2,124 | 0 | |||||||||
|
Steven
F. Stratton
|
53,260 | 53,260 | 0 | |||||||||
|
Samuel
C. Swan (Samuel C. Swan and Jennifer S. Swan, Trustees of the Swan Family
Trust)
|
9,186 | 9,186 | 0 | |||||||||
|
TSC
Partners
|
165,311 | 165,311 | 0 | |||||||||
|
Thomas
Turley
|
12,787 | 10,787 | 2,000 | |||||||||
|
Paul
A. Whitman
|
35,905 | 35,905 | 0 | |||||||||
|
John
Wyss
|
16,758 | 16,758 | 0 | |||||||||
|
Reserved
(3)
|
5,934 | 5,934 | 0 | |||||||||
13
___________
|
(1)
|
Represents
less than 1% of our outstanding common
stock.
|
|
(2)
|
Assumes
that the applicable shareholder sells all of the shares of our common
stock set forth in the column entitled “Number of Shares Being Offered”
and does not acquire any additional
shares.
|
|
(3)
|
We
are reserving 5,934 shares of common stock for certain potential
selling shareholders who currently have not, but may in the future under
the merger agreement with Staubach, elect to sell their common stock under
the registration statement of which this prospectus is a part. As of the
date of this prospectus, several potential selling shareholders have
not yet provided us with the information necessary to specifically include
them by name in the prospectus. It is our intent, however, to file
prospectus supplements at such reasonable times as such potential selling
shareholders provide the information necessary to include them in the
registration statement of which this prospectus is a part and otherwise
comply with the provisions of the merger agreement with
Staubach.
|
14
The
selling shareholders may, from time to time sell, transfer or otherwise dispose
of any or all of their shares of common stock directly to purchasers or through
broker-dealers or agents. The common stock may be sold in one or more
transactions at fixed prices, prevailing market prices at the time of sale,
prices related to the prevailing market prices, varying prices determined at the
time of sale or negotiated prices. The selling shareholders may use
any one or more of the following methods when disposing of the shares or
interests therein:
|
|
·
|
on
any national securities exchange or quotation service on which our common
stock may be listed or quoted at the time of sale, including the New York
Stock Exchange;
|
|
|
·
|
in
the over-the-counter market;
|
|
|
·
|
in
transactions otherwise than on such exchanges or services or in the
over-the-counter market; or
|
|
|
·
|
through
the writing of options.
|
These
transactions may include block transactions or crosses. Crosses are
transactions in which the same broker acts as agent on both sides of the
trade.
The
selling shareholders may also sell shares under Rule 144 under the Securities
Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the selling shareholders may arrange for other broker-dealers to
participate in sales. Broker-dealers may receive commissions or
discounts from the selling shareholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be
negotiated.
Upon our
being notified in writing by a selling shareholder that any material arrangement
has been entered into with a broker-dealer for the sale of common stock through
a block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, a supplement to this prospectus will be
filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing
the name of each such selling shareholder and of the participating
broker-dealers, the number of shares involved, the price at which such shares of
common stock were sold, the commissions paid or discounts or concessions allowed
to such broker-dealers, where applicable, that such broker-dealers did not
conduct any investigation to verify the information set out or incorporated by
reference in this prospectus, and other facts material to the
transaction.
In
connection with the sale of the shares of common stock or interests in shares of
common stock, the selling shareholders may enter into hedging transactions after
the effective date of the registration statement of which this prospectus is a
part with broker-dealers or other financial institutions, which may in turn
engage in short sales of the common stock in the course of hedging the positions
they assume. The selling shareholders may also sell shares of common
stock short after the effective date of the registration statement of which this
prospectus is a part and deliver these securities to close out their short
positions, or loan or pledge the common stock to broker-dealers that in turn may
sell these securities. The selling shareholders may also enter into
option or other transactions after the effective date of the registration
statement of which this prospectus is a part with broker-dealers or other
financial institutions or the creation of one or more derivative securities
which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).
Selling
shareholders and any broker-dealers or agents that are involved in selling the
shares may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
In order
to comply with the securities laws of some states, if applicable, the shares
must be sold in those states only through registered or licensed brokers or
dealers. In addition, some states may restrict the selling
shareholders from selling shares unless the shares have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
15
We have
advised the selling shareholders that they are required to comply with
Regulation M promulgated under the Securities Exchange Act during such time as
they may be engaged in a distribution of the shares. The foregoing
may affect the marketability of the common stock.
We are
required to pay all expenses arising from or incident to the registration of the
public sale by the selling shareholders of the shares of common stock, exclusive
of discounts, selling commissions, applicable stock transfer taxes, and certain
other expenses of the selling shareholders. We have agreed to
indemnify the selling shareholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act or
otherwise.
We have
agreed with the selling shareholders to keep the registration statement of which
this prospectus is a part effective for six months after the Registration
Statement is declared effective or until all selling shareholders’ shares have
been sold, whichever is earlier. However, a selling shareholder's
right to sell shares of our common stock pursuant to the registration statement
of which this prospectus is a part will terminate at such time as such shares
first becomes eligible for sale pursuant to Rule 144 under the Securities
Act.
We cannot
assure you that the selling shareholders will sell all or any of the common
stock offered under the registration statement.
16
The
validity of the shares of common stock offered hereby will be passed upon by
Gordon G. Repp, Deputy Global General Counsel and Assistant Secretary, Jones
Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago, Illinois,
60601.
The
consolidated financial statements of Jones Lang LaSalle Incorporated and
subsidiaries as of December 31, 2007 and 2006, and for each of the years in the
three-year period ended December 31, 2007, and management's assessment of the
effectiveness of internal control over financial reporting as of December 31,
2007 have been incorporated by reference herein in reliance upon the reports of
KPMG LLP, independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
The
financial statements of Staubach incorporated in this prospectus by reference to
the Current Report on Form 8-K for August 15, 2008 have been so incorporated in
reliance on the report of McGladrey & Pullen, LLP, an independent registered
public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
17
We have
filed with the SEC a registration statement on Form S-3 under the Securities Act
that registers the common stock to be sold by the selling
shareholders. This prospectus does not contain all of the information
set forth in the registration statement and the exhibits filed as part of the
registration statement. For further information with respect to us
and our common stock, we refer you to the registration statement and the
exhibits filed as a part of the registration statement. Statements
contained in this prospectus concerning the contents of any contract or any
other document are not necessarily complete. If a contract or
document has been filed as an exhibit to the registration statement, we refer
you to the copy of the contract or document that has been filed. Each
statement in this prospectus relating to a contract or document filed as an
exhibit is qualified in all respects by the filed exhibit.
In
addition, we file annual, quarterly and periodic reports, proxy statements and
other information with the SEC. You may read and copy any document we
file with the SEC at the SEC’s public reference room at 100 F Street NE, Room
1580, Washington, D.C. 20549. You may obtain information on the
operation of the SEC’s public reference facilities by calling the SEC at
1-800-SEC-0330. You can request copies of these documents, upon
payment of a duplicating fee, by writing to the SEC at its principal office at
100 F Street NE, Room 1580, Washington, D.C. 20549-1004. The SEC
maintains an Internet website at http://www.sec.gov that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC. Our SEC filings are accessible through
the Internet at that website. Our reports on Forms 10-K, 10-Q and
8-K, and amendments to those reports, are also available for download, free of
charge, as soon as reasonably practicable after these reports are filed with the
SEC, at our website at www.joneslanglasalle.com. The content of our
website is not a part of this prospectus.
The SEC
allows us to “incorporate by reference” the information we file with them, which
means that we can disclose important information to you by referring you to
those documents. The following documents are incorporated by
reference in this prospectus:
|
|
·
|
Annual
Report on Form 10-K for the year ended December 31,
2007;
|
|
|
·
|
Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30,
2008;
|
|
|
·
|
Current
Reports on Form 8-K filed with the SEC on April 28, 2008, May 2, 2008,
June 20, 2008, June 20, 2008, July 2, 2008, July 11, 2008, July 16, 2008,
July 17, 2008 and August 15, 2008;
and
|
|
|
·
|
The
description of our common stock set forth in our registration statement on
Form 8-A filed with the SEC on June 27,
1997.
|
We also
incorporate by reference all documents we may subsequently file pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act after the
initial filing date of the registration statement of which this prospectus is a
part and prior to the termination of the offering. The most recent
information that we file with the SEC automatically updates and supersedes older
information. The information contained in any such filing will be
deemed to be a part of this prospectus, commencing on the date on which the
document is filed.
Information
furnished under Items 2.02 or 7.01 (or corresponding information furnished under
Item 9.01 or included as an exhibit) in any past or future current report on
Form 8-K that we file with the SEC, unless otherwise specified in such report,
is not incorporated by reference in this prospectus.
We will
provide to each person, including any beneficial owner, to whom this prospectus
is delivered a copy of any or all of the information that we have incorporated
by reference into this prospectus but not delivered with this prospectus, at no
cost to the requestor. To receive a free copy of any of the documents
incorporated by reference in this prospectus, other than exhibits, unless they
are specifically incorporated by reference in those documents, call or
write:
Jones
Lang LaSalle Incorporated
200 East
Randolph Drive
Chicago,
Illinois 60601
Attention:
Investor Relations
Tel:
(312) 782-5800
18
JONES
LANG LASALLE INCORPORATED
COMMON
STOCK
_____________
PROSPECTUS
_____________
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
estimated expenses in connection with this offering to be paid by us are as
follows:
|
Amount
To Be Paid
|
||||
|
SEC
registration fee
|
$ | 4,430 | ||
|
Legal
fees and expenses
|
75,000 | |||
|
Accounting
fees and expenses
|
45,000 | |||
|
Miscellaneous
(including any applicable listing fees and transfer agent's fees and
expenses)
|
3,070 | |||
|
Total
|
$ | 127,500 | ||
Item
15. Indemnification of Directors and Officers
Our
charter and bylaws provide that we shall indemnify and advance expenses to our
directors to the maximum extent permitted by Maryland law, and that we shall
indemnify and advance expenses to our officers to the same extent as our
directors and to such further extent as is consistent with Maryland law;
provided that we will not be obligated to indemnify any director or officer in
connection with any proceeding initiated by such director or officer (except for
proceedings to enforce rights to indemnification) unless such proceeding was
authorized or consented to by our board of directors. Maryland law requires a
corporation (unless its charter provides otherwise, which our charter does not)
to indemnify a director who has been successful in the defense of any proceeding
to which he or she is made a party by reason of his or her service in that
capacity. Maryland law also permits a corporation to indemnify any
director made a party to any proceeding by reason of service in that capacity
unless it is established that (i) the act or omission of the director was
material to the matter giving rise to the proceeding and (a) was committed in
bad faith or (b) was the result of active and deliberate dishonesty, or (ii) the
director actually received an improper personal benefit in money, property or
services, or (iii) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. Maryland law
permits Maryland corporations to indemnify their officers, employees or agents
to the same extent as its directors and to such further extent as is consistent
with law.
We
maintain directors' and officers' liability insurance and have also previously
entered into indemnification agreements with certain of our directors and
certain of our officers under which we will indemnify them against expenses and
losses incurred for claims brought against them by reason of being a director or
officer of the Company. The indemnification agreements indemnify and advance
expenses to our directors and officers to the fullest extent permitted by the
MGCL.
Item
16. Exhibits
|
Exhibit
No.
|
Document
|
|
|
2.1
|
Agreement
and Plan of Merger, dated June 16, 2008, by and among Jones Lang LaSalle
Incorporated, Jones Lang LaSalle Tenant Representation, Inc. and Staubach
Holdings, Inc. (incorporated by reference to the Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission on June 20,
2008) (the “Staubach Agreement and Plan of Merger”)
|
|
|
4.1
|
Section
7.14 of the Staubach Agreement and Plan of Merger (incorporated by
reference in Exhibit 2.1).
|
|
|
5.1
|
Opinion
of Gordon G. Repp, Esq.
|
|
|
23.1
|
Consent
of KPMG LLP.
|
|
|
23.2
|
Consent
of McGladrey & Pullen, LLP.
|
|
|
23.3
|
Consent
of Gordon G. Repp, Esq. (included in exhibit 5.1).
|
|
|
|
||
|
24.1
|
Power
of Attorney (contained on signature
page).
|
II-1
Item
17. Undertakings
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering price may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is a part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time to be deemed the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona
fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is a part of the registration
statement will, as to a purchaser with a time of contract sale prior to such
effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was a part of the registration
statement or made in any such document immediately prior to such effective
date.
II-2
(b) That
for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 of 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.
II-3
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Chicago, State of Illinois, on August 15, 2008.
|
JONES
LANG LASALLE INCORPORATED
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||
|
By:
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/s/ Lauralee E. Martin
|
|
|
Name:
|
Lauralee
E. Martin
|
|
|
Title:
|
Executive
Vice President, Chief Operating Officer and
|
|
|
Chief
Financial Officer
|
||
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Mark J. Ohringer and Gordon G. Repp, and
each of them, as attorneys-in-fact, each with the power of substitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to sign any registration statement for the same
offering covered by this Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended, and all post-effective amendments thereto, and to file the same, with
all exhibits thereto and all documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or her or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed below by the following persons in the capacities and on the
dates indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/
Colin Dyer
|
President
and Chief Executive Officer and Director
|
|||
|
Colin
Dyer
|
(Principal
Executive Officer)
|
August
15, 2008
|
||
|
|
||||
|
/s/
Lauralee E. Martin
|
Executive
Vice President and Chief Operating and Financial Officer and
Director
|
|
||
|
Lauralee
E. Martin
|
(Principal
Financial Officer)
|
August
15, 2008
|
||
|
/s/
Mark K. Engel
|
Executive
Vice President and Global Controller
|
|
||
|
Mark
K. Engel
|
(Principal
Accounting Officer)
|
August
15, 2008
|
||
|
/s/
Sheila A. Penrose
|
Chairman
of the Board of Directors and
|
|
||
|
Sheila
A. Penrose
|
Director
|
August
15, 2008
|
II-4
|
Signature
|
Title
|
Date
|
||
|
/s/
Henri-Claude de Bettignies
|
|
|||
|
Henri-Claude
de Bettignies
|
Director
|
August
15, 2008
|
||
|
/s/
Darryl Hartley-Leonard
|
|
|||
|
Darryl
Hartley-Leonard
|
Director
|
August
15, 2008
|
||
|
/s/
Alain Monié
|
|
|||
|
Alain
Monié
|
Director
|
August
15, 2008
|
||
|
/s/
David B. Rickard
|
|
|||
|
David
B. Rickard
|
Director
|
August
15, 2008
|
||
|
/s/
Roger T. Staubach
|
|
|||
|
Roger
T. Staubach
|
Director
|
August
15, 2008
|
||
|
/s/
Thomas C. Theobald
|
|
|||
|
Thomas
C. Theobald
|
Director
|
August
15, 2008
|
II-5
EXHIBIT
INDEX
|
Exhibit
No.
|
Document
|
|
|
2.1
|
Agreement
and Plan of Merger, dated June 16, 2008, by and among Jones Lang LaSalle
Incorporated, Jones Lang LaSalle Tenant Representation, Inc. and Staubach
Holdings, Inc. (incorporated by reference to the Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission on June 20,
2008) (the “Staubach Agreement and Plan of Merger”)
|
|
|
4.1
|
Section
7.14 of the Staubach Agreement and Plan of Merger (incorporated by
reference in Exhibit 2.1).
|
|
|
Opinion
of Gordon G. Repp, Esq.
|
||
|
Consent
of KPMG LLP.
|
||
|
Consent
of McGladrey & Pullen, LLP.
|
||
|
23.3
|
Consent
of Gordon G. Repp, Esq. (included in exhibit 5.1).
|
|
|
24.1
|
Power
of Attorney (contained on signature
page).
|